PTON Insider Filing: 119,332 RSUs Settled; 66,949 Shares Sold

Rhea-AI Filing Summary

Nick V. Caldwell, Peloton Interactive Chief Product Officer, reported RSU settlement and a follow-on sale. On 08/15/2025 119,332 Restricted Stock Units (RSUs) converted into Class A common stock, increasing his reported beneficial ownership to 667,710 shares. On 08/18/2025 he sold 66,949 shares at a weighted average price of $8.4185 per share, reducing his holdings to 600,761 shares; the filing states the sale was solely to cover the tax liability from the RSU settlement. The RSUs vest quarterly at 12.5% starting 11/15/2024 and fully vest on 08/15/2026, subject to continued service. The form is signed by an attorney-in-fact on 08/19/2025.

Positive

• Sale disclosed as solely for tax withholding, clarifying the purpose of the disposition
• Vesting schedule fully disclosed: 12.5% quarterly starting 11/15/2024 with full vesting on 08/15/2026
• Filing includes weighted average sale price range and offers to provide per-trade details, supporting transparency

Negative

• Reporting person sold 66,949 shares, reducing beneficial ownership to 600,761 shares
• Material share sale occurred shortly after RSU settlement, which could be interpreted as immediate liquidation of a portion of vested shares

Insights

Securities Analyst

Routine RSU settlement with a targeted sale to cover taxes; limited direct market impact.

The filing documents standard equity compensation mechanics: 119,332 RSUs settled into Class A shares and a subsequent sale of 66,949 shares at a weighted average price of $8.4185 to satisfy tax obligations. This transaction reduces the reporting persons stake to 600,761 shares. There is no indication of discretionary portfolio rebalancing or sale for liquidity beyond tax withholding; the sale was executed in multiple tranches per the weighted average price disclosure. For investors, this is a transparency event rather than a signal of operational change.

Corporate Governance / Compliance Expert

Form 4 appears complete and compliant, with required disclosures about vesting and sale purpose.

The form discloses relationship to the issuer (Chief Product Officer), dates of settlement and sale, the precise number of RSUs converted and shares sold, the weighted average sale price range, and the vesting schedule. The filing includes an explanatory footnote that the share sales were solely to cover tax liability and offers to provide further breakdown of sale prices upon request, which aligns with disclosure expectations. The signature by an attorney-in-fact is present and dated.

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^*

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)
08/15/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2025		M		119,332	A	(1)	667,710	D
Class A Common Stock	08/18/2025		S(2)		66,949	D	$8.4185(3)	600,761	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)	08/15/2025		M			119,332	(4)	(4)	Class A Common Stock	119,332	$0	477,327	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. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.3941 to $8.4350 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.

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	08/19/2025
	** 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.

FAQ

What did Peloton (PTON) insider Nick V. Caldwell report on Form 4?

The filing reports 119,332 RSUs settled into Class A common stock on 08/15/2025 and a sale of 66,949 shares on 08/18/2025 at a weighted average price of $8.4185 per share.

Why were shares sold by Nick V. Caldwell according to the Form 4?

The Form 4 states the sale was made solely to cover the Reporting Persons tax liability arising from the settlement of RSUs.

How many Peloton shares does Nick Caldwell beneficially own after these transactions?

After the transactions reported on the Form 4, the filing shows 600,761 shares beneficially owned.

What is the RSU vesting schedule disclosed in the filing?

RSUs vest 12.5% quarterly beginning 11/15/2024 with 100% vesting on 08/15/2026, subject to continued service.

Who signed the Form 4 and when?

The form is signed by Tammy Albarran as attorney-in-fact for Nick V. Caldwell and dated 08/19/2025.