As filed with the Securities and Exchange Commission on February 6, 2025
    Registration No. 333‑

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S‑8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
PINTEREST, INC.
(Exact name of Registrant as specified in its charter)
________________________
Delaware26-3607129
(State or other jurisdiction
of incorporation or organization)		(IRS Employer
Identification No.)

651 Brannan Street
San Francisco, California 94107
Telephone: (415) 762-7100
(Address of principal executive offices, including zip code)
________________________

2019 Omnibus Incentive Plan
(Full title of the plan)
________________________
Wanji Walcott
Chief Legal Officer
Pinterest, Inc.
651 Brannan Street
San Francisco, California 94107
Telephone: (415) 762-7100
(Name, address and telephone number, including area code, of agent for service)
________________________
Copies to:
Aaron BriggsJacquie Katzel
Gibson, Dunn & Crutcher LLPVP & Deputy General Counsel
One Embarcadero Center Suite 2600Pinterest, Inc.
San Francisco, CA 94111651 Brannan Street
(415) 393-8200San Francisco, California 94107
(415) 762-7100
________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filer    ☒    Accelerated filer    ☐
Non‑accelerated filer    ☐  (Do not check if a smaller reporting company)    Smaller reporting company    ☐
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐


EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Pinterest, Inc. (the “Registrant”), relating to 33,796,661 additional shares of its Class A common stock, par value $0.00001 per share, available for issuance pursuant to the Pinterest, Inc. 2019 Omnibus Incentive Plan. The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on April 23, 2019 (File No. 333-230999), February 7, 2020 (File No. 333-236301), February 5, 2021 (File No. 333-252746), February 3, 2022 (File No. 333-262500), February 6, 2023 (File No. 333-269599) and February 8, 2024 (File No. 333-276956), together with all exhibits filed therewith or incorporated therein by reference, is hereby incorporated by reference pursuant to General Instruction E to Form S-8.
PART II
Item 8.    Exhibits.

(1)    Incorporated by reference to Exhibit 3.2 filed with the Registrant’s Current Report on Form 8-K (File No. 001-38872), filed with the Commission on April 23, 2019.
(2)    Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K (File No. 001-38872), filed with the Commission on November 19, 2024.
(3)    Incorporated by reference to Exhibit 3.3 filed with the Registrant’s Annual Report on Form 10-K (File No. 001-38872), filed with the Commission on February 6, 2025.
(4)    Incorporated by reference to Exhibit 10.11 filed with the Registrant’s Registration Statement on Form S‑1/A (File No. 333-230458), filed with the Commission on March 29, 2019.
*    Filed herewith.





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on the 6th day of February, 2025.
PINTEREST, INC.
Date: February 6, 2025
By:/s/ William Ready
William Ready
Chief Executive Officer
POWER OF ATTORNEY

The undersigned directors and officers of Pinterest, Inc. hereby constitute and appoint William Ready, Julia Brau Donnelly and Wanji Walcott, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to the Registration Statement, and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith to be filed with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.



NameTitleDate
/s/ William ReadyChief Executive Officer (Principal Executive Officer) and DirectorFebruary 6, 2025
William Ready
/s/ Chip BerghDirectorFebruary 6, 2025
Chip Bergh
/s/ Salaam Coleman SmithDirectorFebruary 6, 2025
Salaam Coleman Smith
/s/ Leslie J. KilgoreDirectorFebruary 6, 2025
Leslie J. Kilgore
/s/ Jeremy S. LevineDirectorFebruary 6, 2025
Jeremy S. Levine
/s/ Gokul RajaramDirectorFebruary 6, 2025
Gokul Rajaram
/s/ Fredric G. ReynoldsDirectorFebruary 6, 2025
Fredric G. Reynolds
/s/ Scott SchenkelDirectorFebruary 6, 2025
Scott Schenkel
/s/ Benjamin SilbermannDirectorFebruary 6, 2025
Benjamin Silbermann
/s/ Marc SteinbergDirectorFebruary 6, 2025
Marc Steinberg
/s/ Andrea WishomDirectorFebruary 6, 2025
Andrea Wishom
/s/ Julia Brau Donnelly
Chief Financial Officer (Principal Financial Officer)
February 6, 2025
Julia Brau Donnelly
/s/ Andrea AcostaChief Accounting Officer (Principal Accounting Officer)February 6, 2025
Andrea Acosta


