Peloton (NASDAQ: PTON) CCO records RSU vesting and tax-driven share sale

Rhea-AI Filing Summary

Peloton Interactive, Inc. Chief Content Officer Jennifer Cunningham Cotter reported multiple Restricted Stock Unit (RSU) vesting and conversions into Class A Common Stock on February 15, 2026, with each RSU representing a right to receive one share of Class A stock.

She also completed an open-market sale of 125,432 Class A shares on February 17, 2026 at a weighted average price of $4.1454 per share, with the sale made solely to cover tax liabilities from RSU settlement. Following this sale, she directly held 254,766 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

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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).

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^*

Cotter Jennifer Cunningham

(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 Content 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		9,216	A	(1)	109,485	D
Class A Common Stock	02/15/2026		M		14,816	A	(1)	124,301	D
Class A Common Stock	02/15/2026		M		61,814	A	(1)	186,115	D
Class A Common Stock	02/15/2026		M		29,751	A	(1)	215,866	D
Class A Common Stock	02/15/2026		M		45,000	A	(1)	260,866	D
Class A Common Stock	02/15/2026		M		119,332	A	(1)	380,198	D
Class A Common Stock	02/17/2026		S(2)		125,432	D	$4.1454(3)	254,766	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			9,216	(4)	(4)	Class A Common Stock	9,216	$0	0	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			14,816	(5)	(5)	Class A Common Stock	14,816	$0	59,266	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			61,814	(6)	(6)	Class A Common Stock	61,814	$0	494,505	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			29,751	(7)	(7)	Class A Common Stock	29,751	$0	59,501	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			45,000	(8)	(8)	Class A Common Stock	45,000	$0	270,000	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			119,332	(9)	(9)	Class A Common Stock	119,332	$0	238,663	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 $4.0950 to $4.2100 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 6.25% of the total shares quarterly, commencing May 15, 2022, with 100% of the total shares vested on February 15, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

5. The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2023, with 100% of the total shares vested on February 15, 2027, 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 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.

7. The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2022, 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.

8. 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.

9. 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.

Remarks:

	/s/ Tammy Albarran as attorney-in-fact for Jennifer Cotter	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Peloton (PTON) report for Jennifer Cunningham Cotter?

Peloton reported RSU vesting and related share issuances plus an open-market sale by Chief Content Officer Jennifer Cunningham Cotter. Multiple RSU awards converted into Class A shares on February 15, 2026, followed by a tax-related sale of 125,432 shares on February 17, 2026.

How many Peloton (PTON) shares did the CCO sell and at what price range?

The CCO sold 125,432 Peloton Class A shares at a weighted average price of $4.1454 per share. Footnotes state the transactions occurred in multiple trades between $4.0950 and $4.2100 per share, with full trade-by-trade details available on request.

Why did Peloton’s Chief Content Officer sell 125,432 PTON shares?

The filing states the share sale was undertaken solely to cover the reporting person’s tax liability arising from the settlement of RSUs. This indicates the transaction is tied to equity award vesting rather than a discretionary portfolio reallocation or a stand-alone liquidation.

What are the RSUs mentioned in the Peloton (PTON) Form 4 filing?

Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Peloton’s Class A Common Stock. Various RSU grants vest quarterly at 6.25% or 12.50% from specified start dates, with full vesting between February 15, 2026 and February 15, 2028.

How many Peloton (PTON) shares does the CCO own after these transactions?

After the reported RSU conversions and the subsequent open-market sale, the Form 4 shows Jennifer Cunningham Cotter directly owning 254,766 shares of Peloton Class A Common Stock. This reflects her position following the February 17, 2026 sale of 125,432 shares.

How do the RSU vesting schedules work for Peloton (PTON) CCO’s awards?

The RSU grants generally vest at 6.25% of total shares each quarter, starting on different dates, with some vesting at 12.50% quarterly. Full vesting occurs between August 15, 2026 and February 15, 2028, contingent on continued service with Peloton on each vesting date.