Peloton CEO exercises RSUs, withholds shares for taxes

Peter C. Stern, President and CEO of Peloton Interactive, reported the settlement of 59,713 Restricted Stock Units into an equal number of Class A Common Stock shares on May 15, 2026, through a derivative exercise.

Rhea-AI Filing Summary

Peter C. Stern, President and CEO of Peloton Interactive, reported the settlement of 59,713 Restricted Stock Units into an equal number of Class A Common Stock shares on May 15, 2026, through a derivative exercise. A related tax-withholding transaction disposed of 30,484 shares at $5.2900 per share. After these transactions, he directly held 374,041 shares of Class A Common Stock. An RSU award is scheduled to vest 6.25% on November 15, 2025 and 6.25% quarterly thereafter, with 100% of the shares vesting on August 15, 2029, subject to continued service.

Insider Trade Summary

59,713 shares exercised/converted

Exercise 3 txns

Insider Stern Peter C

Role President and CEO

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

Holdings After Transaction: Restricted Stock Unit (RSU) — 776,275 contracts (Direct); Class A Common Stock — 374,041 shares (Direct)

Footnotes (3)

1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. F2. Shares withheld to cover the Reporting Person's tax liability with respect to the settlement of RSUs that vested on May 15, 2026.
3. F3. 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 exercised/settled: 59,713 shares Tax-withholding shares: 30,484 shares Tax-withholding price: $5.2900 per share +3 more

6 metrics

RSUs exercised/settled 59,713 shares Class A Common Stock delivered upon RSU settlement on May 15, 2026

Tax-withholding shares 30,484 shares Shares disposed in a tax-withholding transaction at $5.2900 per share on May 15, 2026

Tax-withholding price $5.2900 per share Per-share price for the tax-withholding disposition of Class A Common Stock

Post-transaction holdings 374,041 shares Direct Class A Common Stock holdings of Peter C. Stern after the reported transactions

RSU vesting tranche 6.25% Portion of RSU award vesting on November 15, 2025 and each subsequent quarter

RSU full vesting 100% by August 15, 2029 RSU award fully vests on August 15, 2029, subject to continued service

Key Terms

Restricted Stock Unit ("RSU"), tax-withholding disposition, vest, Class A Common Stock

4 terms

Restricted Stock Unit ("RSU") financial

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

tax-withholding disposition financial

"Transaction action is described as a tax-withholding disposition of Class A Common Stock"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

vest financial

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

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.

Class A Common Stock financial

"Underlying security title and holdings are in Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Peloton (PTON) CEO Peter C. Stern report in this Form 4?

Peter C. Stern reported settling 59,713 RSUs into Class A Common Stock and a related tax-withholding disposition of 30,484 shares. After these transactions, he directly held 374,041 shares of Peloton Class A Common Stock.

How many RSUs did Peter C. Stern settle for Peloton (PTON) on May 15, 2026?

He settled 59,713 Restricted Stock Units, delivering an equal number of Class A Common Stock shares on May 15, 2026. Each RSU represents a contingent right to receive one Peloton Class A share upon vesting and settlement.

How many Peloton (PTON) Class A shares does Stern hold after these transactions?

Following the reported transactions, Peter C. Stern directly holds 374,041 shares of Peloton Class A Common Stock. This figure reflects his post-transaction direct ownership position reported in the filing’s canonical holdings data.

Were the 30,484 Peloton (PTON) shares an open-market sale by the CEO?

No. The Form 4 identifies 30,484 shares as a tax-withholding disposition at $5.2900 per share related to RSU settlement. Such transactions typically satisfy tax obligations rather than representing discretionary open-market sales.

What is the RSU vesting schedule for Peter C. Stern’s Peloton (PTON) award?

The RSU award vests 6.25% of the total shares on November 15, 2025, then 6.25% quarterly thereafter. All shares are scheduled to be 100% vested by August 15, 2029, subject to his continued service with Peloton.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 05:23 PM Learn about SEC filing dates

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 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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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)