0001506293Pinterest, Inc.S-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure000150629312025-02-062025-02-0600015062932025-02-062025-02-06



Exhibit 107.1


CALCULATION OF REGISTRATION FEE

Form S-8

Pinterest, Inc.

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount
to be
Registered(1)
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee RateAmount of Registration Fee
Equity
Class A Common Stock, $0.00001 par value per share, reserved for issuance pursuant to the Pinterest, Inc. 2019 Omnibus Incentive Plan
457(a)33,796,661 (2)$32.76 (3)$1,107,178,614.36$153.10 per $1,000,000$169,509.05
Total Offering Amounts$1,107,178,614.36$169,509.05
Total Fee OffsetsN/A
Net Fee Due$169,509.05



(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock, $0.00001 par value per share (“Common Stock”) of Pinterest, Inc. (the “Registrant”) that become issuable under the Pinterest, Inc. 2019 Omnibus Incentive Plan (the “Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.
(2) Reflects an automatic increase to the number of shares of Common Stock reserved for issuance pursuant to future awards under the Plan. Such increase automatically occurred on January 1, 2025 pursuant to the terms of the Plan.
(3)    Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act based on the average of the high and low sales prices per share of the Common Stock as reported on the New York Stock Exchange on February 3, 2025.



Exhibit 5.1
gd-wordmarkxsecfilings002.jpg


February 6, 2025


Pinterest Inc.
651 Brannan Street
San Francisco, CA 94107

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Pinterest, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 33,796,661 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”). The Shares are to be issued under the Pinterest, Inc. 2019 Omnibus Incentive Plan (the “Plan”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies, of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and sold against payment therefor in accordance with the terms set forth in the Plan as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.


Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP



Gibson, Dunn & Crutcher LLP
One Embarcadero Center Suite 4000 | San Francisco, CA 94111-3715 | T: Tel 415.393.8200 | F: 310.551.8741 | gibsondunn.com


Exhibit 23.2
Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2019 Omnibus Incentive Plan of Pinterest, Inc. of our reports dated February 6, 2025, with respect to the consolidated financial statements of Pinterest, Inc., and the effectiveness of internal control over financial reporting of Pinterest, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
February 6, 2025



v3.25.0.1
Submission
Feb. 06, 2025
Submission [Line Items]  
Central Index Key 0001506293
Registrant Name Pinterest, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 06, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Rule 457(a) true
Security Type Equity
Security Class Title Class A Common Stock, $0.00001 par value per share
Amount Registered | shares 33,796,661
Proposed Maximum Offering Price per Unit 32.76
Maximum Aggregate Offering Price $ 1,107,178,614.36
Fee Rate 0.01531%
Amount of Registration Fee $ 169,509.05
Offering Note (1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock, $0.00001 par value per share (“Common Stock”) of Pinterest, Inc. (the “Registrant”) that become issuable under the Pinterest, Inc. 2019 Omnibus Incentive Plan (the “Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.
(2) Reflects an automatic increase to the number of shares of Common Stock reserved for issuance pursuant to future awards under the Plan. Such increase automatically occurred on January 1, 2025 pursuant to the terms of the Plan.
(3)    Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act based on the average of the high and low sales prices per share of the Common Stock as reported on the New York Stock Exchange on February 3, 2025.
v3.25.0.1
Fees Summary
Feb. 06, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 1,107,178,614.36
Total Fee Amount 169,509.05
Net Fee $ 169,509.05
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