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[Form 4] Peloton Interactive, Inc. Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Elizabeth F. Coddington, Peloton Interactive (PTON) Chief Financial Officer, reported a series of equity transactions tied to vested restricted stock units (RSUs). On 08/15/2025 she had three RSU settlements recorded as acquisitions of 68,681, 50,000 and 119,332 shares. On 08/18/2025 she sold 67,139 shares at a weighted average price of $8.3947 and 118,681 shares at a weighted average price of $8.4354, with the filings stating the sales were to cover tax liabilities and that the latter sales were made under a Rule 10b5-1 plan. The Form 4 shows 346,535 shares of Class A common stock beneficially owned following the reported transactions. Detailed vesting schedules for each RSU tranche are included in the filing.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine tax-cover sales of vested RSUs under a 10b5-1 plan; disclosure is clear and follows standard insider-practices.

The reporting discloses three RSU settlements on 08/15/2025 and subsequent open-market sales on 08/18/2025 explicitly described as tax-withholding actions. One set of sales was executed pursuant to a Rule 10b5-1 trading plan adopted June 3, 2024, which reduces concerns about opportunistic timing. The filing includes weighted-average sale prices and vesting schedules, supporting governance transparency. Material governance issues or unusual timing are not evident within the disclosed facts.

TL;DR: Insider sold shares to cover tax from RSU settlements; transactions and prices are disclosed, overall investor impact appears neutral.

The Form 4 reports RSU conversions totaling 238,013 shares on 08/15/2025 and sales totaling 185,820 shares on 08/18/2025 at weighted-average prices of $8.3947 and $8.4354. The filing indicates the sales were for tax liabilities and the remaining reported beneficial ownership is 346,535 Class A shares. These are compensatory equity events and routine sell-to-cover actions; they do not, by themselves, indicate a change in company fundamentals based on the disclosed facts.

Insider Coddington Elizabeth F
Role Chief Financial Officer
Sold 185,820 shs ($1.56M)
Approx. gross sale proceeds $1.56M
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Class A Common Stock 67,139 $8.3947 $564K
Sale Class A Common Stock 118,681 $8.4354 $1.00M
Exercise Restricted Stock Unit (RSU) 68,681 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) 50,000 $0.00 $0.00
Exercise Restricted Stock Unit (RSU) 119,332 $0.00 $0.00
Exercise Class A Common Stock 68,681 $0.00 $0.00
Exercise Class A Common Stock 50,000 $0.00 $0.00
Exercise Class A Common Stock 119,332 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit (RSU) — 1,564,141 shares (Direct); Class A Common Stock — 346,535 shares (Direct)
Footnotes (8)
  1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
  2. F2. 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. F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3900 to $8.4202 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. F4. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 3, 2024.
  5. F5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3400 to $8.5000 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.
  6. F6. 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. F7. 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.
  8. F8. 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.

FAQ

What insider transactions did Peloton CFO Elizabeth Coddington report in Form 4 (PTON)?
The filing reports RSU settlements on 08/15/2025 for 68,681, 50,000 and 119,332 shares and sales on 08/18/2025 of 67,139 and 118,681 shares.

Why were shares sold by Elizabeth Coddington according to the Form 4?
The Form 4 states the sales were made solely to cover tax liabilities arising from the settlement of RSUs.

Were any sales executed under a trading plan in the Form 4 filing?
Yes. The filing discloses that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted June 3, 2024.

What were the weighted-average prices for the shares sold?
The filing reports weighted-average prices of $8.3947 for one sale tranche and $8.4354 for the other, with specified price ranges in the footnotes.

How many Class A shares does the CFO beneficially own after these transactions?
The Form 4 reports 346,535 shares of Class A common stock beneficially owned following the reported transactions.

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Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 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*
Coddington Elizabeth F
(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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025
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 08/15/2025 M 68,681 A (1) 363,023 D
Class A Common Stock 08/15/2025 M 50,000 A (1) 413,023 D
Class A Common Stock 08/15/2025 M 119,332 A (1) 532,355 D
Class A Common Stock 08/18/2025 S(2) 67,139 D $8.3947(3) 465,216 D
Class A Common Stock 08/18/2025 S(4) 118,681 D $8.4354(5) 346,535 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) 08/15/2025 M 68,681 (6) (6) Class A Common Stock 68,681 $0 686,814 D
Restricted Stock Unit (RSU) (1) 08/15/2025 M 50,000 (7) (7) Class A Common Stock 50,000 $0 400,000 D
Restricted Stock Unit (RSU) (1) 08/15/2025 M 119,332 (8) (8) Class A Common Stock 119,332 $0 477,327 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 $8.3900 to $8.4202 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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 3, 2024.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3400 to $8.5000 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.
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, 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.
8. 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 Elizabeth F. Coddington 08/19/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR