PTON Form 4: Jay C. Hoag Reports 6,349 RSUs and Multi‑Million Share Fund Holdings
Rhea-AI Filing Summary
Jay C. Hoag, a director of Peloton Interactive, Inc. (PTON), reported acquisition of 6,349 restricted stock units (RSUs) on 09/03/2025 that convert one-for-one into Class A common shares upon settlement for no consideration. Following the reported transaction, Mr. Hoag directly holds 38,798 Class A shares and beneficially reports sizable indirect holdings through affiliated TCV entities totaling multiple positions (largest: 2,602,444 shares held by TCV IX, L.P.). The filing discloses vesting terms for the RSUs (25% vesting on March 3, June 3, September 3, 2025 and final 25% by December 3, 2025 or the 2025 annual meeting) and states Mr. Hoag disclaims beneficial ownership of certain fund-held shares except to the extent of his pecuniary interest. The form is signed by an authorized signatory on 09/05/2025.
Positive
- Acquisition of 6,349 RSUs converting one-for-one to Class A shares for no consideration, indicating retention/compensation alignment with shareholders
- Transparent disclosure of direct and extensive indirect holdings through TCV entities, including specific share counts and vesting schedule
Negative
- None.
Insights
TL;DR: Routine insider award and fund holdings; material size via affiliated funds but transaction itself is a standard RSU vesting.
The reported 6,349 RSU settlement is a non-cash, service-based equity award that will convert to Class A shares and reflects compensation or retention mechanics rather than an open-market purchase or sale. The filing also documents extensive indirect holdings through multiple TCV-managed vehicles, including a reported 2.6 million share position in TCV IX, L.P., which is relevant for understanding overall insider-related ownership concentration. The disclosure includes customary disclaimers of beneficial ownership where shares are held by managed funds and clarifies vesting schedule and settlement mechanics.
TL;DR: Disclosure is complete for a Form 4: awards, vesting schedule, and fund relationships are described.
The Form 4 clearly identifies the reporting person 27s direct and indirect holdings and explains the managerial and partner roles linking Mr. Hoag to the TCV entities that own substantial share blocks. Vesting dates and the one-for-one RSU settlement are specified, and the filing includes the required signature and date. No departures from standard reporting practice are evident in the filing text provided.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit (RSU) | 6,349 | $0.00 | -- |
| Exercise | Class A Common Stock | 6,349 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the issuer's Class A common stock upon settlement for no consideration. Jay C. Hoag has sole voting and dispositive power over the RSUs and shares he holds directly. However, TCV IX Management, L.L.C. and TCV X Management, L.L.C., collectively, have a right to 100% of the pecuniary interest in such securities. Mr. Hoag is a Member of TCV IX Management, L.L.C. and TCV X Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such RSUs and the shares to be received upon their vesting except to the extent of his pecuniary interest therein. These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Director and a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Jay C. Hoag is a Class A Director and a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (A), L.P., which in turn is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX A Opportunities but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Director and a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV IX (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV Member Fund, L.P. ("Member Fund"). Jay C. Hoag is a limited partner of Member Fund and a Class A Director and a Class A Member of Management IX. Management IX is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV X, L.P. ("TCV X"). Jay C. Hoag is a Class A Director and a Class A Member of Technology Crossover Management X, Ltd. ("Management X") and a limited partner of Technology Crossover Management X, L.P. ("TCM X"). Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X. Mr. Hoag may be deemed to beneficially own the shares held by TCV X, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV X (A) Blocker, L.P. ("TCV X A Blocker"). Jay C. Hoag is a Class A Director and a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X (A), L.P., which in turn is sole shareholder of TCV X (A) Blocker, Ltd., which in turn is the sole limited partner of TCV X A Blocker. Mr. Hoag may be deemed to beneficially own the shares held by TCV X A Blocker but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV X (B), L.P. ("TCV X (B)"). Jay C. Hoag is a Class A Director and a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV X (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares are directly held by TCV X Member Fund, L.P. ("TCV X Member Fund"). Jay C. Hoag is a Class A Director and a Class A Member of Management X and a limited partner of TCV X Member Fund. Management X is the sole general partner of TCV X Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by TCV X Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Jay C. Hoag is a Member of TCV IX Management, L.L.C and TCV X Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such RSUs and the shares to be received upon their vesting except to the extent of his pecuniary interest therein. The RSUs vest as to 25% of the total shares quarterly on each of March 3, 2025, June 3, 2025 and September 3, 2025, with the final 25% vesting on the earlier of (i) December 3, 2025 and (ii) the 2025 annual stockholders meeting, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
