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

Sentiment:

Insider Transaction Report


Pinterest co-founder and director Benjamin Silbermann sold 102,083 shares of Class A Common Stock for approximately $3.67 million through pre-arranged Rule 10b5-1 trading plans.

Summary

  • Benjamin Silbermann, a Director and 10% Owner of Pinterest, Inc. (PINS), reported transactions involving the sale of Class A Common Stock.
  • On June 25, 2025, Silbermann converted 83,333 shares of Class B Common Stock into Class A Common Stock, held indirectly by the Benjamin and Divya Silbermann Family Trust.
  • Concurrently, the Benjamin and Divya Silbermann Family Trust sold these 83,333 Class A shares at a weighted average price of $35.9873 per share, totaling approximately $2,998,000.
  • Additionally, 18,750 shares of Class B Common Stock were converted to Class A Common Stock, held indirectly by SFTC, LLC.
  • SFTC, LLC then sold these 18,750 Class A shares at a weighted average price of $35.9886 per share, totaling approximately $674,786.
  • All sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Silbermann on December 13, 2024.
  • The sales prices for the 83,333 shares ranged from $35.7400 to $36.2050, and for the 18,750 shares, they ranged from $35.7400 to $36.2000.
  • Following these transactions, the Benjamin and Divya Silbermann Family Trust holds 36,653,559 shares of Class B Common Stock, and SFTC, LLC holds 8,968,780 shares of Class B Common Stock.
  • Mr. Silbermann directly holds 8,414 Class A Common Stock (RSUs subject to vesting) and 1,174,715 Class B Common Stock.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can be perceived negatively, the fact that it was conducted under a pre-arranged Rule 10b5-1 plan mitigates concerns, as it indicates a planned divestment rather than a reaction to adverse company news.

Positives

  • The sales were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned divestment rather than a reaction to new negative information.

Negatives

  • Insider selling, even under a 10b5-1 plan, can sometimes be perceived as a slight negative signal, as it reduces the insider's direct equity stake.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing reports an individual insider transaction and does not provide broader industry context or trends. It reflects a planned stock sale by a co-founder and director of Pinterest, Inc.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Share Ownership Structure ClarificationThe filing clarifies the conversion mechanism of Class B Common Stock to Class A Common Stock, noting that each Class B share is convertible into one Class A share at the holder's option and automatically upon certain transfers, as outlined in the Issuer's Certificate of Incorporation.NAProvides transparency on the dual-class share structure and conversion rules, which is a standard governance disclosure for companies with such structures.

Related Party Transactions

  • The sales were conducted by the Benjamin and Divya Silbermann Family Trust and SFTC, LLC, both entities indirectly associated with the reporting person, Benjamin Silbermann.
  • Mr. Silbermann disclaims beneficial ownership of shares held by SFTC, LLC, except to the extent of his pecuniary interest through immediate family members' interests in The Silbermann 2012 Irrevocable Trust.

Stakeholder Impact

  • Shareholders: The sale of shares by a co-founder and director could be interpreted by some shareholders as a signal, though the 10b5-1 plan mitigates the negative implication. It represents a minor dilution of the insider's direct stake relative to total holdings.
  • Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing, as it pertains solely to an insider's personal stock transactions.

Key Dates

DateDescription
12/13/2024Date Rule 10b5-1 trading plan was adopted by the reporting person.
06/25/2025Date of earliest transaction (conversion and sale of Class A Common Stock).
06/26/2025Signature date of the reporting person's attorney-in-fact.

Keywords

Pinterest, PINS, SEC Form 4, Insider Trading, Benjamin Silbermann, Stock Sale, Rule 10b5-1, Class A Common Stock, Class B Common Stock, Director, 10% Owner

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