PTON Chief Product Officer reports sale under 10b5-1 plan

Rhea-AI Filing Summary

Nick V. Caldwell, identified as Chief Product Officer of Peloton Interactive, Inc. (PTON), reported an insider sale of Class A common stock. The Form 4 shows a sale of 30,290 shares with a reported price of $8 per share and indicates 548,378 shares remained beneficially owned following the transaction. The filing states the sales were executed under a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2024, which generally allows pre-scheduled sales irrespective of later company developments. The report lists the transaction date as 08/07/2025 and records ownership as direct.

Positive

• Sale executed under a Rule 10b5-1 trading plan, which provides a pre-scheduled, documented process for insider transactions.
• Clear post-transaction ownership disclosure: the filing reports 548,378 shares beneficially owned directly after the sale.

Negative

• Insider disposition of 30,290 shares was reported, which reduces the officer's direct shareholdings.

Insights

Securities Analyst

TL;DR: Routine insider sale under a 10b5-1 plan; sale size and remaining holding are disclosed, suggesting planned liquidity rather than opportunistic trading.

The Form 4 discloses a 30,290-share sale at $8 under a Rule 10b5-1 plan adopted December 6, 2024. Because the sale was executed under a pre-existing plan, it reduces the likelihood that the transaction was motivated by undisclosed material information. The reported remaining direct ownership of 548,378 shares provides context on continued insider exposure to company equity. For investors, this is a routine disclosure rather than an unexpected governance event.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan is governance-positive for disclosure transparency; the sale itself is a common executive liquidity action.

The filing explicitly states the sale was effected pursuant to a 10b5-1 trading plan, which is a governance mechanism that helps insulate planned trades from allegations of insider timing. The reporting person is identified as an officer (Chief Product Officer) and the ownership is reported as direct. The disclosure is precise about the number of shares sold and the post-transaction holding, meeting standard Form 4 transparency expectations.

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
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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).

X

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)
08/07/2025

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	08/07/2025		S(1)		30,290	D	$8	548,378	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

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 6, 2024.

Remarks:

	/s/ Tammy Albarran as attorney-in-fact for Nick V. Caldwell	08/11/2025
	** 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 Nick V. Caldwell report on the Form 4 for Peloton (PTON)?

He reported a sale of 30,290 shares of Class A common stock with a reported price of $8 per share, leaving 548,378 shares beneficially owned directly.

Was the sale by Nick V. Caldwell part of a 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2024.

What transaction date is shown on the Form 4 for this sale?

The transaction date reported on the form is 08/07/2025.

What is Nick V. Caldwell's role at Peloton as listed on the Form 4?

He is listed as an Officer with the title Chief Product Officer.

How is the post-transaction ownership described?

The filing reports the post-transaction ownership as 548,378 shares held directly by the reporting person.