PTON Insider Filing: CPO Caldwell Vests RSUs, Partial Sale to Cover Taxes

Rhea-AI Filing Summary

Nick V. Caldwell, Chief Product Officer at Peloton (PTON), reported a series of equity transactions in mid-September 2025. The filing shows vesting and settlement activity: 459,318 RSUs settled (09/14/2025) and an additional 115,741 RSUs were recorded (09/15/2025). On 09/15/2025 the reporting person also acquired 238,664 shares upon PSU vesting, bringing beneficial ownership to 944,689 shares before a sale. On 09/16/2025 206,901 shares were sold at a weighted average price of $7.7782 per share to cover tax liabilities, leaving 737,788 shares beneficially owned after the reported transactions.

Positive

• 459,318 RSUs settled into Class A common stock on 09/14/2025, reflecting compensation realization
• 238,664 shares acquired on 09/15/2025 upon PSU vesting, increasing reported beneficial ownership to 944,689 shares
• Clear disclosure of vesting schedules and tax-sale purpose in explanatory footnotes

Negative

• 206,901 shares sold on 09/16/2025 at a weighted average price of $7.7782, reducing beneficial ownership to 737,788 shares

Insights

Securities Analyst

TL;DR: Insider vesting increased holdings materially; small sale was for tax withholding, not an indicated park of active divestment.

The Form 4 documents routine equity settlement linked to RSU and PSU vesting and a subsequent sale to satisfy tax obligations. The net effect was an increase in reported vested equity followed by a partial disposition: beneficial ownership rose to 944,689 shares prior to the sale and settled at 737,788 after selling 206,901 shares at a weighted average price of $7.7782. These transactions reflect compensation vesting rather than open-market strategic selling, and the filing specifies the sale purpose as tax withholding.

Corporate Governance Expert

TL;DR: Transactions are consistent with standard equity compensation practices and are disclosed in compliance with Section 16 reporting.

The filing details settlement of RSUs (each RSU converting to one Class A share) and PSU vesting from awards granted in October 2024, with vesting schedules noted in the explanatory footnotes. The signature indicates the filing was made via attorney-in-fact. No indication of unusual transfers, pledges, or change in control-related dispositions is present; the sale is explicitly to cover tax liabilities associated with settled awards.

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

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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).

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 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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2025

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	09/15/2025		M		115,741	A	(1)	706,025	D
Class A Common Stock	09/15/2025		A(2)		238,664	A	$0	944,689	D
Class A Common Stock	09/16/2025		S(3)		206,901	D	$7.7782(4)	737,788	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)	09/14/2025		A		459,318		(5)	(5)	Class A Common Stock	459,318	$0	459,318	D
Restricted Stock Unit (RSU)	(1)	09/15/2025		M			115,741	(6)	(6)	Class A Common Stock	115,741	$0	925,926	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. Represents shares of Class A Common Stock acquired upon the vesting of performance stock units ("PSUs") granted on October 17, 2024.

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

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.7300 to $7.8700 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.

5. 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.

6. The RSUs vest as to 25% of the total shares on November 1, 2024, then 6.25% of the total shares vest quarterly, commencing December 15, 2024, with 100% of the total shares vested on September 15, 2027, 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	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Nick V. Caldwell report on the Form 4 for PTON?

The Form 4 reports RSU settlements of 459,318 shares (09/14/2025), an additional 115,741 RSUs recorded (09/15/2025), 238,664 shares acquired from PSU vesting (09/15/2025), and a sale of 206,901 shares (09/16/2025).

Why were shares sold by the reporting person in this filing?

The filing states the sale of shares was made solely to cover tax liability arising from the settlement of RSUs and PSUs.

How many Peloton (PTON) shares does Caldwell beneficially own after these transactions?

After the reported sale, the filing shows 737,788 shares beneficially owned by the reporting person.

At what price were the sold shares transacted?

The reported weighted average sale price was $7.7782 per share, with individual sale prices ranging from $7.73 to $7.87 per share.

Do the RSUs and PSUs have vesting schedules disclosed in the filing?

Yes. Footnotes disclose vesting schedules: one RSU tranche vests over several dates through May 15, 2029, and another vests through September 15, 2027; PSUs referenced were granted on October 17, 2024.