Peloton CPO RSUs vest; 87K shares withheld for taxes

PELOTON INTERACTIVE, INC.

Rhea-AI Filing Summary

PELOTON INTERACTIVE, INC. (PTON) reported that Chief Product Officer Nick V. Caldwell had Restricted Stock Units settle into Class A Common Stock and related tax withholding activity. On August 15, 2026, 38,277 and 119,332 RSUs, each representing a right to one Class A share, were converted into the same number of Class A shares as part of vesting schedules running through August 15, 2026 and May 15, 2029. On August 17, 2026, 87,159 Class A shares were withheld at $5.63 per share to cover Caldwell’s tax liability arising from RSU vesting.

Insider Trade Summary

157,609 shares exercised/converted

Exercise 5 txns

Insider Caldwell Nick V.

Role Chief Product Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F2	87,159	$5.63	$491K
Exercise	Restricted Stock Unit (RSU) F1, F3	38,277	$0.00	$0.00
Exercise	Restricted Stock Unit (RSU) F1, F4	119,332	$0.00	$0.00
Exercise	Class A Common Stock F1	38,277	--	--
Exercise	Class A Common Stock F1	119,332	--	--

Holdings After Transaction: Restricted Stock Unit (RSU) — 421,041 contracts (Direct); Class A Common Stock — 1,060,512 shares (Direct)

Footnotes (4)

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. Shares withheld to cover the Reporting Person's tax liability with respect to the settlement of RSUs that vested on August 15, 2026.
3. F3. The RSUs vest as to 1/12 of the total shares on August 15, 2026, then 1/12 of the total shares vest quarterly thereafter, with 100% of the total shares vested on May 15, 2029, subject to the reporting person's provision of service to the issuer on each vesting date.
4. F4. 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.

Key Figures

Shares withheld for taxes: 87,159 shares Tax withholding price: $5.63 per share RSUs settled (grant 1): 38,277 RSUs +4 more

7 metrics

Shares withheld for taxes 87,159 shares Class A Common Stock withheld on August 17, 2026 to cover tax liability at $5.63 per share

Tax withholding price $5.63 per share Price used for 87,159 Class A shares withheld for tax liability on August 17, 2026

RSUs settled (grant 1) 38,277 RSUs RSUs representing 38,277 Class A shares settled on August 15, 2026 under a quarterly vesting schedule to May 15, 2029

RSUs settled (grant 2) 119,332 RSUs RSUs representing 119,332 Class A shares settled on August 15, 2026 under a quarterly vesting schedule ending August 15, 2026

RSU-to-share ratio 1 RSU : 1 share Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock

Vesting fraction (2029 grant) 1/12 quarterly after initial 1/12 RSUs vest 1/12 on August 15, 2026, then 1/12 quarterly to full vesting on May 15, 2029

Vesting fraction (2026 grant) 12.50% quarterly RSUs vest 12.50% of total shares quarterly from November 15, 2024 to August 15, 2026

Key Terms

Restricted Stock Unit ("RSU"), contingent right, tax liability, vesting date, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"

contingent right financial

"represents a contingent right to receive one share of the Issuer's Class A"

tax liability financial

"Shares withheld to cover the Reporting Person's tax liability with respect to"

vesting date financial

"subject to the reporting person's provision of service to the issuer on each vesting date"

derivative security financial

"transaction_code_description":"Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did PTON Chief Product Officer Nick V. Caldwell report on this Form 4?

Nick V. Caldwell reported RSU settlements into Class A Common Stock on August 15, 2026 and a tax withholding disposition of shares on August 17, 2026, all related to vesting of Peloton Interactive, Inc. equity awards.

How many Peloton (PTON) RSUs vested and were converted to shares for Nick V. Caldwell?

On August 15, 2026, RSUs covering 38,277 and 119,332 shares vested and were converted into the same number of Peloton Class A Common Stock shares, consistent with the awards’ vesting schedules described in the filing’s footnotes.

How many Peloton (PTON) shares were withheld for Nick V. Caldwell’s taxes?

A total of 87,159 Class A Common Stock shares were withheld on August 17, 2026 to cover Nick V. Caldwell’s tax liability arising from RSU vesting, at a price of $5.63 per share according to the Form 4 disclosure.

What are the vesting terms of Nick V. Caldwell’s Peloton (PTON) RSUs reported here?

One RSU grant vests 1/12 on August 15, 2026 and quarterly thereafter, fully vesting by May 15, 2029. Another grant vests 12.50% quarterly from November 15, 2024, becoming fully vested by August 15, 2026, subject to continued service.

Were Nick V. Caldwell’s Peloton (PTON) transactions open-market buys or sales?

The Form 4 describes RSU settlements and share withholding for taxes. The transactions are coded as derivative exercises (M) and tax-withholding dispositions (F), rather than open-market purchase or sale transactions by Nick V. Caldwell.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 04:49 PM Accepted by SEC EDGAR 08/18/2026 - 04:49 PM Learn about SEC filing dates

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).

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^*

Caldwell Nick V.

(Last) (First) (Middle)

C/O PELOTON INTERACTIVE, INC.

441 9TH AVENUE, SIXTH FLOOR

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

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 Product Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

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

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

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

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	08/15/2026		M		38,277	A	(1)	1,028,339	D
Class A Common Stock	08/15/2026		M		119,332	A	(1)	1,147,671	D
Class A Common Stock	08/17/2026		F		87,159(2)	D	$5.63	1,060,512	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)	08/15/2026		M			38,277	(3)	(3)	Class A Common Stock	38,277	$0	421,041	D
Restricted Stock Unit (RSU)	(1)	08/15/2026		M			119,332	(4)	(4)	Class A Common Stock	119,332	$0	0	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. Shares withheld to cover the Reporting Person's tax liability with respect to the settlement of RSUs that vested on August 15, 2026.

3. The RSUs vest as to 1/12 of the total shares on August 15, 2026, then 1/12 of the total shares vest quarterly thereafter, with 100% of the total shares vested on May 15, 2029, subject to the reporting person's provision of service to the issuer on each vesting date.

4. 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 Nick V. Caldwell	08/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)