PTON Insider Activity: RSU Conversions and Tax-Related Share Sale

Rhea-AI Filing Summary

Saqib Baig, Chief Accounting Officer of Peloton Interactive (PTON), reported the vesting and settlement of multiple Restricted Stock Units (RSUs) that converted into Class A common stock and the sale of a portion of those shares to cover tax obligations. The reported transactions show vesting-related acquisitions totaling 62,537 shares across four RSU settlements on 08/15/2025, increasing his holdings, followed by a sale of 32,672 shares on 08/18/2025 at a weighted average price of $8.3491 per share. After the sale, the filing reports 177,020.47 shares beneficially owned.

The filing explains each RSU equals one share and provides vesting schedules for each award; the sale was expressly to cover the reporting person’s tax liability arising from RSU settlement.

Positive

• Vesting details fully disclosed: The filing provides explicit vesting schedules for each RSU grant.
• Sale purpose disclosed: The sale of 32,672 shares is stated to be solely for covering tax liabilities arising from RSU settlement.

Negative

• Reduction in immediately held shares: The sale of 32,672 shares decreased beneficial ownership from 209,692.47 to 177,020.47 Class A shares.
• Weighted-average sale price relatively low: The shares were sold at a weighted average price of $8.3491 per share, within a reported range of $8.33 to $8.45.

Insights

Financial Analyst

TL;DR: Insider acquired shares through RSU vesting and sold a portion to cover taxes; overall beneficial ownership remained material.

The transaction pattern is consistent with routine post-vesting tax withholding and share settlement practices. The reporting person received a total of 62,537 shares from multiple RSU tranches and sold 32,672 shares at a weighted average of $8.3491, leaving reported beneficial ownership of 177,020.47 Class A shares. This is a mechanical liquidity event rather than a market-timing trade; the filing discloses vesting schedules and confirms the sale was for tax liabilities.

Corporate Governance Expert

TL;DR: Disclosures are complete for RSU conversions and tax-related disposition, with clear vesting schedules provided.

The Form 4 adequately describes the nature of the awards, the conversion metric (one RSU equals one share), and detailed vesting timelines for each RSU tranche. The filing also specifies the sale price range and states the sale purpose was tax withholding. For governance transparency, the filing includes the reporting person’s role as Chief Accounting Officer and shows direct ownership changes without indication of indirect holdings or alternative arrangements.

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).

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^*

Baig Saqib

(Last) (First) (Middle)

C/O PELOTON INTERACTIVE, INC.

441 NINTH 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 Accounting 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		19,973	A	(1)	167,128.47	D
Class A Common Stock	08/15/2025		M		7,500	A	(1)	174,628.47	D
Class A Common Stock	08/15/2025		M		10,303	A	(1)	184,931.47	D
Class A Common Stock	08/15/2025		M		24,761	A	(1)	209,692.47	D
Class A Common Stock	08/18/2025		S(2)		32,672	D	$8.3491(3)	177,020.47	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			19,973	(4)	(4)	Class A Common Stock	19,973	$0	99,865	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			7,500	(5)	(5)	Class A Common Stock	7,500	$0	60,000	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			10,303	(6)	(6)	Class A Common Stock	10,303	$0	103,022	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			24,761	(7)	(7)	Class A Common Stock	24,761	$0	99,046	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 $8.3300 to $8.4500 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 RSU vests as to 25% of the total shares on November 15, 2023, then 6.25% of the total shares vest quarterly with 100% of the total shares vested on November 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

5. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

6. The RSUs vest as to 6.25% 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.

7. 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 Saqib Baig	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).
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FAQ

What transactions did Saqib Baig report on the Form 4 for PTON?

Answer: The report shows conversion/receipt of RSUs into Class A common stock (totaling 62,537 shares on 08/15/2025) and a sale of 32,672 shares on 08/18/2025.

Why were 32,672 shares sold by the reporting person?

Answer: The filing states the sale was executed solely to cover the reporting person’s tax liability related to the settlement of RSUs.

What was the sale price for the shares sold by the insider?

Answer: The reported weighted average sale price was $8.3491 per share, with individual transaction prices reported in the range $8.33 to $8.45.

How many Class A shares does Saqib Baig beneficially own after these transactions?

Answer: The filing reports 177,020.47 Class A shares beneficially owned following the reported transactions.

What is the relationship of the reporting person to Peloton (PTON)?

Answer: The reporting person is identified as an Officer, holding the title of Chief Accounting Officer.