Peloton Director Hoag Reports RSU Settlement; Over 6.3M Shares Now Held

Rhea-AI Filing Summary

Peloton Interactive (PTON) – Form 4 insider filing dated 07/08/2025

Director Jay C. Hoag reported the vesting and settlement of 12,698 Restricted Stock Units (RSUs)—6,349 shares on 03/03/2025 and another 6,349 shares on 06/03/2025. Each RSU converts 1-for-1 into Class A common stock at no cost to the insider. Following these two transactions, Hoag now directly owns 116,777 Class A shares.

In addition to his direct holdings, Hoag is affiliated with several Technology Crossover Ventures (TCV) investment vehicles that collectively hold about 6.22 million Class A shares:

• TCV IX, L.P.: 2,602,444 shares
• TCV IX (A) Opportunities, L.P.: 734,319 shares
• TCV IX (B), L.P.: 138,996 shares
• TCV Member Fund, L.P.: 200,654 shares
• TCV X, L.P.: 1,878,926 shares
• TCV X (A) Blocker, L.P.: 465,945 shares
• TCV X (B), L.P.: 91,608 shares
• TCV X Member Fund, L.P.: 105,147 shares

The filing notes that both transactions were late due to "inadvertent administrative oversight." Hoag retains sole voting/dispositive power over his direct shares, while TCV IX Management and TCV X Management have the economic interest in those shares. No shares were sold, and the exercise price was $0, indicating a straight RSU conversion rather than a market purchase.

Investor take-away: The activity is routine compensation-related and does not involve open-market buying or selling. The incremental 12,698 shares are immaterial relative to Peloton’s float, so the filing is considered neutral for valuation but confirms continued insider exposure to equity.

Positive

• Director increased direct ownership by 12,698 shares through RSU vesting, indicating continued equity alignment with shareholders.
• Large indirect stake (≈6.22 million shares) remains intact, reinforcing long-term insider exposure.

Negative

• Filing was submitted late due to administrative oversight, a minor governance issue.
• No open-market purchase; shares were cost-free RSU settlements, so the transaction offers limited insight into valuation conviction.

Insights

Securities Analyst

TL;DR – Routine RSU vesting; no market buys or sells; neutral impact.

The Form 4 shows two standard quarterly RSU settlements (6,349 shares each) for Director Jay C. Hoag at $0 cost. Direct ownership rises to 116,777 shares, while affiliated TCV funds retain roughly 6.22 million shares. Because no shares were disposed of, the filing does not signal bearish sentiment. However, the scale of the acquisition (0.04% of Peloton’s ~290 million share float) is immaterial for price discovery. Late filing is a minor governance blemish but unlikely to change investor perception. Overall impact on valuation and liquidity: neutral.

Corporate Governance Expert

TL;DR – Minor compliance lapse; insider continues substantial aligned stake.

The "inadvertent" late submission highlights modest compliance slippage, yet the underlying transactions are ordinary-course equity grants under the board compensation plan. Hoag’s combined direct and indirect holdings remain sizable, maintaining alignment with common shareholders. No red flags around opportunistic selling emerge. From a governance lens the event is non-material, though repeated late filings could raise monitoring concerns.

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
Estimated average burden
hours per response:			0.5

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^*

Hoag Jay C

(Last) (First) (Middle)

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2025

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	03/03/2025(1)		M		6,349	A	(3)	110,428	D(5)
Class A Common Stock	06/03/2025(2)		M		6,349	A	(3)	116,777	D(5)
Class A Common Stock								2,602,444	I	TCV IX, L.P.(6)
Class A Common Stock								734,319	I	TCV IX (A) Opportunities, L.P.(7)
Class A Common Stock								138,996	I	TCV IX (B), L.P.(8)
Class A Common Stock								200,654	I	TCV Member Fund, L.P.(9)
Class A Common Stock								1,878,926	I	TCV X, L.P.(10)
Class A Common Stock								465,945	I	TCV X (A) Blocker, L.P.(11)
Class A Common Stock								91,608	I	TCV X (B), L.P.(12)
Class A Common Stock								105,147	I	TCV X Member Fund, L.P.(13)

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)	(3)	03/03/2025		M			6,349	(4)	(4)	Class A Common Stock	6,349	$0.00	19,047	D(5)
Restricted Stock Unit (RSU)	(3)	06/03/2025		M			6,349	(4)	(4)	Class A Common Stock	6,349	$0.00	12,698	D(5)

Explanation of Responses:

1. The shares vested on March 3, 2025. The late filing is due to an inadvertent administrative oversight.

2. The shares vested on June 3, 2025. The late filing is due to an inadvertent administrative oversight.

3. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the issuer's Class A common stock upon settlement for no consideration.

