[8-K] PELOTON INTERACTIVE, INC. Reports Material Event

Rhea-AI Filing Summary

Peloton disclosed a redesign of its executive compensation program approved by the Compensation Committee on September 14, 2025. Over a two-year transition beginning in fiscal 2026, affected leadership team members will move to a cash package of base salary plus an annual cash bonus: base salary is set at $850,000 for the remainder of fiscal 2026 and $635,000 for fiscal 2027, with target annual cash bonuses at 20% of pro-rated base salary in 2026 and 60% in 2027, payable 0%–200% based on quantitative operational and qualitative strategic assessments. Long-term incentives will be 70% time-based RSUs and 30% PSUs starting fiscal 2026, with PSUs paying 0%–200% based on performance and service conditions. The Committee also adopted Stock Ownership Guidelines requiring executives and non-employee directors to reach minimum ownership levels within five years. Certain leaders executed offer letter amendments that modify and waive rights under the company’s severance and change-in-control plan. The filing includes a standard safe-harbor statement regarding forward-looking information.

Positive

• Introduces a performance-linked equity mix with long-term incentives of 70% RSUs and 30% PSUs to reinforce pay-for-performance
• Sets clear cash bonus targets (20% pro-rated in 2026, 60% in 2027) with defined 0%–200% payout ranges tied to operational and strategic assessments
• Imposes Stock Ownership Guidelines requiring executives and non-employee directors to reach minimum ownership within five years, aligning management with shareholders
• Provides explicit base salary schedule ($850,000 for remainder of fiscal 2026; $635,000 for fiscal 2027) for transition clarity

Negative

• Certain offer letter amendments modify and waive rights under the company’s severance and change-in-control plan for affected leaders
• Payouts rely in part on qualitative assessments recommended by the CEO (for non-CEO executives), which may introduce subjectivity into bonus determinations
• Forward-looking statements note material uncertainties including ability to achieve profitability and other operational risks

Insights

Compensation Analyst

TL;DR The redesign shifts pay toward performance and ownership, aligning incentives with market practice while imposing new ownership targets.

The Committee's changes move pay mix to cash plus performance-linked equity, with explicit target and payout ranges that tie upside to both operational metrics and strategic qualitative goals. The 70/30 RSU/PSU split restores a significant performance element to long-term incentives, and the five-year stock ownership guideline increases executive alignment with shareholders. The specified base salary schedule and pro-rated bonus targets provide clear near-term cash cost expectations. Amendments that waive severance/change-in-control rights may alter retention dynamics for affected leaders. Overall, the program mirrors common market approaches to strengthen pay-for-performance alignment.

Corporate Governance Expert

TL;DR Governance moves include enforceable ownership targets and contractual changes to severance protections.

The adoption of Stock Ownership Guidelines with a five-year compliance window formalizes long-term alignment expectations for officers and non-employee directors. Requiring amendments to offer letters and waiving certain severance/change-in-control plan rights reflects deliberate contractual restructuring of executive arrangements. The combination of quantitative and qualitative bonus evaluation mechanisms centralizes discretionary assessment by management and the Committee, which strengthens governance oversight but increases reliance on internal performance reviews. The safe-harbor disclosure appropriately frames forward-looking uncertainty.

0001639825false441 Ninth Avenue, Sixth FloorNew YorkNew York00016398252025-09-142025-09-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________________

FORM 8-K

_______________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2025

_______________________________________________________

Peloton Interactive, Inc.

(Exact name of Registrant as Specified in Its Charter)

_______________________________________________________

Delaware			001-39058			47-3533761
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
441 Ninth Avenue, Sixth Floor New York, New York						10001
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (929) 567-0006

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_______________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Class A Common Stock, $0.000025 par value per share			PTON			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Overview

On September 14, 2025, the Compensation Committee (the "Committee") of the Board of Directors of Peloton Interactive, Inc. (the "Company") approved a comprehensive redesign of the Company's executive compensation program applicable to the Company's leadership team members, which the Committee believes will strengthen the Company's commitment to its pay for performance philosophy and further align certain key components of the program with prevailing market practice among the Company's compensation peer group. Certain leadership team members who joined the Company in fiscal year 2025 already have compensation packages that were designed in accordance with the Company's new compensation philosophy.

