Peloton (NASDAQ: PTON) CPO settles RSUs, withholds 61,773 shares for 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 involving Restricted Stock Units (RSUs). On June 15, 2026, 115,740 RSUs converted into the same number of Class A Common shares at a stated price of $0.00 per share.

Of these, 61,773 shares were withheld at $5.80 per share to cover his tax liability related to the RSU vesting, which is not an open-market sale. Following these transactions, Caldwell directly holds 990,062 shares of Peloton Class A Common Stock and 578,704 RSUs.

The RSU grant vests 25% of the total shares on November 1, 2024, then 6.25% quarterly from December 15, 2024, until full vesting on September 15, 2027, subject to his continued service.

Insider Trade Summary

115,740 shares exercised/converted

Mixed 3 txns

Insider Caldwell Nick V.

Role Chief Product Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	115,740	$0.00	--
Exercise	Class A Common Stock	115,740	$0.00	--
Tax Withholding	Class A Common Stock	61,773	$5.80	$358K

Holdings After Transaction: Restricted Stock Unit (RSU) — 578,704 shares (Direct, null); Class A Common Stock — 1,051,835 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 June 15, 2026. 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.

Key Figures

RSUs converted: 115,740 shares Tax-withheld shares: 61,773 shares at $5.80 Shares held after transaction: 990,062 shares +4 more

7 metrics

RSUs converted 115,740 shares RSUs converted to Class A Common Stock on June 15, 2026

Tax-withheld shares 61,773 shares at $5.80 Shares withheld to cover tax liability on RSU vesting

Shares held after transaction 990,062 shares Direct Class A Common Stock holdings after June 15, 2026

RSUs remaining 578,704 units Restricted Stock Units remaining after conversion transaction

Initial cliff vest 25% of total RSUs Vesting on November 1, 2024, subject to continued service

Ongoing vesting rate 6.25% quarterly Quarterly RSU vesting starting December 15, 2024

Full vesting date September 15, 2027 Date when 100% of RSUs are scheduled to be vested

Key Terms

Restricted Stock Unit ("RSU"), tax liability, vest, Class A Common Stock

4 terms

Restricted Stock Unit ("RSU") financial

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

tax liability financial

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

vest financial

"The RSUs vest as to 25% of the total shares on November 1, 2024, then 6.25%..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Class A Common Stock financial

"Each 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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

06/17/2026 - 04:08 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)
06/15/2026

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	06/15/2026		M		115,740	A	⁽¹⁾	1,051,835	D
Class A Common Stock	06/15/2026		F		61,773⁽²⁾	D	$5.8	990,062	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⁾	06/15/2026		M			115,740	⁽³⁾	⁽³⁾	Class A Common Stock	115,740	$0	578,704	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 June 15, 2026.

3. 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	06/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Peloton (PTON) CPO Nick Caldwell report?

Nick Caldwell reported RSU vesting that converted 115,740 Restricted Stock Units into Class A Common Stock. A portion of these shares was withheld to cover taxes, while the remaining shares increased his direct equity position in Peloton.

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

Peloton withheld 61,773 Class A Common shares at $5.80 per share to cover Nick Caldwell’s tax liability arising from vested RSUs. This withholding is a non-market disposition, not an open-market sale of shares by the executive.

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

After the June 15, 2026 transactions, Nick Caldwell directly holds 990,062 shares of Peloton Class A Common Stock. He also retains 578,704 Restricted Stock Units, which may convert into additional shares as they vest over time.

What RSU vesting schedule applies to Nick Caldwell’s Peloton (PTON) grant?

Caldwell’s RSUs vest 25% of total shares on November 1, 2024, then 6.25% of total shares quarterly starting December 15, 2024. All RSUs are scheduled to be fully vested by September 15, 2027, subject to continued service.

Is Nick Caldwell’s Peloton (PTON) Form 4 a stock sale in the market?

The filing shows tax-withholding dispositions rather than open-market sales. Shares were automatically withheld at $5.80 per share to satisfy tax obligations on vested RSUs, a common administrative mechanism that does not reflect discretionary selling activity.