PTON Form 4: CFO Vesting and 10b5-1 Sales Reduce Holdings to 346,535 Shares
Rhea-AI Filing Summary
Elizabeth F. Coddington, Chief Financial Officer of Peloton Interactive, Inc. (PTON) reported a series of equity transactions in mid-September 2025. On 09/13/2025 she was deemed to acquire 21,819 RSUs, which increased reported beneficial ownership. On 09/15/2025 she sold 21,819 shares pursuant to a Rule 10b5-1 plan at a weighted-average price of $8.0912 and on 09/15/2025 acquired 238,664 shares upon vesting of performance stock units at no cash cost. On 09/16/2025 she sold the 238,664 shares pursuant to the same 10b5-1 plan at a weighted-average price of $7.8456. Following these reported transactions, the filing shows 346,535 shares of Class A common stock beneficially owned, direct.
Positive
- Sales were executed under a Rule 10b5-1 plan, indicating pre-established, non-discretionary trading arrangements
- Vesting events disclosed show PSUs and RSUs converting to shares, evidencing compensation alignment with equity incentives
- Filing provides weighted-average prices and offers detailed per-trade pricing on request, supporting disclosure transparency
Negative
- Significant share sales occurred immediately after vesting, reducing on-hand shares to 346,535
- Weighted-average sale prices below $9 may be noted by investors tracking insider sell prices relative to market
Insights
TL;DR Insider realized proceeds via structured sales while material vesting events temporarily increased holdings.
The transactions are routine compensation vesting and systematic sales under a pre-established Rule 10b5-1 plan. The CFO received significant equity from PSUs (238,664 shares) and RSUs (21,819 shares) and then sold those shares across 09/15-09/16/2025 at weighted-average prices of $8.0912 and $7.8456 respectively. These transactions changed reported direct holdings from a higher intraperiod level to a closing position of 346,535 shares. For investors, this filing documents executive compensation realization and planned disposition mechanics rather than an unplanned liquidity event.
TL;DR Disclosures indicate compliance with a documented 10b5-1 trading plan and routine equity vesting schedules.
The filing specifically states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted May 16, 2025, and details vesting schedules for RSUs and PSUs. The form includes weighted-average sale prices and an offer to provide per-trade pricing breakdowns on request, which supports transparent reporting. Overall, this is a standard Section 16 disclosure reflecting compensation vesting and pre-planned sales in accordance with governance best practices.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 238,664 | $7.8456 | $1.87M |
| Sale | Class A Common Stock | 21,819 | $8.0912 | $177K |
| Grant/Award | Class A Common Stock | 238,664 | $0.00 | -- |
| Grant/Award | Restricted Stock Unit (RSU) | 551,182 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 21,819 | $0.00 | -- |
| Exercise | Class A Common Stock | 21,819 | $0.00 | -- |
Footnotes (1)
- Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.9400 to $8.2000 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. Represents shares of Class A Common Stock acquired upon the vesting of performance stock units ("PSUs") granted on October 17, 2024. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.7500 to $7.9450 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. The RSU vests as to 25% of the total shares on June 13, 2023, then 6.25% of the total shares vest quarterly with 100% of the total shares vested on June 13, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs vest as to 1/12 of the total shares on August 15, 2026, then 1/12 of the total shares vest quarterly thereafter, with 100% of the total shares vested on May 15, 2029, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
