Pinterest Share Buyback Backed by Elliott Investment
Pinterest share buyback will be funded by Elliott Investment Management via a $1.0 billion ASR and convertibles, prompting traders to watch ASR timing.
KEY TAKEAWAYS
- Board authorized a $3.5 billion repurchase program with ASR and open-market purchases.
- Pinterest will pay $1.0 billion for an ASR with 80.0% initial delivery and completion by Q2 2026.
- Elliott will buy $1.0 billion of convertibles due 2031 with a 1.8% coupon and $22.72 conversion price.
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Pinterest Inc. (PINS) said in a press release on March 3, 2026, that Elliott Investment Management will finance a Pinterest share buyback, accelerating planned repurchases and setting an immediate timetable for near-term purchases as the company outlined its program terms.
Repurchase Program and Financing Terms
Pinterest’s board authorized a $3.5 billion share repurchase program for Class A common stock, replacing the prior authorization. The plan allows purchases in the open market, through an accelerated share repurchase (ASR), and by private negotiation. It has no fixed end date, and the board may suspend or discontinue it. After near-term transactions tied to the Elliott financing, the board’s remaining repurchase authority will total $2.5 billion.
Proceeds from Elliott’s investment will fund a $1.0 billion ASR. Pinterest will make the ASR payment on March 5, 2026, with initial delivery of roughly 80% of the shares expected at that time. The ASR is scheduled to complete by the end of the second quarter, with the final share count determined by the volume-weighted average price (VWAP) during the transaction term, less any discount.
The company expects about $2.0 billion in repurchases during the first half of 2026. This total includes the ASR, up to $500 million in open-market purchases under a Rule 10b5-1 plan, and $473 million repurchased year-to-date under the prior program.
Elliott affiliates will purchase $1.0 billion aggregate principal of convertible senior notes due March 1, 2031. The notes carry a 1.75% annual coupon and convert at about $22.72 per share, roughly a 30.0% premium to the March 2 closing price. They include customary anti-dilution adjustments, combining modest interest costs with equity optionality tied to the conversion price.
Pinterest said it will file a Form 8-K with the SEC containing additional details. Goldman Sachs is acting as the company’s exclusive financial adviser; Wachtell, Lipton, Rosen & Katz serves as legal counsel to Pinterest, and Davis Polk & Wardwell represents Elliott.
Before the transaction, Elliott held roughly 4.8% of Pinterest and was the company’s third-largest shareholder. The deal will make it the largest holder, the company said. Marc Steinberg, an Elliott partner and Pinterest board member, said, “We have been steadfast supporters of Pinterest since we first invested in 2022, and have strong conviction in the Company’s trajectory.” Chief Executive Bill Ready said the repurchase reflects a belief that the current share price undervalues the company’s strength and long-term growth opportunity.
