PTON Form 4: Dion Sanders RSU Vesting and Tax-Related Sale Disclosed

Rhea-AI Filing Summary

Dion C. Sanders, Chief Commercial Officer of Peloton Interactive, Inc. (PTON), reported settlements of multiple Restricted Stock Units (RSUs) that vested on August 15, 2025 and related sales to cover tax obligations. The Form 4 shows a series of RSU settlements on 08/15/2025 totaling vested shares across multiple grants, and a subsequent sale on 08/18/2025 of 122,917 Class A shares at a weighted average price of $8.3443 per share to satisfy tax withholding. After the transactions reported, the filing shows the Reporting Person beneficially owned 113,439 Class A shares.

The filing includes the RSU vesting schedules for seven separate grants with varying original vesting schedules and final vesting dates ranging from February 15, 2026 through February 15, 2028 (and some grants fully vested on August 15, 2025 or August 15, 2026/2027 depending on the grant). The sale price range disclosed for the sold shares was $8.3200 to $8.4300 per share.

Positive

• Retained ownership of 113,439 Class A shares after the tax-covering sale, indicating continued direct economic interest in the issuer
• Clear disclosure of RSU vesting schedules across multiple grants, providing transparency about compensation timing

Negative

• Sale of 122,917 Class A shares on 08/18/2025 at a weighted average price of $8.3443 to cover tax obligations, reducing immediate shareholdings
• Large number of RSUs settled (multiple grants aggregated) creating potential short-term supply into the market due to tax-related sales

Insights

Securities Analyst

TL;DR: Officer settled multiple RSUs and sold shares to cover taxes; retains meaningful stake of 113,439 Class A shares.

The Form 4 shows routine insider activity tied to RSU settlements and tax withholding. Multiple RSU grants vested or had settlement events reported on 08/15/2025, producing aggregate shares that were partly sold on 08/18/2025 (122,917 shares) at a weighted average price of $8.3443 to cover tax liabilities. The Reporting Person remains a direct beneficial owner of 113,439 Class A shares per the filing. This pattern is consistent with compensation-related liquidity actions rather than discretionary trading for other purposes.

Corporate Governance Expert

TL;DR: Transaction is administrative (tax withholding) following RSU vesting; no governance red flags in the filing text.

The disclosure identifies seven RSU grant schedules with specified quarterly vesting percentages and final vest dates, and an explicit explanation that the sale was "for the sole purpose of covering the Reporting Person's tax liability". The filer certified the report via attorney-in-fact. There is no indication in this Form 4 of option exercises for cash proceeds, pledges, or transfers to affiliated entities.

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^*

Sanders Dion 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		1,269	A	(1)	1,269	D
Class A Common Stock	08/15/2025		M		5,990	A	(1)	7,259	D
Class A Common Stock	08/15/2025		M		12,585	A	(1)	19,844	D
Class A Common Stock	08/15/2025		M		17,151	A	(1)	36,995	D
Class A Common Stock	08/15/2025		M		40,000	A	(1)	76,995	D
Class A Common Stock	08/15/2025		M		54,945	A	(1)	131,940	D
Class A Common Stock	08/15/2025		M		104,416	A	(1)	236,356	D
Class A Common Stock	08/18/2025		S(2)		122,917	D	$8.3443(3)	113,439	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)	08/15/2025		M			1,269	(4)	(4)	Class A Common Stock	1,269	$0	0	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			5,990	(5)	(5)	Class A Common Stock	5,990	$0	11,980	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			12,585	(6)	(6)	Class A Common Stock	12,585	$0	50,335	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			17,151	(7)	(7)	Class A Common Stock	17,151	$0	102,904	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			40,000	(8)	(8)	Class A Common Stock	40,000	$0	320,000	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			54,945	(9)	(9)	Class A Common Stock	54,945	$0	549,451	D
Restricted Stock Unit (RSU)	(1)	08/15/2025		M			104,416	(10)	(10)	Class A Common Stock	104,416	$0	417,661	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 $8.3200 to $8.4300 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 November 15, 2021, with 100% of the total shares vested on August 15, 2025, 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, 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.

6. 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.

7. 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.

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 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.

10. 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 Dion C. Sanders	08/19/2025
	** 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 insider reported the transactions on Form 4 for PTON?

The reporting person is Dion C. Sanders, identified as Chief Commercial Officer of Peloton Interactive, Inc.

How many shares were sold and at what price?

The Form 4 reports a sale of 122,917 Class A shares on 08/18/2025 at a weighted average price of $8.3443 per share (range $8.3200 to $8.4300).

Why were the shares sold according to the filing?

The sale was made solely to cover the Reporting Person's tax liability related to the settlement of RSUs.

How many Class A shares does the reporting person beneficially own after the transactions?

Following the reported transactions, the filing shows the Reporting Person beneficially owned 113,439 Class A shares.

What types of securities vested or settled in this filing?

The filing discloses settlements of Restricted Stock Units (RSUs), where each RSU represents a contingent right to one share of Class A Common Stock.