Notice of Settlement of Shareholder Derivative Actions

Rhea-AI Summary

Peloton Interactive (NASDAQ: PTON) has announced a settlement agreement for multiple stockholder derivative actions. The settlement, dated November 15, 2024, includes actions from the U.S. District Court for the Eastern District of New York, Delaware Chancery Court, and District of Delaware.

Under the settlement terms, Peloton will implement and maintain certain corporate governance enhancements that are expected to provide substantial benefits to the company. The defendants will cause their insurers to pay $1,750,000 in attorneys' fees, costs, and expenses to Plaintiffs' Counsel, subject to Court approval.

A Final Settlement Hearing is scheduled for June 13, 2025, at 11:00 a.m. in Brooklyn, NY. Stockholders who owned shares as of November 15, 2024, may object to the settlement by filing written objections no later than May 30, 2025. This is not a class action lawsuit, and there will be no direct monetary payment to individual stockholders.

Positive

• Corporate governance enhancements to be implemented
• Legal expenses of $1,750,000 to be covered by insurers, not directly by company

Negative

• Multiple derivative lawsuits against the company indicating governance issues
• Additional corporate governance measures required, suggesting previous deficiencies

Insights

Legal Expert

Settlement of shareholder derivative lawsuits against Peloton requires corporate governance reforms with $1.75M in attorney fees paid by insurers.

Peloton has announced a settlement of multiple shareholder derivative lawsuits that were pending across three jurisdictions. This legal resolution consolidates actions from the Eastern District of New York, Delaware Chancery Court, and the District of Delaware into a comprehensive settlement awaiting final court approval.

The settlement structure is typical for derivative litigation, where shareholders sue on behalf of the company against directors or officers for alleged breaches of fiduciary duty. Key settlement terms include:

• Implementation of unspecified corporate governance enhancements described as conferring "substantial benefits" to Peloton
• $1,750,000 in attorneys' fees and expenses to be paid by the defendants' insurers (not directly from company funds)
• No monetary compensation to individual shareholders (explicitly noted as "not a class action")

The notice provides minimal details about the underlying allegations or the specific governance reforms being implemented. However, the settlement appears designed to address systemic issues while limiting direct financial impact on the company. The use of insurance funding for the legal fees represents standard practice that minimizes the immediate financial burden.

This settlement effectively closes a chapter of legal uncertainty for Peloton, with the final approval hearing scheduled for June 13, 2025. Current shareholders who held stock as of November 15, 2024 may object to the terms until May 30, 2025, though such objections rarely derail negotiated settlements of this nature.

The resolution of these legal matters removes a contingent liability from Peloton's risk profile, while the governance enhancements could potentially strengthen internal controls and oversight mechanisms, though their effectiveness cannot be evaluated without specific details.

NEW YORK, April 25, 2025 (GLOBE NEWSWIRE) -- Peloton Interactive, Inc. (NASDAQ: PTON) today released the following pursuant to an Order of the U.S. District Court for the Eastern District of New York.

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

IN RE PELOTON INTERACTIVE, INC., DERIVATIVE LITIGATION	Case No. 1:21-cv-02862-CBA-PK District Judge Carol B. Amon Magistrate Judge Peggy Kuo

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION

TO: ALL OWNERS OF THE COMMON STOCK OF PELOTON INTERACTIVE, INC. (“PELOTON” OR THE “COMPANY”) CURRENTLY AND AS OF NOVEMBER 15, 2024:

IF YOU ARE A RECORD OR BENEFICIAL OWNER AND WERE A RECORD OR BENEFICIAL OWNER OF PELOTON COMMON STOCK AS OF NOVEMBER 15, 2024, PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE ABOVE-REFERENCED LITIGATION.

THIS ACTION IS NOT A “CLASS ACTION.” THUS, THERE IS NO COMMON FUND UPON WHICH YOU CAN MAKE A CLAIM FOR A MONETARY PAYMENT.

