Peloton (PTON) CPO Nick Caldwell sells shares after RSU vesting

Rhea-AI Filing Summary

Peloton Interactive Chief Product Officer Nick V. Caldwell reported a mix of equity transactions involving company stock and RSUs. On February 15, 2026, he exercised 119,332 Restricted Stock Units into the same number of shares of Class A common stock at a price of $0.00 per share. Each RSU represents a contingent right to receive one Peloton Class A share.

Following this settlement, he held 858,417 shares of Class A common stock and 238,663 RSUs. The RSUs vest in quarterly installments of 12.50%, starting on November 15, 2024, with full vesting expected by August 15, 2026, subject to continued service.

On February 17, 2026, Caldwell sold 50,570 shares of Class A common stock in an open-market transaction at a weighted average price of $4.1504 per share, in multiple trades between $4.14 and $4.225. According to the disclosure, this sale was made solely to cover his tax obligations arising from the RSU settlement, and he directly owned 807,847 Class A shares after the sale.

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)
02/15/2026

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	02/15/2026		M		119,332	A	(1)	858,417	D
Class A Common Stock	02/17/2026		S(2)		50,570	D	$4.1504(3)	807,847	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)	02/15/2026		M			119,332	(4)	(4)	Class A Common Stock	119,332	$0	238,663	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 $4.1400 to $4.2250 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	02/18/2026
	** 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.
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FAQ

What insider transactions did Peloton (PTON) Chief Product Officer Nick Caldwell report?

Nick Caldwell reported exercising 119,332 RSUs into Peloton Class A shares and then selling 50,570 shares. The sale was disclosed as solely for covering tax liabilities related to the RSU settlement, not as a discretionary portfolio sale.

How many Peloton (PTON) shares did Nick Caldwell sell and at what price?

Nick Caldwell sold 50,570 shares of Peloton Class A common stock at a weighted average price of $4.1504 per share. The trades occurred between $4.14 and $4.225 per share, and were conducted in the open market.

Why did Peloton (PTON) executive Nick Caldwell sell shares following his RSU settlement?

The filing states Caldwell’s share sale was solely to cover his tax liability arising from the settlement of RSUs. This indicates the transaction was primarily a tax-related sale rather than a discretionary reduction of his Peloton equity exposure.

How many Peloton (PTON) RSUs did Nick Caldwell have and what are the vesting terms?

Caldwell held 238,663 Peloton RSUs after the reported transactions. These RSUs vest 12.50% of the total each quarter, starting November 15, 2024, with all shares scheduled to be vested by August 15, 2026, contingent on continued service.

What is Nick Caldwell’s Peloton (PTON) share ownership after the reported Form 4 transactions?

After the transactions, Caldwell directly owned 807,847 shares of Peloton Class A common stock. He also held 238,663 RSUs, each representing a contingent right to receive one additional Class A share, subject to vesting conditions.

What does each Peloton (PTON) RSU reported by Nick Caldwell represent?

Each Restricted Stock Unit held by Caldwell represents a contingent right to receive one share of Peloton’s Class A common stock. Delivery of these shares depends on the RSUs’ vesting schedule and his continued service to the company through each vesting date.