PTON Form 4: CCO RSUs vest; tax-cover sale of 146,315 shares disclosed

Rhea-AI Filing Summary

Jennifer Cunningham Cotter, Chief Content Officer of Peloton Interactive (PTON), reported multiple RSU settlements that vested on 08/15/2025 and related transactions. A series of RSU issuances converted to Class A common stock on 08/15/2025 increasing her direct beneficial ownership through multiple grants to a peak of 381,060 shares before an 08/18/2025 sale of 146,315 shares at a weighted average price of $8.3685 per share to cover tax withholding. After the sale, the filing shows 234,745 shares beneficially owned. The filing provides detailed vesting schedules for seven RSU awards and explains the sale was solely for tax obligations.

Positive

• Transparent disclosure of RSU vesting schedules and sale price range, including an undertaking to provide tranche-level sale details on request
• Continued ownership after the tax-cover sale: reporting person still beneficially owns 234,745 Class A shares, indicating retained alignment with shareholders

Negative

• Sale of 146,315 shares on 08/18/2025, which reduced beneficial ownership from 381,060 to 234,745 shares
• Weighted-average sale price of $8.3685 may be below recent trading highs (not specified in this filing) which could be perceived negatively by some investors

Insights

Corporate Governance Expert

TL;DR: Routine RSU vesting and a tax-cover sale by a senior officer; no indication of unusual insider timing or change in control.

The filing documents scheduled vesting of multiple RSU awards and a follow-on sale solely to satisfy tax liabilities. This pattern—vesting followed by a targeted sale to cover taxes—is a common insider liquidity action that does not, by itself, signal a change in outlook or governance concern. The reporting is transparent, includes weighted-average sale price ranges, and provides full vesting schedules which support assessment of continued executive alignment with shareholders.

Securities Analyst

TL;DR: Substantial share vesting increased immediate share count; a modest post-vesting sell to cover taxes left significant remaining ownership.

The report shows cumulative vesting that briefly raised direct beneficial ownership to 381,060 Class A shares before an 08/18/2025 sale of 146,315 shares at an averaged $8.3685 per share. Post-sale ownership of 234,745 shares remains material for an officer but represents routine compensation settlement and tax management rather than market-driven liquidation. The filing discloses price range and offers to provide tranche-level sale prices on request, which aids transparency for investors evaluating insider activity.

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^*

Cotter Jennifer Cunningham

(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 Content 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		865	A	(1)	101,134	D
Class A Common Stock	08/15/2025		M		9,214	A	(1)	110,348	D
Class A Common Stock	08/15/2025		M		29,751	A	(1)	140,099	D
Class A Common Stock	08/15/2025		M		14,816	A	(1)	154,915	D
Class A Common Stock	08/15/2025		M		45,000	A	(1)	199,915	D
Class A Common Stock	08/15/2025		M		61,813	A	(1)	261,728	D
Class A Common Stock	08/15/2025		M		119,332	A	(1)	381,060	D
Class A Common Stock	08/18/2025		S(2)		146,315	D	$8.3685(3)	234,745	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			865	(4)	(4)	Class A Common Stock	865	$0	0	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			9,214	(5)	(5)	Class A Common Stock	9,214	$0	18,432	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			29,751	(6)	(6)	Class A Common Stock	29,751	$0	119,001	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			14,816	(7)	(7)	Class A Common Stock	14,816	$0	88,899	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			45,000	(8)	(8)	Class A Common Stock	45,000	$0	360,000	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			61,813	(9)	(9)	Class A Common Stock	61,813	$0	618,132	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			119,332	(10)	(10)	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 $8.3600 to $8.4150 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 6.25% of the total shares quarterly, commencing November 15, 2021, with 100% of the total shares vested on August 15, 2025, 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 May 15, 2022, with 100% of the total shares vested on February 15, 2026, 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, 2022, 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 6.25% of the total shares quarterly, commencing May 15, 2023, with 100% of the total shares vested on February 15, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

8. 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.

9. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2024, with 100% of the total shares vested on February 15, 2028, subject to the reporting person's provision of service to the issuer on each vesting date.

10. 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 Jennifer Cotter	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).
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FAQ

What transactions did Jennifer Cotter report on Form 4 for PTON?

The filing reports multiple RSU settlements on 08/15/2025 and a sale of 146,315 Class A shares on 08/18/2025 to cover tax liabilities.

How many Peloton (PTON) shares does the reporting person own after the transactions?

After the reported sale, the filing shows the reporting person beneficially owns 234,745 Class A shares.

Why were shares sold by the reporting person according to the Form 4?

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

At what price were the sold shares executed?

The filing reports a weighted-average sale price of $8.3685 per share, with individual trade prices ranging from $8.3600 to $8.4150.

Do the filings show vesting schedules for the RSU awards?

Yes. The filing provides vesting schedules for seven RSU awards, each describing quarterly vesting percentages and final vesting dates through 2028.