Peloton (PTON) CPO sells shares to cover RSU tax liability

Rhea-AI Filing Summary

Peloton Interactive’s Chief Product Officer Nick V. Caldwell exercised 115,741 Restricted Stock Units on March 15, 2026, receiving the same number of Class A Common shares at a conversion price of $0.0000 per share. Each RSU represents a right to one Class A share.

On March 16, 2026, Caldwell sold 42,632 Class A shares in an open-market transaction at a weighted average price of $3.8649 per share, solely to cover tax liabilities from the RSU settlement. After the sale, he directly held 880,956 Class A shares. The RSUs vest 25% on November 1, 2024 and 6.25% quarterly from December 15, 2024, with full vesting by September 15, 2027, subject to continued service.

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^*

Caldwell Nick V.

(Last) (First) (Middle)

C/O PELOTON INTERACTIVE, INC.

441 9TH 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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		115,741	A	(1)	923,588	D
Class A Common Stock	03/16/2026		S(2)		42,632	D	$3.8649(3)	880,956	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)	03/15/2026		M			115,741	(4)	(4)	Class A Common Stock	115,741	$0	694,444	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 $3.8450 to $3.9050 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 25% of the total shares on November 1, 2024, then 6.25% of the total shares vest quarterly, commencing December 15, 2024, with 100% of the total shares vested on September 15, 2027, 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 Nick V. Caldwell	03/17/2026
	** 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.

FAQ

What insider transactions did Peloton (PTON) Chief Product Officer Nick Caldwell report?

Nick Caldwell exercised RSUs and sold shares. He converted 115,741 Restricted Stock Units into Class A Common Stock, then sold 42,632 shares in an open-market transaction to cover tax liabilities related to the RSU settlement.

How many Peloton (PTON) shares did Nick Caldwell sell and at what price?

Caldwell sold 42,632 Peloton Class A shares. The weighted average sale price was $3.8649 per share, with individual trades executed in a range from $3.8450 to $3.9050 per share, according to the Form 4 footnote.

Why did Peloton (PTON) executive Nick Caldwell sell shares after RSU settlement?

The sale was to cover tax liabilities. A footnote states the sole purpose of selling 42,632 shares was paying the reporting person’s tax obligation arising from the settlement of Restricted Stock Units, rather than a discretionary portfolio decision.

How many Peloton (PTON) shares does Nick Caldwell hold after these transactions?

After the reported transactions, Caldwell directly holds 880,956 shares. This post-transaction balance reflects his remaining Class A Common Stock ownership following the RSU conversion and subsequent sale of 42,632 shares used to satisfy associated tax liabilities.

What is the vesting schedule for Nick Caldwell’s Peloton (PTON) RSUs?

The RSUs vest over nearly three years. Twenty-five percent vested on November 1, 2024, then 6.25% of the total vests quarterly starting December 15, 2024, with all RSUs fully vested by September 15, 2027, contingent on continued service.