Changes to Cash Compensation

During a two-year period beginning in fiscal year 2026 (the "Transition Period"), the Company's leadership team members who are not already compensated in accordance with the principles of the redesigned executive compensation program will transition to a new mix of cash compensation, consisting of a base salary and an annual cash bonus opportunity. Each executive’s annual base salary will be at an annual rate of $850,000 for the remainder of fiscal year 2026 and $635,000 for fiscal year 2027. The annual cash bonus opportunity will be targeted at 20% of each executive's pro-rated base salary in fiscal year 2026 and 60% of base salary in fiscal year 2027, in each case subject to the satisfaction of certain performance and service conditions. The cash compensation of each leadership team member will be subject to future adjustment pursuant to the Company's employee compensation policies as in effect from time to time.

During the Transition Period, discretionary annual cash bonuses will be subject to a payout of between 0% and 200% of the applicable target annual cash bonus opportunity for such year based equally on a quantitative assessment of operational performance and a qualitative assessment of achievement toward strategic imperatives, as recommended to the Committee by the Company’s Chief Executive Officer ("CEO") (for everyone other than the CEO).

In connection with the redesigned executive compensation program, certain leadership team members signed an amendment to his or her offer letter, which describes the redesigned executive compensation program. The amendment also modifies and waives certain rights under the Company's severance and change in control plan. The form of offer letter amendment is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Changes to Long-Term Incentive Compensation

Previously, the Committee also had approved for leadership team members the transition from long-term incentive compensation tied solely to time-based restricted stock unit ("RSU") awards to a mix of time-based RSU awards and performance-based restricted stock unit ("PSU") awards beginning in fiscal year 2025. Beginning in fiscal year 2026, long-term incentive awards will consist of 70% of RSUs and 30% of PSUs. PSU awards are expected to be subject to a payout of between 0% and 200% of the applicable target award opportunity for such year, subject to the achievement of applicable performance and service conditions.

Stock Ownership Guidelines

On September 14, 2025, the Committee adopted Stock Ownership Guidelines requiring the Company's executive officers for purposes of the federal securities laws and the non-employee members of the board of directors of the Company to maintain a minimum level of ownership in the Company’s common stock proportional to their annual base salary or cash retainer, as applicable. The Stock Ownership Guidelines provide for a five-year compliance period to achieve the required ownership level.

Safe Harbor Statement

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K other than statements of historical fact, including, without limitation, statements regarding the terms and provisions of our redesigned executive compensation program; the anticipated impacts of such redesign on our business and performance;

and our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions.

We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions and other important factors that could cause actual results to differ materially from those stated, including, without limitation: our ability to achieve and maintain future profitability and positive free cash flow; any inaccuracies in, or failure to achieve, operational and business metrics or forecasts of market growth; our ability to attract and retain highly skilled personnel and maintain our culture; risks related to our common stock and indebtedness; and those risks and uncertainties described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission, as such risks and uncertainties may be updated in our filings with the Securities and Exchange Commission, which are available on the Investor Relations page of our website at https://investor.onepeloton.com/investor-relations and on the SEC website at www.sec.gov.You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Our forward-looking statements speak only as of the date of this Current Report on Form 8-K, and we undertake no obligation to update any of these forward-looking statements for any reason after the date of this Current Report on Form 8-K or to conform these statements to actual results or revised expectations, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
10.1			Form of Letter Agreement.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PELOTON INTERACTIVE, INC.
Date: September 16, 2025			By:			/s/ Tammy Albarrán
						Tammy Albarrán
						Chief Legal Officer and Corporate Secretary

FAQ

What changes did Peloton (PTON) make to executive base salaries for fiscal 2026 and 2027?

The Committee set each affected executive's base salary at $850,000 for the remainder of fiscal 2026 and $635,000 for fiscal 2027.

How are annual cash bonuses structured under Peloton's redesign?

Annual cash bonuses are targeted at 20% of pro-rated base salary in 2026 and 60% in 2027, with payouts between 0% and 200% based equally on quantitative operational performance and qualitative strategic achievement.

What is the new long-term incentive mix at Peloton?

Beginning in fiscal 2026, long-term incentives will be 70% time-based RSUs and 30% performance-based RSUs (PSUs), with PSU payouts ranging from 0%–200% based on performance and service conditions.

What do Peloton's Stock Ownership Guidelines require?

The guidelines require executive officers and non-employee directors to maintain minimum common stock ownership levels proportional to base salary or cash retainer, with a five-year compliance period.

Did Peloton change severance or change-in-control rights for executives?

Yes, certain leadership team members signed offer letter amendments that modify and waive certain rights under the company’s severance and change-in-control plan.