Form 4: Pinterest Co-Founder Benjamin Silbermann Sells Over 100,000 Shares Under Pre-Arranged Trading Plan

Pinterest co-founder and director Benjamin Silbermann sold 102,083 shares of Class A Common Stock for approximately $3.55 million, as part of a pre-scheduled Rule 10b5-1 trading plan.

Summary

• Benjamin Silbermann, a director and 10% owner of Pinterest, Inc. (PINS), executed sales of Class A Common Stock on June 11, 2025.
• The transactions involved the conversion of 83,333 shares of Class B Common Stock from the Benjamin and Divya Silbermann Family Trust and 18,750 shares from SFTC, LLC into Class A Common Stock.
• Immediately following the conversions, a total of 102,083 Class A shares were sold.
• The shares from the Benjamin and Divya Silbermann Family Trust were sold at a weighted average price of $34.8115 per share.
• The shares from SFTC, LLC were sold at a weighted average price of $34.8116 per share.
• The sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Silbermann on December 13, 2024.
• The reported sale prices ranged from $34.5500 to $35.0900 per share.
• Following these transactions, Mr. Silbermann's indirect holdings include 36,820,225 Class B shares via the Benjamin and Divya Silbermann Family Trust and 9,006,280 Class B shares via SFTC, LLC, in addition to 1,174,715 direct Class B shares and 8,414 direct Class A shares (RSUs subject to vesting).

Sentiment

Score: 6

Explanation: The sale of shares by a co-founder could be seen as slightly negative, but the fact that it was executed under a pre-arranged Rule 10b5-1 trading plan significantly mitigates any negative sentiment, indicating a planned liquidity event rather than a reaction to adverse company news. The reporting person also retains substantial holdings.

Positives

• The sales were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and systematic approach to liquidity rather than an immediate reaction to market conditions.
• The reporting person continues to hold a substantial number of Class B shares, demonstrating continued significant ownership and alignment with long-term company performance.

Negatives

• The sale of shares by a co-founder and director, even if pre-planned, can sometimes be perceived negatively by investors as it reduces insider ownership, though the impact is mitigated by the 10b5-1 plan.

Risks

• No specific risks related to the company's operations or financial health are mentioned in this Form 4 filing. The inherent risk is the perception of insider selling, which is common but can sometimes lead to negative market sentiment if not understood as part of a pre-planned strategy.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook. It strictly reports insider transactions.

Management Comments

• "The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2024."
• "The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $34.5500 to $35.0900 per share."
• "Mr. Silbermann disclaims beneficial ownership of the shares held by the SFTC, LLC... This report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of certain of his immediate family members' interests in The Silbermann 2012 Irrevocable Trust."

Industry Context

SEC Form 4 filings are standard disclosures for insider transactions (purchases, sales, grants, conversions) by company officers, directors, and significant shareholders. The use of a Rule 10b5-1 trading plan is a common practice among executives to sell shares systematically over time, reducing the risk of accusations of trading on material non-public information. This particular filing indicates a routine liquidity event for a co-founder, rather than a signal of a change in company fundamentals or strategy.

Related Party Transactions

• The conversion and sale of shares from the Benjamin and Divya Silbermann Family Trust and SFTC, LLC (a Delaware limited liability company owned by The Silbermann 2012 Irrevocable Trust) are considered related party transactions as they involve entities connected to the reporting person, Benjamin Silbermann.

Stakeholder Impact

• Shareholders: The sale of shares by a co-founder could lead to minor concerns about insider confidence, but the 10b5-1 plan typically alleviates significant negative interpretations. The volume sold is a small fraction of total outstanding shares.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this type of filing.

Key Dates

Recommendation

Keywords

Pinterest, PINS, Benjamin Silbermann, Form 4, SEC filing, insider trading, stock sale, 10b5-1 plan, Class A Common Stock, Class B Common Stock, beneficial ownership