PTON Form 4: Stern Receives 955K RSUs and 2.5M PSUs Tied to 2029 Targets

Rhea-AI Filing Summary

Peleton Interactive director and CEO Peter C. Stern received equity awards disclosed on a Form 4 filed for transactions dated 09/24/2025. The filing shows issuance of 955,415 Restricted Stock Units (RSUs) and 2,500,000 Performance Stock Units (PSUs), each representing a contingent right to one share of Class A common stock. The RSUs vest on a schedule beginning Nov 15, 2025 (6.25% then quarterly) with full vesting on Aug 15, 2029, conditioned on continued service. The PSUs represent the maximum that may vest if specified stock-price targets are met over a performance period ending Aug 15, 2029, also subject to continued service.

Positive

• Long-term alignment: Awards vest over multiple years (RSUs through Aug 15, 2029), tying CEO incentives to sustained company performance.
• Performance component: 2,500,000 PSUs are contingent on stock-price targets, linking potential payout to shareholder value creation.

Negative

• Potential dilution: Maximum of 3,455,415 shares could be issued if all units vest, increasing outstanding share count.
• Concentration of awards: The aggregate size of the grants to the CEO is large and may be material relative to company equity if not contextualized with market-cap data.

Insights

Corporate Governance Expert

TL;DR: Large equity awards tie the CEO to long-term performance but increase potential dilution and warrant disclosure context.

The Form 4 documents substantial long-term awards totaling 3,455,415 equity units granted to the CEO/director, split between time-based RSUs and performance-based PSUs. The RSU schedule phases vesting from November 2025 through August 2029, which is a typical retention mechanism. The PSUs are tied to stock-price targets through August 15, 2029, aligning pay to share-price performance rather than simple tenure. From a governance perspective, the mix of time- and performance-based awards is standard, but the absolute size is material relative to typical single-officer grants and should be assessed against company market cap and prior award practices for context.

Executive Compensation Analyst

TL;DR: Award structure emphasizes long-term retention and upside for target achievement; payout depends on service plus performance hurdles.

The disclosed grant comprises 955,415 RSUs with a defined quarterly vesting cadence and 2,500,000 PSUs representing maximum payout tied to stock-price targets through August 15, 2029. RSUs carry no exercise price and convert one-for-one into Class A shares at vest. PSUs are capped at stated maximums; actual payout will vary with achievement of price targets. Such award sizing and multi-year performance windows are consistent with incentivizing multi-year share-price appreciation and CEO retention, but the ultimate cost to shareholders depends on realized vesting and share issuance timing.

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).

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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

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)	09/24/2025		A		955,415		(2)	(2)	Class A Common Stock	955,415	$0	955,415	D
Performance Stock Unit (PSU)	(3)	09/24/2025		A		2,500,000(4)		(4)	(4)	Class A Common Stock	2,500,000	$0	2,500,000	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 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.

3. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

4. Represents the maximum number of PSUs that may vest upon the Issuer's achievement of certain stock price per share targets over a performance period ending on August 15, 2029, subject to the Reporting Person's provision of service to the Issuer on any applicable vesting date.

Remarks:

	/s/ Tammy Albarran as attorney-in-fact for Peter C. Stern	09/26/2025
	** 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 did Peter C. Stern receive according to the Form 4 for PTON?

The filing reports 955,415 RSUs and 2,500,000 PSUs granted on 09/24/2025, each convertible to one share of Class A common stock upon vesting.

When do the RSUs vest for the reported grant?

The RSUs vest starting Nov 15, 2025 (6.25% then quarterly) with full vesting on Aug 15, 2029, subject to continued service.

What conditions apply to the PSUs disclosed in the Form 4?

The PSUs represent the maximum that may vest based on the issuer achieving specified stock-price per share targets over a performance period ending Aug 15, 2029, and require continued service for vesting.

Who filed the Form 4 on behalf of Peter C. Stern and when was it signed?

The Form 4 was signed /s/ Tammy Albarran as attorney-in-fact for Peter C. Stern on 09/26/2025.

Are the RSUs or PSUs exercisable immediately?

No; RSUs vest according to the schedule through Aug 15, 2029, and PSUs depend on achievement of performance targets through the same date.