4. The RSUs vest as to 25% of the total shares quarterly on each of March 3, 2025, June 3, 2025 and September 3, 2025, with the final 25% vesting on the earlier of (i) December 3, 2025 and (ii) the 2025 annual stockholders meeting, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

5. Jay C. Hoag has sole voting and dispositive power over the RSUs and shares he holds directly. However, TCV IX Management, L.L.C. and TCV X Management, L.L.C., collectively, have a right to 100% of the pecuniary interest in such securities. Mr. Hoag is a member of TCV IX Management, L.L.C. and TCV X Management, L.L.C. Mr. Hoag disclaims beneficial ownership of such options, RSUs and the shares to be received upon the exercise of such options or vesting of such RSUs except to the extent of his pecuniary interest therein.

6. These shares are directly held by TCV IX, L.P. ("TCV IX"). Jay C. Hoag is a Class A Director and a Class A Member of Technology Crossover Management IX, Ltd. ("Management IX") and a limited partner of Technology Crossover Management IX, L.P. ("TCM IX"). Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. These shares are directly held by TCV IX (A) Opportunities, L.P. ("TCV IX A Opportunities"). Jay C. Hoag is a Class A Director and a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (A), L.P., which in turn is sole shareholder of TCV IX (A) Opportunities, Ltd., which in turn is the sole limited partner of TCV IX A Opportunities. Mr. Hoag may be deemed to beneficially own the shares held by TCV IX A Opportunities but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

8. These shares are directly held by TCV IX (B), L.P. ("TCV IX (B)"). Jay C. Hoag is a Class A Director and a Class A Member of Management IX and a limited partner of TCM IX. Management IX is the sole general partner of TCM IX, which in turn is the sole general partner of TCV IX (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV IX (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. These shares are directly held by TCV Member Fund, L.P. ("Member Fund"). Jay C. Hoag is a limited partner of Member Fund and a Class A Director and a Class A Member of Management IX. Management IX is a general partner of Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

10. These shares are directly held by TCV X, L.P. ("TCV X"). Jay C. Hoag is a Class A Director and a Class A Member of Technology Crossover Management X, Ltd. ("Management X") and a limited partner of Technology Crossover Management X, L.P. ("TCM X"). Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X. Mr. Hoag may be deemed to beneficially own the shares held by TCV X, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

11. These shares are directly held by TCV X (A) Blocker, L.P. ("TCV X A Blocker"). Jay C. Hoag is a Class A Director and a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X (A), L.P., which in turn is sole shareholder of TCV X (A) Blocker, Ltd., which in turn is the sole limited partner of TCV X A Blocker. Mr. Hoag may be deemed to beneficially own the shares held by TCV X A Blocker but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

12. These shares are directly held by TCV X (B), L.P. ("TCV X (B)"). Jay C. Hoag is a Class A Director and a Class A Member of Management X and a limited partner of TCM X. Management X is the sole general partner of TCM X, which in turn is the sole general partner of TCV X (B). Mr. Hoag may be deemed to beneficially own the shares held by TCV X (B) but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

13. These shares are directly held by TCV X Member Fund, L.P. ("TCV X Member Fund"). Jay C. Hoag is a Class A Director and a Class A Member of Management X and a limited partner of TCV X Member Fund. Management X is the sole general partner of TCV X Member Fund. Mr. Hoag may be deemed to beneficially own the shares held by TCV X Member Fund but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	07/08/2025
	** 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.
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FAQ

How many Peloton (PTON) shares did Director Jay C. Hoag acquire?

He acquired 12,698 Class A shares—6,349 on 03/03/2025 and 6,349 on 06/03/2025—via RSU vesting.

Did Jay C. Hoag sell any Peloton shares in this Form 4?

No. The filing only reports RSU settlements; there were no sales or dispositions.

What is Hoag’s total direct ownership after the transactions?

Following the settlements, he directly owns 116,777 Class A shares.

How many Peloton shares are controlled by TCV funds related to Hoag?

Affiliated TCV vehicles collectively hold about 6.22 million Class A shares, as detailed in the filing.

Why was the Form 4 filed late?

The company cites an "inadvertent administrative oversight" for the delayed reporting of the March and June 2025 RSU vestings.