PLEASE TAKE NOTICE that the parties to the above-captioned stockholder derivative action, as well as the parties to the stockholder derivative actions styled In re Peloton Interactive, Inc. Stockholder Derivative Litigation, Consol. Case No. 2022-1051-KSJM (Del. Ch.) (the “Chancery Derivative Action”) and Blackburn v. Foley, Case No. 22-cv-01618-GBW (D. Del.) (the “Blackburn Derivative Action”), have reached an agreement to settle the putative derivative claims brought on behalf of and for the benefit of Peloton.

The terms of the settlement are set forth in a Stipulation of Settlement dated November 15, 2024 (the “Stipulation”).¹ This notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the U.S. District Court for the Eastern District of New York. A link to the text of the Stipulation and the full-length Notice of Pendency and Proposed Settlement of Stockholder Derivative Action may be found on the Investor Relations page of Peloton’s website at https://investor.onepeloton.com/legalinfo.

Under the terms of the Stipulation, as a part of the proposed Settlement, Peloton will adopt implement, and/or maintain certain corporate governance enhancements, which all parties agree confer substantial benefits upon Peloton. 

In light of the substantial benefits conferred upon Peloton by Plaintiffs’ Counsel’s efforts, Defendants shall cause their insurers to pay Plaintiffs’ Counsel's attorneys’ fees, costs, and expenses of $1,750,000, subject to Court approval.

A hearing will be held on June 13, 2025 at 11:00 a.m., before the Honorable Carol Bagley Amon at the U.S. District Court for the Eastern District of New York, at the Theodore Roosevelt Court House, 225 Cadman Plaza East, Brooklyn, NY 11201 (the “Final Settlement Hearing”), during which the Court will determine whether to approve the settlement.

Any Peloton stockholder has a right, but is not required, to appear and to be heard at the Final Settlement Hearing, provided that he, she, they, or it is a stockholder of record or beneficial owner of Peloton common stock and was a stockholder of record or beneficial owner of Peloton common stock as of November 15, 2024 and continues to hold the stock as of the date of the Final Settlement Hearing. Any Peloton stockholder who satisfies this requirement may enter an appearance through counsel of such stockholder’s own choosing and at such stockholder’s own expense, or may appear on their own. However, you shall not be heard at the Final Settlement Hearing unless, no later than May 30, 2025, you have filed with the Court a written notice of objection containing the following information:

1. Your name, legal address, and telephone number;
2. The case name and number (In re Peloton Interactive, Inc., Derivative Litigation, Case No. 1:21-cv-02862-CBA-PK);
3. Proof that you are a Peloton stockholder currently and as of November 15, 2024;
4. Documentary evidence of the date(s) you acquired your Peloton shares;
5. A statement of each objection being made;
6. Notice of whether you intend to appear at the Final Settlement Hearing (you are not required to appear); and
7. Copies of any papers you intend to submit to the Court, along with the names of any witness(es) you intend to call to testify at the Final Settlement Hearing and the subject(s) of their testimony.

If you wish to object to the proposed Settlement, you must file the written objection described above with the Court on or before May 30, 2025. All written objections and supporting papers must be filed with the Clerk of the Court, U.S. District Court for the Eastern District of New York, at the Theodore Roosevelt Court House, 225 Cadman Plaza East, Brooklyn, NY 11201 and served by that date upon each of the following Settling Parties’ counsel:

Counsel for Plaintiffs: Gregory M. Nespole LEVI & KORSINSKY, LLP 55 Broadway, 10th Floor New York, NY 10006 and Timothy Brown THE BROWN LAW FIRM, P.C. 767 Third Avenue, Suite 2501 New York, NY 10017 and David. C. Katz WEISS LAW 305 Broadway, 7th Floor New York, NY 10007 and Phillip Kim THE ROSEN LAW FIRM, P.A. 275 Madison Avenue, 40th Floor New York, NY 10016

