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

Securities Analyst

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.

Corporate Governance Expert

TL;DR: Disclosure is complete for a Form 4: awards, vesting schedule, and fund relationships are described.

The Form 4 clearly identifies the reporting person27s 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.

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

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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^*

Hoag Jay C

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		M		6,349	A	(1)	38,798	D(2)
Class A Common Stock								2,602,444	I	TCV IX, L.P.(3)
Class A Common Stock								734,319	I	TCV IX (A) Opportunities, L.P.(4)
Class A Common Stock								138,996	I	TCV IX (B), L.P.(5)
Class A Common Stock								200,654	I	TCV Member Fund, L.P.(6)
Class A Common Stock								1,878,926	I	TCV X, L.P.(7)
Class A Common Stock								465,945	I	TCV X (A) Blocker, L.P.(8)
Class A Common Stock								91,608	I	TCV X (B), L.P.(9)
Class A Common Stock								105,147	I	TCV X Member Fund, L.P.(10)
Class A Common Stock								59,440	I	TCV IX Management, L.L.C.(11)
Class A Common Stock								24,888	I	TCV X Management, L.L.C.(11)

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)	09/03/2025		M			6,349	(12)	(12)	Class A Common Stock	6,349	$0.00	6,349	D(2)

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

	/s/ Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	09/05/2025
	** 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.
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FAQ

What did Jay C. Hoag report on Form 4 for PTON?

He reported acquisition of 6,349 RSUs on 09/03/2025 that convert to Class A common shares for no consideration, and updated direct and indirect holdings.

How many Peloton (PTON) shares does Jay C. Hoag directly own after the transaction?

The filing reports Mr. Hoag directly holds 38,798 Class A shares following the reported transaction.

What indirect Peloton (PTON) holdings are reported for Jay C. Hoag?

The filing lists multiple TCV-managed entities holding shares, including 2,602,444 shares in TCV IX, L.P. and other positions disclosed in the Form 4.

When do the RSUs vest according to the Form 4?

RSUs vest 25% quarterly on March 3, 2025, June 3, 2025, September 3, 2025, with the final 25% vesting by December 3, 2025 or at the 2025 annual meeting, subject to continued service.

Who signed the Form 4 and when?

The Form 4 was signed by Frederic D. Fenton as Authorized Signatory for Jay C. Hoag on 09/05/2025.