PTON Rule 144 Filing: 122,917 Shares to Be Sold via Morgan Stanley (~$1.03M)

Rhea-AI Filing Summary

Form 144 notice for Peloton Interactive, Inc. (PTON) reports a proposed sale of 122,917 shares of Class A Common stock through Morgan Stanley Smith Barney LLC on 08/18/2025 with an aggregate market value of $1,025,656.32. The filing states these shares were acquired on 08/18/2025 by restricted stock vesting under a registered plan and payment is listed as Services Rendered. The filer also disclosed a prior sale by the same person on 05/20/2025 of 114,318 shares for gross proceeds of $751,474.00. The form includes the required representation that the seller is not aware of undisclosed material adverse information about the issuer and warns against intentional misstatements.

Positive

• Required Rule 144 disclosure completed with acquisition date, broker, number of shares, and aggregate market value
• Securities acquired via restricted stock vesting under a registered plan, indicating a standard compensation-related source
• Prior sale disclosed (114,318 shares on 05/20/2025 for $751,474), providing additional transparency about recent insider sales

Negative

• No indication of a pre-existing trading plan (Rule 10b5-1) provided in the filing, so the timing context is limited
• Filing gives no information about the seller's relationship to the issuer beyond the generic Rule 144 definition, limiting governance context

Insights

Securities Analyst

TL;DR: Insider sale via Rule 144 of 122,917 shares valued at ~$1.03M; transaction appears to follow restricted stock vesting and required disclosure.

The filing documents a routine Rule 144 notification for the proposed sale of 122,917 Class A shares vested under a registered plan, executed through Morgan Stanley Smith Barney LLC with an indicated aggregate market value of $1,025,656.32. The disclosure of a prior sale on 05/20/2025 (114,318 shares for $751,474) provides context on recent insider liquidity. From a securities compliance perspective, the notice supplies standard elements: acquisition date, nature of acquisition, broker details, and the seller's certification regarding material non-public information. The size of the sale is small relative to the total outstanding shares (391,926,269), suggesting limited potential market impact based solely on these amounts.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 requirements; shows vesting-related disposition and an attestation on material information.

The filer indicates that the securities were acquired by restricted stock vesting under a registered plan and that payment was for services rendered, which is consistent with typical executive compensation mechanics. The form includes the statutory attestation that no undisclosed material adverse information is known to the seller, and it warns against false statements. There is no information in the filing about any trading plan (e.g., Rule 10b5-1) or about the filer’s relationship to the issuer beyond the required representation. For governance review, the filing is procedurally complete but provides limited insight into the motivations or timing beyond vesting.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	122917	1025656.32	391926269	08/18/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common	08/18/2025	Restricted stock vesting under a registered plan	Issuer			122917	08/18/2025	Services Rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
DION SANDERS 441 Ninth Avenue Sixth Floor New York NY 10001	Class A Common	05/20/2025	114318	751474.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Peloton's (PTON) Form 144 filing disclose?

The filing discloses a proposed sale of 122,917 Class A shares through Morgan Stanley Smith Barney LLC on 08/18/2025, with an aggregate market value of $1,025,656.32.

How were the shares acquired that are being sold under Rule 144?

The shares were acquired on 08/18/2025 as restricted stock vesting under a registered plan; consideration is listed as Services Rendered.

Did the filer recently sell other Peloton shares?

Yes. The same person sold 114,318 Class A shares on 05/20/2025 for gross proceeds of $751,474.00, as disclosed in the filing.

Who is the broker handling the proposed sale?

The broker named in the filing is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

Does the filing state the seller knows of any undisclosed material information?

The seller represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.