PTON Form 4: CEO receives 282K shares, sells 152K at $7.78 avg for taxes

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Peter C. Stern, President and CEO of Peloton Interactive (PTON), reported the vesting of performance stock units and a follow-on sale to cover taxes. On 09/15/2025, 282,486 shares of Class A common stock were acquired upon PSU settlement at no cash cost. On 09/16/2025, 152,265 shares were sold in multiple transactions at a weighted average price of $7.7769 per share to cover the tax liability from the PSU settlement, leaving the reporting person with 130,221 shares beneficially owned. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Stern.

Positive

Vesting reflects achievement of performance conditions tied to the reporting person's appointment and compensation plan
Substantial retained ownership after tax-related sale: 130,221 shares remain beneficially owned

Negative

Significant number of shares sold (152,265) within two days, which could increase share supply in the market
Weighted average sale price ~$7.78 may be below certain investor expectations of value (no guidance provided in filing)

Insights

TL;DR: CEO received PSUs that vested and sold a portion only to satisfy tax obligations; this is routine executive compensation activity.

The filing documents settlement of performance stock units awarded at the time of the CEO appointment and a related sale solely to cover taxes. The transaction increases the CEO's reported holdings materially from zero to 282,486 then nets to 130,221 after the tax sale. There is no indication of discretionary cash proceeds retained by the CEO; the sale is explicitly for tax withholding. For governance review, this aligns with standard executive equity compensation practices and tax withholding mechanics.

TL;DR: Issuance and immediate partial sale of PSUs is neutral for market view; proceeds used for taxes, not signaling liquidity-driven sell-off.

The vesting increased outstanding insider-held Class A shares for the CEO, but the contemporaneous sale represented 54% of the vested shares and is described as tax-related. The weighted average sale price of $7.7769 across a reported range of $7.7250 to $7.8300 provides a reference for recent trading by the insider. No additional cash-based compensation or option exercise is reported. This Form 4 does not disclose material corporate events affecting operations or financial guidance.

Insider Trade Summary

Net Seller: 152,265 shares ($1,184,150)

Net Sell 2 txns

Insider Stern Peter C

Role President and CEO

Sold 152,265 shs ($1.18M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	152,265	$7.7769	$1.18M
Grant/Award	Class A Common Stock	282,486	$0.00	--

Holdings After Transaction: Class A Common Stock — 130,221 shares (Direct)

Footnotes (1)

Represents shares of Class A Common Stock acquired upon the vesting of performance stock units ("PSUs") granted on January 16, 2025 in connection with the Reporting Person's appointment as President and Chief Executive Officer of the Issuer. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of PSUs. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.7250 to $7.8300 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.

Form 4 Insider Transactions: What Each Field Means →

09/16/2025 - 08:25 PM

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).

1. Name and Address of Reporting Person^*

Stern Peter C

(Last)

(First)

(Middle)

C/O PELOTON INTERACTIVE, INC.

441 NINTH AVENUE, SIXTH FLOOR

(Street)

NEW YORK

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/15/2025		A⁽¹⁾		282,486	A	$0	282,486	D
Class A Common Stock	09/16/2025		S⁽²⁾		152,265	D	$7.7769⁽³⁾	130,221	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Class A Common Stock acquired upon the vesting of performance stock units ("PSUs") granted on January 16, 2025 in connection with the Reporting Person's appointment as President and Chief Executive Officer of the Issuer.

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

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.7250 to $7.8300 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.

Remarks:

	/s/ Tammy Albarran as attorney-in-fact for Peter C. Stern	09/16/2025
	** 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

FAQ

What did Peloton CEO Peter C. Stern report on Form 4 (PTON)?

He reported the vesting of 282,486 Class A shares from PSUs on 09/15/2025 and the sale of 152,265 shares on 09/16/2025.

Why were 152,265 shares sold following the PSU settlement?

The filing states the shares were sold solely to cover the Reporting Person's tax liability related to the PSU settlement.

At what price were the shares sold according to the Form 4?

The weighted average sale price was $7.7769 per share, with individual transaction prices ranging from $7.7250 to $7.8300.

How many shares does Peter C. Stern beneficially own after the transactions?

130,221 shares of Class A common stock are reported as beneficially owned following these transactions.

When did the PSU vesting and the sale occur?

PSU vesting occurred on 09/15/2025 and the tax-covering sale occurred on 09/16/2025.