8-KAccepted Oct 2, 5:10 PM ET
Pinterest, Inc.: amends severance and change in control plan
Accepted (ET)
5:10 PM
Oct 2, 2026
Filed
Oct 2, 2026
Documents
12
Size
154.2 KB
Summary
Pinterest, Inc.: amends severance and change in control plan
What happened The filing says the board amended and restated the Pinterest, Inc. Severance and Change in Control Plan for Employees in Level 21 Positions, effective Sep 30, 2026. The Plan applies to certain employees in job category position Level 21 and requires a participant’s execution of a separation and release agreement acceptable to the Company and continued adherence to a confidential information and invention assignment agreement to receive benefits.
The filing says, in addition to prior benefits, participants will receive (i) a pro-rated portion of the participant’s target annual bonus for the year of termination if terminated without “cause” and not in connection with a “change in control,” and (ii) in the event of a termination without cause or for “good reason” in connection with a change in control, a bonus equal to the greater of the participant’s target annual bonus for the year of termination or the annual bonus based on actual Company performance, in each case measured as of the date of the change in control. The Plan also addresses performance-based restricted stock units, single-trigger equity acceleration only if awards are not assumed/substituted/continued/replaced, and revises “good reason” to include a reduction of more than 10% in a participant’s target annual bonus.
Key details
- Effective Sep 30, 2026; applies to employees in job category position Level 21.
- Termination without “cause” (not in connection with a change in control): pro-rated portion of target annual bonus for year of termination, subject to separation and release and confidentiality/invention agreement.
- Termination without cause or for “good reason” in connection with a change in control: bonus equal to the greater of target annual bonus or annual bonus based on actual Company performance, measured as of the date of the change in control.
- Plan clarifications: performance-based RSUs governed by award agreements; single-trigger equity acceleration only if awards are not assumed/substituted/continued/replaced; “good reason” now includes a reduction of more than 10% in target annual bonus.
Why it may matter This report is Item 5.02 (Departure of directors or certain officers). The filing covers an amendment and restatement of the Company’s severance and change in control plan for Level 21 employees and describes the amended payout and equity-treatment terms, effective Sep 30, 2026. The filing does not show why the insider traded or why the company acted.