PINTEREST, INC.PINS
PINTEREST, INC. Stock Compensation Disclosure
Stockholder's Equity
Equity incentive plan
Our 2019 Plan provides for the issuance of stock options, RSAs, RSUs and other equity- or cash-based awards to qualified employees, directors and consultants. Stock options granted under our 2019 Plan have a maximum life of 10 years and an exercise price not less than 100% of the fair market value of our common stock on the date of grant.
The number of shares of our Class A common stock reserved for issuance under our 2019 Plan will automatically increase on the first day of each fiscal year through and including January 1, 2029, in an amount equal to 5% of the total number of shares of our Class A common stock and our Class B common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors. 186,410,561 shares of our Class A common stock were reserved for future issuance under our 2019 Plan as of December 31, 2025.
Stock option activity
Stock option activity during the year ended December 31, 2025, was as follows (in thousands, except per share amounts):
| Stock Options Outstanding | |||||||||||||||||||||||||||||
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value (1) | ||||||||||||||||||||||||||
| (in years) | |||||||||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 10,390 | $ | 17.21 | 6.2 | $ | 122,472 | |||||||||||||||||||||||
Exercised | (1,836) | 4.42 | |||||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 8,554 | $ | 19.96 | 6.5 | $ | 50,720 | |||||||||||||||||||||||
| Exercisable as of December 31, 2025 | 6,949 | $ | 19.96 | 6.5 | $ | 41,210 | |||||||||||||||||||||||
(1)We calculate intrinsic value based on the difference between the exercise price of in-the-money-stock options and the fair value of our common stock as of the respective balance sheet date.
The total grant-date fair value of stock options vested during the years ended December 31, 2025, 2024 and 2023 was $25.2 million, $25.2 million and $28.4 million, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $46.7 million, $74.4 million and $70.2 million, respectively.
Restricted stock unit and restricted stock award activity
RSU and RSA activity during the year ended December 31, 2025, was as follows (in thousands, except per share amounts):
Restricted Stock Units and Restricted Stock Awards Outstanding | ||||||||||||||
| Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Outstanding as of December 31, 2024 | 37,217 | $ | 29.33 | |||||||||||
Granted | 37,305 | 29.70 | ||||||||||||
Released | (29,047) | 28.69 | ||||||||||||
Forfeited | (6,356) | 28.81 | ||||||||||||
| Outstanding as of December 31, 2025 | 39,119 | $ | 30.25 | |||||||||||
During the year ended December 31, 2025, we granted 798,034 RSUs that vest subject to continued service and a market condition under which the number of RSUs that vest will range from 0% to 200% of the number granted based on our total stockholder return relative to the returns of the companies in the Nasdaq CTA Internet Index over a to three-years performance period. The weighted-average grant-date fair value of these RSUs was $45.49, which we estimated using a Monte Carlo simulation model with the following assumptions:
| Year Ended December 31, 2025 | |||||
Expected term (in years) | 2.0 - 3.0 | ||||
Risk-free interest rate | 3.5% - 4.3% | ||||
Expected volatility | 47.4% - 57.3% | ||||
Share-based compensation
Share-based compensation expense during the years ended December 31, 2025, 2024 and 2023, was as follows (in thousands):
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Cost of revenue | $ | 19,541 | $ | 14,836 | $ | 11,117 | ||||||||||||||
| Research and development | 567,571 | 497,442 | 422,964 | |||||||||||||||||
| Sales and marketing | 149,565 | 122,149 | 96,798 | |||||||||||||||||
| General and administrative | 143,786 | 131,368 | 116,981 | |||||||||||||||||
Total share-based compensation | $ | 880,463 | $ | 765,795 | $ | 647,860 | ||||||||||||||
We recognized income tax benefits on share-based compensation expense of $182.3 million and $158.7 million for the years ended December 31, 2025 and 2024, respectively, which are reflected in the provision for (benefit from) income taxes on our consolidated statements of operations. No income tax benefits were recognized for the year ended December 31, 2023 due to the valuation allowance on our deferred tax assets.
As of December 31, 2025, we had $1,080.6 million of unrecognized share-based compensation expense, which we expect to recognize over a weighted-average period of 1.9 years.
Stock Repurchase
In November 2024, our board of directors authorized a stock repurchase program of up to $2.0 billion of our Class A common stock. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our Class A common stock through open market purchases, in privately negotiated transactions or in such other manner as permitted by securities law and as determined by management at such time and in such amounts as management may decide. The program does not obligate us to repurchase any specific number of shares and may be modified, suspended or discontinued at any time. The timing, manner, price and amount of any repurchases are determined by management in its
discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. During the year ended December 31, 2025, we repurchased and retired 30,108,015 shares of our Class A common stock for an aggregate purchase price of $927.0 million at an average price per share of $30.79, including $3.3 million excise tax resulting from the Inflation Reduction Act of 2022. As of December 31, 2025, $972.8 million remained available for repurchases under the stock repurchase program.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2022 | Feb 6, 2023 | |
| 2021 | Feb 3, 2022 | |
| 2020 | Feb 5, 2021 | |
| 2019 | Feb 7, 2020 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.