Peloton (NASDAQ: PTON) COO sells shares to cover RSU tax bill

Rhea-AI Filing Summary

Peloton Interactive’s Chief Operating Officer, Charles Peter Kirol, reported several equity transactions. He exercised 17,225 Restricted Stock Units (RSUs), each converting into one share of Class A common stock at a price of $0.00 per share, increasing his direct stock holdings.

On a separate date, he executed an open‑market sale of 6,419 Class A shares at a weighted‑average price of $4.1361 per share. A footnote states the sale was solely to cover tax liabilities from the RSU settlement. The RSU award is scheduled to vest 6.25% on November 15, 2025 and 6.25% quarterly thereafter until fully vested on August 15, 2029, contingent on continued service.

Insider Trade Summary

Net Seller: 6,419 shares ($26,550)

Net Sell 3 txns

Insider Kirol Charles Peter

Role Chief Operating Officer

Sold 6,419 shs ($27K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	6,419	$4.1361	$27K
Exercise	Restricted Stock Unit (RSU)	17,225	$0.00	--
Exercise	Class A Common Stock	17,225	$0.00	--

Holdings After Transaction: Class A Common Stock — 88,408 shares (Direct); Restricted Stock Unit (RSU) — 241,142 shares (Direct)

Footnotes (1)

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 $4.2350 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 →

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^*

Kirol Charles Peter

(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 Operating 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/15/2026		M		17,225	A	(1)	94,827	D
Class A Common Stock	02/17/2026		S(2)		6,419	D	$4.1361(3)	88,408	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)	02/15/2026		M			17,225	(4)	(4)	Class A Common Stock	17,225	$0	241,142	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 $4.2350 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 Charles P. Kirol	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.

FAQ

What insider transactions did Peloton (PTON) disclose for its COO?

Peloton disclosed that COO Charles Peter Kirol exercised 17,225 RSUs into Class A common shares, then sold 6,419 shares. The sale was described as solely to cover tax liabilities related to the RSU settlement, rather than a discretionary reduction of his overall stake.

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

The COO sold 6,419 shares of Peloton Class A common stock at a weighted‑average price of $4.1361 per share. A footnote notes these sales occurred in multiple trades between $4.0950 and $4.2350, with details available upon request from the company or regulators.

Why did Peloton’s COO sell shares according to the Form 4 filing?

The filing states the COO’s share sale was solely to cover tax liabilities from the settlement of RSUs. This means the transaction was tied to withholding obligations triggered when restricted stock units converted into shares, rather than being framed as an independent portfolio decision.

What RSU activity did Peloton (PTON) report for its COO?

Peloton reported that its COO exercised 17,225 Restricted Stock Units, each converting into one share of Class A common stock at $0.00 per share. This increased his direct share ownership and reflects equity compensation vesting rather than an open‑market stock purchase.

What is the vesting schedule for the COO’s Peloton RSUs?

The RSUs vest 6.25% of the total shares on November 15, 2025, then 6.25% quarterly, reaching full vesting on August 15, 2029. Vesting remains contingent on the COO’s continued service to Peloton on each scheduled vesting date throughout the period.

How many Peloton shares does the COO hold after these transactions?

After the reported RSU exercise and subsequent sale, one transaction line shows the COO directly holding 94,827 shares of Class A common stock. Another line indicates 241,142 RSUs following the derivative transaction, reflecting his ongoing equity‑based compensation position.