Peloton (NASDAQ: PTON) CPO settles 115,741 RSUs, sells 64,617 shares of stock

Rhea-AI Filing Summary

Peloton Interactive’s chief product officer, Nick V. Caldwell, reported equity transactions tied to restricted stock units. On 12/15/2025, 115,741 RSUs settled into an equal number of Class A Common Stock shares. On 12/16/2025, he sold 64,617 Class A shares at a weighted average price of $6.2112 per share.

The company states the sale was made solely to cover Caldwell’s tax liability arising from the RSU settlement. Following these transactions, he directly holds 839,982 Class A Common Stock shares and 810,185 RSUs or other derivative securities, aligning his compensation with Peloton’s equity performance.

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^*

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)
12/15/2025

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
Class A Common Stock	12/15/2025		M		115,741	A	(1)	904,599	D
Class A Common Stock	12/16/2025		S(2)		64,617	D	$6.2112(3)	839,982	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)	12/15/2025		M			115,741	(4)	(4)	Class A Common Stock	115,741	$0	810,185	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 $6.1500 to $6.2900 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	12/16/2025
	** 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 transaction did Peloton Interactive (PTON) report for Nick V. Caldwell?

The report shows that Nick V. Caldwell, Peloton’s chief product officer, settled 115,741 restricted stock units into Class A Common Stock on 12/15/2025 and then sold 64,617 shares on 12/16/2025.

How many Peloton (PTON) RSUs vested and converted for the chief product officer?

On 12/15/2025, 115,741 restricted stock units vested and converted into the same number of Peloton Class A Common Stock shares.

How many Peloton (PTON) shares were sold and at what price?

On 12/16/2025, 64,617 Class A Common Stock shares were sold at a weighted average price of $6.2112 per share, within a range of $6.1500 to $6.2900 per share.

Why did Peloton’s chief product officer sell 64,617 shares?

The filing notes that the 64,617 shares were sold solely to cover Nick V. Caldwell’s tax liability related to the settlement of his RSUs.

How many Peloton (PTON) shares does Nick V. Caldwell own after these transactions?

After the reported transactions, Nick V. Caldwell directly owns 839,982 shares of Peloton Class A Common Stock.

How many Peloton (PTON) RSUs or derivative securities remain outstanding for the chief product officer?

Following the settlement, 810,185 restricted stock units or other derivative securities are reported as beneficially owned by Nick V. Caldwell.

What is the vesting schedule for Nick V. Caldwell’s Peloton RSUs?

The RSUs vest as to 25% of the total shares on November 1, 2024, then 6.25% of the total shares vest quarterly starting December 15, 2024, with 100% vested by September 15, 2027, subject to his continued service.