What are Nick Caldwell’s Peloton (PTON) share holdings after these transactions?

After the RSU vesting and tax withholding, Nick Caldwell directly holds 936,095 shares of Peloton Class A Common Stock. This figure reflects his updated equity position following the routine compensation-related transactions disclosed in the Form 4.

Peloton (NASDAQ: PTON) CPO vests RSUs, uses shares to pay taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Peloton Interactive Chief Product Officer Nick V. Caldwell reported routine equity compensation activity. On May 15, 2026, 119,331 Restricted Stock Units vested and converted into Class A Common Stock. Of these, 64,192 shares, valued at $5.29 per share, were withheld to cover tax obligations rather than sold on the open market. Following these transactions, Caldwell directly holds 936,095 shares of Peloton Class A Common Stock.

Insider Trade Summary

119,331 shares exercised/converted

Mixed 3 txns

Insider Caldwell Nick V.

Role Chief Product Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	119,331	$0.00	--
Exercise	Class A Common Stock	119,331	$0.00	--
Tax Withholding	Class A Common Stock	64,192	$5.29	$340K

Holdings After Transaction: Restricted Stock Unit (RSU) — 119,332 shares (Direct, null); Class A Common Stock — 1,000,287 shares (Direct, null)

Footnotes (1)

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. Shares withheld to cover the Reporting Person's tax liability with respect to the settlement of RSUs that vested on May 15, 2026. 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.

Key Figures

RSUs vested: 119,331 shares Shares withheld for taxes: 64,192 shares Withholding price: $5.29 per share +2 more

5 metrics

RSUs vested 119,331 shares Restricted Stock Units converting to Class A Common Stock on May 15, 2026

Shares withheld for taxes 64,192 shares Withheld to cover tax liability from RSU settlement

Withholding price $5.29 per share Value applied to shares withheld for tax obligations

Shares held after transactions 936,095 shares Direct holdings of Peloton Class A Common Stock after Form 4 events

RSU vesting cadence 12.5% quarterly From November 15, 2024 to full vesting on August 15, 2026

Key Terms

Restricted Stock Unit ("RSU"), Class A Common Stock, tax liability, derivative security, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

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

Class A Common Stock financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's 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.

tax liability financial

"Shares withheld to cover the Reporting Person's tax liability with respect to the settlement of RSUs..."

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"The RSUs vest as to 12.50% of the total shares quarterly, commencing November 15, 2024..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:23 PM

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

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Product Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2026		M		119,331	A	⁽¹⁾	1,000,287	D
Class A Common Stock	05/15/2026		F		64,192⁽²⁾	D	$5.29	936,095	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	⁽¹⁾	05/15/2026		M			119,331	⁽³⁾	⁽³⁾	Class A Common Stock	119,331	$0	119,332	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 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 Nick V. Caldwell	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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Nick Caldwell reported RSU vesting and related tax withholding. 119,331 Restricted Stock Units vested into Class A shares, and 64,192 shares were withheld to cover tax obligations, a common non-market mechanism for paying taxes on equity awards.

Did Nick Caldwell buy or sell Peloton (PTON) shares on the open market?

The filing shows no open-market purchases or sales. Shares were acquired through RSU vesting and a portion was withheld to pay taxes, which is recorded as a disposition but does not represent a market sale or a discretionary trading decision.

How many Peloton (PTON) RSUs vested for Nick Caldwell in this Form 4?

A total of 119,331 Restricted Stock Units vested and converted into Class A Common Stock. Each RSU represents a right to receive one share, reflecting ongoing equity compensation tied to Caldwell’s service with Peloton over the defined vesting schedule.

How many Peloton (PTON) shares were withheld for taxes from Nick Caldwell’s RSU vesting?

64,192 shares of Class A Common Stock were withheld to satisfy tax liabilities from the RSU settlement. The withholding price was $5.29 per share, providing a non-cash method to cover taxes triggered by the vesting event.

How do Nick Caldwell’s Peloton (PTON) RSUs vest over time?

The RSUs vest 12.5% of the total shares each quarter, starting November 15, 2024, with full vesting on August 15, 2026. Vesting is conditioned on Caldwell continuing to provide service to Peloton on each scheduled vesting date.