Peloton (PTON) Rule 144 Notice: 206,901 Shares From Vested Awards

Rhea-AI Filing Summary

Form 144 filed for Peloton Interactive, Inc. (PTON) discloses a proposed sale of 206,901 Class A common shares with an aggregate market value of $1,609,317.36, to be executed approximately on 09/16/2025 on NASDAQ. The filing shows these 206,901 shares were acquired on 09/15/2025 as 139,330 performance stock units and 67,571 restricted stock vesting under a registered plan, with consideration described as services rendered. The filing also reports prior sales by the same person, Nicholas Caldwell, of 171,641 Class A shares on four dates between 06/16/2025 and 08/22/2025, generating total gross proceeds of $1,335,676.20. The filer signs the required representation that no undisclosed material adverse information is known.

Positive

• Planned sale amount fully disclosed: 206,901 Class A shares proposed for sale with aggregate market value $1,609,317.36.
• Source of shares disclosed: 139,330 performance stock units and 67,571 restricted stock vesting acquired 09/15/2025.
• Transparency on recent sales: Prior insider sales totaling 171,641 shares for $1,335,676.20 are reported.

Negative

• Insider selling a material block: 206,901 shares proposed for sale could be viewed as a sizable insider disposition relative to the reported outstanding shares.
• Substantial recent insider sales: 171,641 shares sold across four transactions between 06/16/2025 and 08/22/2025 for $1,335,676.20.

Insights

Financial Analyst

TL;DR Insider intends to sell newly vested compensation shares totaling 206,901 Class A shares on 09/16/2025; prior sales totaled 171,641 shares.

The filing documents a planned sale of shares that were acquired the prior day through performance stock units and restricted stock vesting, indicating these shares arose from compensation rather than open-market purchase. The aggregate market value of the planned sale is $1.61 million, while prior insider dispositions in the last three months generated $1.336 million. For investors, this is a routine insider disclosure reflecting vested equity monetization; the filing does not include any financial results, guidance, or non-public operational information.

Corporate Governance Expert

TL;DR This is a standard Rule 144 notice showing sale of vested compensation shares and recent insider sales, filed to comply with disclosure rules.

The form indicates the seller relied on Rule 144 procedures by filing a notice of proposed sale. Acquisitions are explicitly tied to compensation (performance stock units and restricted stock vesting) and payment is described as services rendered. The signature representation about absence of undisclosed material adverse information is present. There is no indication of trading-plan adoption or other compliance detail in the text provided.

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	206901	1609317.36	391926269	09/16/2025	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	09/15/2025	Performance Stock Units	Issuer			139330	09/15/2025	Services Rendered
Class A Common	09/15/2025	Restricted stock vesting under a registered plan	Issuer			67571	09/15/2025	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
NICHOLAS CALDWELL 441 Ninth Avenue Sixth Floor New York NY 10001	Class A Common	08/22/2025	10477	83600.00
NICHOLAS CALDWELL 441 Ninth Avenue Sixth Floor New York NY 10001	Class A Common	08/18/2025	66949	563610.16
NICHOLAS CALDWELL 441 Ninth Avenue Sixth Floor New York NY 10001	Class A Common	08/07/2025	30290	241707.00
NICHOLAS CALDWELL 441 Ninth Avenue Sixth Floor New York NY 10001	Class A Common	06/16/2025	63925	446759.04

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 size of Peloton (PTON) shares is the insider proposing to sell?

206,901 Class A shares are proposed for sale, with an aggregate market value of $1,609,317.36.

When is the proposed sale of PTON shares expected to occur?

Approximate date of sale is 09/16/2025 and the exchange is listed as NASDAQ.

How were the 206,901 shares acquired according to the filing?

Acquired on 09/15/2025 as 139,330 performance stock units and 67,571 restricted stock vesting under a registered plan, with payment described as services rendered.

Who sold shares in the past three months and what were the proceeds?

Nicholas Caldwell sold 171,641 Class A shares on four dates between 06/16/2025 and 08/22/2025, generating total gross proceeds of $1,335,676.20.

Does the filing state any undisclosed material information about Peloton?

The filer represents by signature that they do not know any material adverse information regarding the issuer that has not been publicly disclosed.