Form 4: Peloton CFO sells 238,014 shares via 10b5-1 plan

On Nov. 17, 2025, Peloton CFO Elizabeth F. Coddington sold 238,014 shares at a $7.1824 average after RSU conversions, under a pre-set Rule 10b5-1 plan.

Summary

• On Nov 15, 2025, 238,014 RSUs converted into Class A Common Stock in three tranches: 50,000; 68,682; and 119,332 shares.
• On Nov 17, 2025, 238,014 shares were sold at a weighted average price of $7.1824 per share (range: $7.08–$7.33) under a Rule 10b5-1 plan adopted on May 16, 2025.
• Direct beneficial ownership after the transactions: 346,535 Class A shares.
• Unvested RSUs remaining after conversions: 350,000; 618,132; and 357,995 units (total 1,326,127).
• RSU vesting schedules: 6.25% quarterly beginning Nov 15, 2023 (fully vested by Aug 15, 2027); 6.25% quarterly beginning May 15, 2024 (fully vested by Feb 15, 2028); 12.5% quarterly beginning Nov 15, 2024 (fully vested by Aug 15, 2026); all subject to continued service.
• Form signed by attorney-in-fact on Nov 18, 2025.

Sentiment

Score: 5

Explanation: Neutral: routine, pre-planned insider sale tied to RSU vesting; substantial remaining ownership and unvested awards.

Positives

• Sales executed under a pre-arranged Rule 10b5-1 trading plan, indicating a pre-scheduled, non-discretionary process.
• CFO retains a sizable ownership position: 346,535 directly held Class A shares after the transactions.
• Significant remaining unvested RSUs (1,326,127 total) align incentives through 2026–2028.

Negatives

• All 238,014 shares received from RSU conversions on Nov 15, 2025 were sold on Nov 17, 2025.
• Insider transaction involves the Chief Financial Officer.

Risks

• Future RSU vesting is contingent on continued service; unvested units will not vest if service ends before the respective vesting dates.

Future Outlook

Quarterly RSU vesting is scheduled to continue through Aug 15, 2026; Aug 15, 2027; and Feb 15, 2028, contingent on continued service. No financial guidance or operating outlook is provided.

Management Comments

• Sales were effected pursuant to a Rule 10b5-1 trading plan adopted on May 16, 2025.
• Each RSU represents a contingent right to receive one share of Class A Common Stock.
• RSUs vest 6.25% quarterly beginning Nov 15, 2023, fully vested by Aug 15, 2027, subject to continued service.
• RSUs vest 6.25% quarterly beginning May 15, 2024, fully vested by Feb 15, 2028, subject to continued service.
• RSUs vest 12.5% quarterly beginning Nov 15, 2024, fully vested by Aug 15, 2026, subject to continued service.

Industry Context

Insider sales timed to RSU vesting and executed under Rule 10b5-1 plans are common across consumer hardware and tech sectors, helping executives diversify while reducing information asymmetry concerns.

Comparison to Industry Standards

• The use of a Rule 10b5-1 plan for scheduled sales is consistent with best practices seen at large-cap peers in consumer and tech (e.g., Apple, Meta, Lululemon), where executives typically sell soon after quarterly vesting.
• Selling only the newly vested shares while retaining a core stake and substantial unvested RSUs aligns with common executive compensation and risk management practices.
• The disclosure of weighted-average pricing with a commitment to furnish detailed trade data upon request is standard and consistent with SEC guidance.

Stakeholder Impact

• No dilution or capital impact; shares were sold by an insider in the open market.
• Executive retains a meaningful equity stake and unvested RSUs, maintaining alignment with shareholder interests.

Next Steps

• Quarterly RSU vesting to continue per schedules through Aug 15, 2026; Aug 15, 2027; and Feb 15, 2028, subject to continued service.

Key Dates

Keywords

Peloton, PTON, Form 4, insider selling, Rule 10b5-1 trading plan, RSU vesting, Elizabeth Coddington, CFO, Class A Common Stock, beneficial ownership, weighted average price