Peloton (NASDAQ: PTON) CCO sells shares after RSU vesting events

Rhea-AI Filing Summary

Peloton Interactive Chief Commercial Officer Dion C. Sanders reported both stock sales and equity vesting activity. On February 17, 2026, he sold 88,242 shares of Class A Common Stock in an open-market transaction at a weighted average price of $4.1368 per share. According to the filing, this sale was made solely to cover his tax liability related to recently settled restricted stock units (RSUs).

On February 15, 2026, multiple RSU awards were exercised or settled, each RSU representing one share of Class A Common Stock at an exercise price of $0.00. After these transactions, Sanders directly held 146,844 shares of Peloton Class A Common Stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sanders Dion C.

(Last) (First) (Middle)

C/O PELOTON INTERACTIVE, INC.

441 NINTH AVENUE, SIXTH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PELOTON INTERACTIVE, INC. [ PTON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/15/2026		M		5,990	A	(1)	5,990	D
Class A Common Stock	02/15/2026		M		17,151	A	(1)	23,141	D
Class A Common Stock	02/15/2026		M		54,946	A	(1)	78,087	D
Class A Common Stock	02/15/2026		M		12,584	A	(1)	90,671	D
Class A Common Stock	02/15/2026		M		40,000	A	(1)	130,671	D
Class A Common Stock	02/15/2026		M		104,415	A	(1)	235,086	D
Class A Common Stock	02/17/2026		S(2)		88,242	D	$4.1368(3)	146,844	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			5,990	(4)	(4)	Class A Common Stock	5,990	$0	0	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			17,151	(5)	(5)	Class A Common Stock	17,151	$0	68,603	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			54,946	(6)	(6)	Class A Common Stock	54,946	$0	439,560	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			12,584	(7)	(7)	Class A Common Stock	12,584	$0	25,168	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			40,000	(8)	(8)	Class A Common Stock	40,000	$0	240,000	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			104,415	(9)	(9)	Class A Common Stock	104,415	$0	208,831	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.0950 to $4.2150 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2022, with 100% of the total shares vested on February 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

5. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2023, with 100% of the total shares vested on February 15, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

6. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2024, with 100% of the total shares vested on February 15, 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

7. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2022, with 100% of the total shares vested on August 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

8. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

9. The RSUs vest as to 12.50% of the total shares quarterly, commencing November 15, 2024, with 100% of the total shares vested on August 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

	/s/ Tammy Albarran as attorney-in-fact for Dion C. Sanders	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Peloton (PTON) report for Dion C. Sanders?

Peloton reported that Chief Commercial Officer Dion C. Sanders sold 88,242 shares of Class A Common Stock and settled multiple restricted stock unit (RSU) awards. The RSU settlements converted into shares at a price of $0.00 per share as part of his equity compensation.

Why did Dion C. Sanders sell Peloton (PTON) shares in this Form 4?

The filing states that the sale of 88,242 Peloton Class A shares was made solely to cover Dion C. Sanders’ tax liability arising from the settlement of RSUs. This indicates the transaction was linked to equity compensation rather than a discretionary open-market liquidation.

How many Peloton (PTON) shares did Dion C. Sanders sell and at what price?

Dion C. Sanders sold 88,242 shares of Peloton Class A Common Stock at a weighted average price of $4.1368 per share. The filing notes these shares were sold in multiple trades within a price range from $4.0950 to $4.2150 per share.

What RSU activity for Peloton (PTON) was disclosed for Dion C. Sanders?

The Form 4 shows multiple RSU exercises on February 15, 2026, each RSU converting into one share of Peloton Class A Common Stock at $0.00. Several RSU grants vest 6.25% or 12.5% quarterly, subject to continued service through scheduled vesting dates.

How many Peloton (PTON) shares does Dion C. Sanders own after these transactions?

After the reported RSU settlements and the sale of 88,242 shares, Dion C. Sanders directly holds 146,844 shares of Peloton Class A Common Stock. This figure reflects his updated direct ownership position immediately following the disclosed transactions.

What vesting schedule applies to Dion C. Sanders’ Peloton (PTON) RSUs?

Several RSU grants vest 6.25% of total shares quarterly starting on dates such as May 15, 2022, May 15, 2023, and May 15, 2024, with 100% vesting by February 15, 2026, 2027, or 2028, contingent on continued service. Some grants vest 12.5% quarterly.