Peloton (PTON) CAO sells shares under 10b5-1 plan to cover RSU taxes

Rhea-AI Filing Summary

Peloton Interactive Chief Accounting Officer Saqib Baig reported transactions involving restricted stock units and Class A common stock. On February 15, 2026, multiple RSU awards vested and were exercised on a one-for-one basis into Class A shares at $0.0000 per share. Following these conversions, Baig held 250,699.47 Class A shares directly.

On February 17 and 18, 2026, Baig sold a total of 36,640 Class A shares in open-market transactions at weighted average prices of $4.1382 and $4.3067 per share, within a disclosed range of $4.1100 to $4.2150. According to the footnotes, these sales were made solely to cover tax liabilities from RSU settlements and were executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 2, 2025. After the sales, Baig directly owned 214,059.47 Class A shares.

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^*

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)
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		19,973	A	(1)	190,638.47	D
Class A Common Stock	02/15/2026		M		7,500	A	(1)	198,138.47	D
Class A Common Stock	02/15/2026		M		10,302	A	(1)	208,440.47	D
Class A Common Stock	02/15/2026		M		24,761	A	(1)	233,201.47	D
Class A Common Stock	02/15/2026		M		17,498	A	(1)	250,699.47	D
Class A Common Stock	02/17/2026		S(2)		30,918	D	$4.1382(3)	219,781.47	D
Class A Common Stock	02/18/2026		S(4)		5,722	D	$4.3067	214,059.47	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)	02/15/2026		M			19,973	(5)	(5)	Class A Common Stock	19,973	$0	59,919	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			7,500	(6)	(6)	Class A Common Stock	7,500	$0	45,000	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			10,302	(7)	(7)	Class A Common Stock	10,302	$0	82,418	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			24,761	(8)	(8)	Class A Common Stock	24,761	$0	49,523	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			17,498	(9)	(9)	Class A Common Stock	17,498	$0	174,978	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 $4.1100 to $4.2150 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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 2, 2025.

5. 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.

6. 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.

7. 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.

8. 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.

9. The RSUs vest as to 1/12 of the total shares on November 15, 2025, then 1/12 of the total shares vest quarterly thereafter, with 100% of the total shares vested on August 15, 2028, 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	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).
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FAQ

What insider transactions did Peloton (PTON) CAO Saqib Baig report?

Saqib Baig reported RSU conversions into Class A common stock and subsequent open-market sales of 36,640 shares. The RSUs converted one-for-one into shares, increasing his holdings before he sold shares to address related tax obligations.

How many Peloton (PTON) shares did Saqib Baig sell and at what prices?

Baig sold 36,640 Class A shares on February 17 and 18, 2026 at weighted average prices of $4.1382 and $4.3067 per share, with trades occurring within a disclosed range of $4.1100 to $4.2150 per share.

Why did Peloton (PTON) CAO Saqib Baig sell shares after his RSUs vested?

The filing states Baig’s sales were made solely to cover tax liabilities arising from the settlement of his restricted stock units. This type of sale is common when equity awards vest and generate taxable income for the executive.

Were Saqib Baig’s Peloton (PTON) share sales under a 10b5-1 trading plan?

Yes. The sales reported were executed under a Rule 10b5-1 trading plan adopted by Baig on September 2, 2025, meaning the trades followed a pre-established schedule rather than discretionary timing decisions.

How many Peloton (PTON) shares does Saqib Baig own after these transactions?

After the reported RSU conversions and subsequent share sales, Baig directly owned 214,059.47 shares of Peloton’s Class A common stock. This reflects his position following both the vesting events and the tax-related dispositions.

How do Peloton (PTON) RSUs reported by Saqib Baig vest over time?

The RSUs vest on various quarterly schedules, with some awards vesting 25% initially then 6.25% quarterly through November 15, 2026, and others vesting 6.25% or 12.50% quarterly through dates extending to August 15, 2028, contingent on continued service.