Counsel for Nominal Defendant Peloton Interactive, Inc. and Defendants Erik Blachford, Karen Boone, Jon Callaghan, Howard Draft, John Foley, Jay Hoag, William Lynch, Pamela Thomas-Graham, Thomas Cortese, Hisao Kushi, Jill Woodworth, and Mariana Garavaglia: Andrew B. Clubok LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Michele D. Johnson LATHAM & WATKINS LLP 650 Town Center Drive, 20th Floor Costa Mesa, CA 92626 Nicholas J. Siciliano LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Whitney Weber LATHAM & WATKINS LLP 505 Montgomery Street, Suite 2000 San Francisco, CA 94111

YOUR WRITTEN OBJECTIONS MUST BE POSTMARKED OR ON FILE WITH THE CLERK OF THE COURT NO LATER THAN MAY 30, 2025.

Only stockholders who have filed and served valid and timely written notices of objection will be entitled to be heard at the Final Settlement Hearing unless the Court orders otherwise. If you fail to object in the manner and within the time prescribed above you shall be deemed to have waived your right to object (including the right to appeal) and shall forever be barred, in this proceeding or in any other proceeding, from raising such objection(s).

Because the Settlement involves the resolution of Derivative Actions, which were brought on behalf of and for the benefit of the Company, and not individual or class actions on behalf of Peloton stockholders, the benefits from the Settlement will go to Peloton. Individual Peloton stockholders will not receive any direct payment from the Settlement.

ACCORDINGLY, THERE IS NO PROOF OF CLAIM FORM FOR STOCKHOLDERS TO SUBMIT IN CONNECTION WITH THIS SETTLEMENT.

STOCKHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO THIS NOTICE.

Inquiries may be made to Plaintiffs’ Counsel: Timothy Brown, Esq., The Brown Law Firm, P.C., 767 Third Avenue, Suite 2501, New York, NY 10017, telephone: (516) 922-5427; David C. Katz, Esq., Weiss Law, 305 Broadway, 7th Floor, New York, NY 10007, telephone: (212) 682-3025; Phillip Kim, Esq., The Rosen Law Firm, P.A., 275 Madison Avenue, 40^th Floor, New York, NY 10016, telephone: (212) 686-1060; Gregory M. Nespole, Esq., Levi & Korsinsky, LLP, 55 Broadway, 10th Floor, New York, NY 10006, telephone: (212) 363-7500.

PLEASE DO NOT CONTACT THE COURT, PELOTON, OR DEFENDANTS REGARDING THIS NOTICE

Dated: April 25, 2025
BY ORDER OF THE UNITED STATES DISTRICT COURT OF THE EASTERN DISTRICT OF NEW YORK

About Peloton

Peloton (NASDAQ: PTON) provides Members with world-class equipment, ground-breaking software, expert human instruction, and the world’s most supportive fitness community. Founded in 2012 and headquartered in New York City, Peloton has millions of Members across the US, UK, Canada, Germany, Australia, and Austria. For more information, visit www.onepeloton.com.

Media Contact
Letena Lindsay
press@onepeloton.com

Investor Relations Contact
James Marsh
investor@onepeloton.com

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¹ All capitalized terms herein have the same meanings as set forth in the Stipulation.

FAQ

What are the key terms of Peloton (PTON) derivative lawsuit settlement?

The settlement includes corporate governance enhancements for Peloton and $1,750,000 in attorneys' fees paid by defendants' insurers. The settlement resolves multiple derivative actions from different courts.

When is the Final Settlement Hearing for the PTON shareholder derivative case?

The Final Settlement Hearing is scheduled for June 13, 2025, at 11:00 a.m. at the U.S. District Court for the Eastern District of New York in Brooklyn.

Can Peloton (PTON) shareholders receive compensation from this settlement?

No, this is not a class action lawsuit. Individual shareholders will not receive direct monetary payments as benefits from the settlement go to Peloton itself.

What is the deadline for PTON shareholders to object to the derivative settlement?

Shareholders must file written objections by May 30, 2025, with proof of stock ownership as of November 15, 2024.