Peloton (NASDAQ: PTON) CEO Stern sells shares to cover RSU taxes

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Peloton Interactive President and CEO Peter C. Stern reported a mix of RSU vesting and share sales. On February 15, 2026, he acquired 59,714 shares of Class A Common Stock at $0 per share through the exercise and settlement of Restricted Stock Units. The same RSU grant continues to vest 6.25% on November 15, 2025 and then 6.25% quarterly until fully vested on August 15, 2029, subject to continued service. On February 17, 2026, he sold 31,461 shares of Class A Common Stock in open-market transactions at a weighted average price of $4.1389 per share, solely to cover tax liabilities from the RSU settlement. After these transactions, Stern directly holds 344,812 shares of Class A Common Stock and 835,988 RSUs.

Insights

CEO activity reflects routine equity vesting with tax-driven share sales.

The filing shows Peter C. Stern, Peloton’s President and CEO, exercising 59,714 Restricted Stock Units into Class A Common Stock on February 15, 2026 at a cost of $0 per share. This is standard for RSU settlements, where shares are issued as part of executive compensation.

Footnotes state the RSUs vest 6.25% on November 15, 2025 and 6.25% quarterly through August 15, 2029, contingent on continued service. This creates a multi-year equity incentive that ties Stern’s potential compensation to Peloton’s stock performance and his ongoing role.

On February 17, 2026, Stern sold 31,461 shares at a weighted average price of $4.1389 per share. The footnote clarifies the sale was solely to cover tax liabilities from the RSU settlement, which is typically viewed differently from discretionary open-market selling.

Insider Trade Summary

Net Seller: 31,461 shares ($130,214)

Net Sell 3 txns

Insider Stern Peter C

Role President and CEO

Sold 31,461 shs ($130K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	31,461	$4.1389	$130K
Exercise	Restricted Stock Unit (RSU)	59,714	$0.00	--
Exercise	Class A Common Stock	59,714	$0.00	--

Holdings After Transaction: Class A Common Stock — 344,812 shares (Direct); Restricted Stock Unit (RSU) — 835,988 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 sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.0950 to $4.2200 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 on November 15, 2025, then 6.25% of the total shares vest quarterly thereafter, with 100% of the total shares vested on August 15, 2029, 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 - 07:29 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^*

Stern Peter C

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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		59,714	A	⁽¹⁾	376,273	D
Class A Common Stock	02/17/2026		S⁽²⁾		31,461	D	$4.1389⁽³⁾	344,812	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			59,714	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	59,714	$0	835,988	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 $4.0950 to $4.2200 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 on November 15, 2025, then 6.25% of the total shares vest quarterly thereafter, with 100% of the total shares vested on August 15, 2029, 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 Peter C. Stern	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) CEO Peter C. Stern report on this Form 4?

Peter C. Stern reported exercising 59,714 Restricted Stock Units into Class A Common Stock and selling 31,461 shares. The sale was conducted in the open market at a weighted average price of $4.1389 per share, primarily to satisfy related tax obligations from the RSU settlement.

How many Peloton (PTON) shares did CEO Peter C. Stern sell, and at what price?

Peter C. Stern sold 31,461 shares of Peloton Class A Common Stock. The reported weighted average sale price was $4.1389 per share, with individual transactions occurring between $4.0950 and $4.2200 per share, as disclosed in the detailed pricing footnote.

Why did Peloton (PTON) CEO Peter C. Stern sell shares according to the Form 4?

The filing states the sale of 31,461 shares was solely to cover Peter C. Stern’s tax liability related to the settlement of Restricted Stock Units. This indicates the transaction was tax-driven rather than a discretionary reduction of his economic exposure to Peloton stock.

What RSU activity did Peloton (PTON) CEO Peter C. Stern report in this Form 4?

Peter C. Stern reported the exercise and settlement of 59,714 Restricted Stock Units into an equivalent number of Class A Common Stock shares at $0 per share. Each RSU represents a contingent right to receive one share of Peloton’s Class A Common Stock upon vesting and settlement.

What is the vesting schedule for Peter C. Stern’s Peloton (PTON) RSUs mentioned in the filing?

The RSUs vest 6.25% of the total shares on November 15, 2025, then 6.25% quarterly thereafter. Full vesting occurs on August 15, 2029, provided Peter C. Stern continues providing service to Peloton on each scheduled vesting date.

How many Peloton (PTON) shares and RSUs does CEO Peter C. Stern hold after these transactions?

After the reported transactions, Peter C. Stern directly owns 344,812 shares of Peloton Class A Common Stock. He also holds 835,988 Restricted Stock Units, which represent rights to receive additional shares as they vest over the specified schedule.