Was the Peloton (PTON) CFO’s share sale under a 10b5-1 trading plan?

Yes. The Form 4 states the reported sales were executed under a Rule 10b5-1 trading plan adopted by Elizabeth Coddington on May 16, 2025. Such pre-arranged plans allow insiders to systematically sell shares according to predetermined instructions over time.

Peloton (NASDAQ: PTON) CFO share sale and RSU conversions detailed

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Peloton Interactive, Inc.’s Chief Financial Officer Elizabeth F. Coddington reported insider transactions in Class A Common Stock and Restricted Stock Units (RSUs). On February 17, 2026, she completed an open-market sale of 238,013 shares at a weighted average price of $4.177 per share under a Rule 10b5-1 trading plan adopted on May 16, 2025.

On February 15, 2026, multiple RSU awards were converted into shares of Class A Common Stock at no cash exercise price, reflecting vesting of previously granted equity. Each RSU represents a right to receive one share of Class A stock. After these transactions, she directly owned 346,535 shares.

Insider Trade Summary

Net Seller: 238,013 shares ($994,180)

Net Sell 7 txns

Insider Coddington Elizabeth F

Role Chief Financial Officer

Sold 238,013 shs ($994K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	238,013	$4.177	$994K
Exercise	Restricted Stock Unit (RSU)	68,681	$0.00	--
Exercise	Restricted Stock Unit (RSU)	50,000	$0.00	--
Exercise	Restricted Stock Unit (RSU)	119,332	$0.00	--
Exercise	Class A Common Stock	68,681	$0.00	--
Exercise	Class A Common Stock	50,000	$0.00	--
Exercise	Class A Common Stock	119,332	$0.00	--

Holdings After Transaction: Class A Common Stock — 346,535 shares (Direct); Restricted Stock Unit (RSU) — 549,451 shares (Direct)

Footnotes (1)

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.0800 to $4.2400 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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 07:26 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^*

Coddington Elizabeth F

(Last)

(First)

(Middle)

C/O PELOTON INTERACTIVE, INC.

441 NINTH AVENUE, SIXTH FLOOR

(Street)

NEW YORK

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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)
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	02/15/2026		M		68,681	A	⁽¹⁾	415,216	D
Class A Common Stock	02/15/2026		M		50,000	A	⁽¹⁾	465,216	D
Class A Common Stock	02/15/2026		M		119,332	A	⁽¹⁾	584,548	D
Class A Common Stock	02/17/2026		S⁽²⁾		238,013	D	$4.177⁽³⁾	346,535	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⁾	02/15/2026		M			68,681	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	68,681	$0	549,451	D
Restricted Stock Unit (RSU)	⁽¹⁾	02/15/2026		M			50,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	50,000	$0	300,000	D
Restricted Stock Unit (RSU)	⁽¹⁾	02/15/2026		M			119,332	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	119,332	$0	238,663	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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2025.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.0800 to $4.2400 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 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.

5. 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.

6. 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 Elizabeth F. Coddington	02/18/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Peloton (PTON) CFO Elizabeth Coddington report on this Form 4?

Peloton CFO Elizabeth Coddington reported an open-market sale of Class A Common Stock and several RSU conversions. The filing details both the sale of existing shares and the acquisition of new shares through vesting of Restricted Stock Units into Class A common stock.

How many Peloton (PTON) shares did the CFO sell and at what price?

Elizabeth Coddington sold 238,013 shares of Peloton Class A Common Stock. The weighted average sale price was $4.177 per share, with individual trades executed between $4.08 and $4.24 per share, as disclosed in the weighted-average price footnote to the Form 4 filing.

What RSU activity did Peloton (PTON) disclose for its CFO in this Form 4?

The filing reports several RSU conversions on February 15, 2026, totaling multiple blocks of shares at a $0 exercise price. Each RSU represents a contingent right to one Class A share, and the RSUs vest quarterly according to schedules running through 2026, 2027, and 2028.

How many Peloton (PTON) shares does the CFO hold after these transactions?

After completing the reported RSU conversions and the subsequent open-market sale, Elizabeth Coddington directly owned 346,535 shares of Peloton Class A Common Stock. This post-transaction holding reflects the net result of both acquired shares from vested RSUs and shares sold.

What are the vesting terms of the Peloton (PTON) CFO’s RSU awards mentioned in the Form 4?

The RSUs vest in specified quarterly installments. Footnotes describe grants vesting 6.25% or 12.5% of total shares each quarter, starting on dates in 2023 or 2024, with full vesting scheduled between August 15, 2026 and February 15, 2028, contingent on continued service.