Peloton (NASDAQ: PTON) CEO Peter C. Stern reports RSU vesting and tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PELOTON INTERACTIVE, INC. President and CEO Peter C. Stern reported routine equity compensation activity tied to restricted stock units (RSUs). On May 15, 2026, 59,713 RSUs were settled into an equal number of Class A shares, reflecting an option/RSU exercise rather than an open‑market purchase.

To cover related tax obligations, 30,484 Class A shares were withheld at $5.29 per share, a non-market tax-withholding disposition. After these transactions, Stern directly holds 404,525 shares of Class A Common Stock. Each RSU represents a contingent right to one Class A share and vests 6.25% on November 15, 2025, then 6.25% quarterly until fully vested on August 15, 2029, subject to continued service.

Insider Trade Summary

59,713 shares exercised/converted

Mixed 3 txns

Insider Stern Peter C

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	59,713	$0.00	--
Exercise	Class A Common Stock	59,713	$0.00	--
Tax Withholding	Class A Common Stock	30,484	$5.29	$161K

Holdings After Transaction: Restricted Stock Unit (RSU) — 776,275 shares (Direct, null); Class A Common Stock — 404,525 shares (Direct, null)

Footnotes (1)

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. Shares withheld to cover the Reporting Person's tax liability with respect to the settlement of RSUs that vested on May 15, 2026. The RSUs vest as to 6.25% of the total shares on November 15, 2025, then 6.25% of the total shares vest quarterly thereafter, with 100% of the total shares vested on August 15, 2029, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Key Figures

RSUs settled: 59,713 shares Tax-withheld shares: 30,484 shares Withholding price: $5.29 per share +3 more

6 metrics

RSUs settled 59,713 shares RSUs converted into Class A Common Stock on May 15, 2026

Tax-withheld shares 30,484 shares Shares withheld to cover tax liability on May 15, 2026

Withholding price $5.29 per share Value used for tax-withholding disposition

Shares held after transaction 404,525 shares Direct Class A Common Stock ownership after May 15, 2026

RSU vesting start 6.25% on November 15, 2025 Initial vesting tranche of RSU award

Full RSU vesting date August 15, 2029 Date when 100% of RSU shares are scheduled to vest

Key Terms

Restricted Stock Unit ("RSU"), tax liability, vest, contingent right, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share..."

tax liability financial

"Shares withheld to cover the Reporting Person's tax liability with respect to the settlement..."

vest financial

"The RSUs vest as to 6.25% of the total shares on November 15, 2025, then 6.25%..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

contingent right financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share..."

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:23 PM

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^*

Stern Peter C

(Last)

(First)

(Middle)

C/O PELOTON INTERACTIVE, INC.

441 NINTH AVENUE, SIXTH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2026		M		59,713	A	⁽¹⁾	404,525	D
Class A Common Stock	05/15/2026		F		30,484⁽²⁾	D	$5.29	374,041	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	⁽¹⁾	05/15/2026		M			59,713	⁽³⁾	⁽³⁾	Class A Common Stock	59,713	$0	776,275	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. Shares withheld to cover the Reporting Person's tax liability with respect to the settlement of RSUs that vested on May 15, 2026.

3. The RSUs vest as to 6.25% of the total shares on November 15, 2025, then 6.25% of the total shares vest quarterly thereafter, with 100% of the total shares vested on August 15, 2029, 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 Peter C. Stern	05/19/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Peloton (PTON) CEO Peter C. Stern report?

Peter C. Stern reported settlement of 59,713 restricted stock units into Class A Common Stock and a related tax-withholding share disposition. These are compensation and tax events, not open-market stock purchases or sales, and reflect routine equity vesting for the Peloton executive.

How many Peloton (PTON) shares were withheld for Peter C. Stern’s taxes?

A total of 30,484 Peloton Class A shares were withheld to cover Peter C. Stern’s tax liability at $5.29 per share. This tax-withholding disposition satisfies payroll taxes on vested RSUs and does not represent an open-market sale initiated by the executive.

How many Peloton (PTON) shares does Peter C. Stern hold after this Form 4?

Following these transactions, Peter C. Stern directly holds 404,525 shares of Peloton Class A Common Stock. This figure reflects the net position after converting 59,713 RSUs into shares and withholding 30,484 shares to satisfy associated tax obligations owed on the vested stock units.

What are RSUs in the context of Peloton (PTON) executive compensation?

Each Peloton RSU represents a contingent right to receive one share of Class A Common Stock. RSUs vest over time, delivering shares as service conditions are met, aligning executive compensation with shareholder value without requiring a cash exercise price when they settle.

How do Peter C. Stern’s Peloton (PTON) RSUs vest over time?

Peter C. Stern’s RSUs vest 6.25% of the total shares on November 15, 2025, then 6.25% quarterly thereafter. Full vesting occurs on August 15, 2029, provided he continues to serve Peloton through each specified vesting date under the award’s service condition.

Did Peter C. Stern buy or sell Peloton (PTON) shares on the open market?

The reported transactions involve RSU settlement and tax withholding, not open-market buying or selling. Shares were issued from RSUs and a portion withheld to pay taxes, so no discretionary open-market purchase or sale decision is disclosed in this Form 4.