Form 4: Peloton Director Jay C. Hoag Reports Vesting and Conversion of Restricted Stock Units

Peloton Interactive, Inc. Director Jay C. Hoag reported the vesting and conversion of Restricted Stock Units into Class A Common Stock on two separate dates in March and June 2025, with the filing noting an inadvertent administrative oversight for the late submission.

Summary

• Peloton Interactive, Inc. Director Jay C. Hoag reported the vesting and acquisition of 6,349 shares of Class A Common Stock on March 3, 2025, from Restricted Stock Units (RSUs).
• An additional 6,349 shares of Class A Common Stock vested and were acquired on June 3, 2025, also from RSUs.
• Each RSU represents a contingent right to receive one share of Class A common stock upon settlement for no consideration.
• Following the March 3, 2025 transaction, Jay C. Hoag directly beneficially owned 110,428 shares of Class A Common Stock.
• Following the June 3, 2025 transaction, Jay C. Hoag directly beneficially owned 116,777 shares of Class A Common Stock.
• Remaining direct beneficial ownership of RSUs was 19,047 after the March 3, 2025 transaction and 12,698 after the June 3, 2025 transaction.
• The RSUs vest as to 25% of the total shares quarterly on March 3, 2025, June 3, 2025, and September 3, 2025, with the final 25% vesting on the earlier of December 3, 2025, or the 2025 annual stockholders meeting, subject to continued service.
• Jay C. Hoag also has indirect beneficial ownership of a significant number of Class A Common Stock shares through various TCV entities, including TCV IX, L.P. (2,602,444 shares), TCV IX (A) Opportunities, L.P. (734,319 shares), TCV IX (B), L.P. (138,996 shares), TCV Member Fund, L.P. (200,654 shares), TCV X, L.P. (1,878,926 shares), TCV X (A) Blocker, L.P. (465,945 shares), TCV X (B), L.P. (91,608 shares), and TCV X Member Fund, L.P. (105,147 shares).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly negative. The core event (RSU vesting) is routine and expected, but the late filing due to an administrative oversight introduces a minor negative compliance aspect.

Negatives

• The filing for both the March 3, 2025, and June 3, 2025, transactions was late due to an inadvertent administrative oversight.

Risks

• The late filing of the Form 4 indicates a minor administrative compliance oversight, which could potentially lead to scrutiny from regulatory bodies, though typically minor for isolated incidents.

Future Outlook

The remaining Restricted Stock Units are scheduled to vest quarterly, with 25% vesting on September 3, 2025, and the final 25% vesting on the earlier of December 3, 2025, or the 2025 annual stockholders meeting, contingent on continued service.

Management Comments

• The late filing is due to an inadvertent administrative oversight.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, specifically the vesting of equity compensation. It does not provide broader industry context or trends for the fitness technology sector.

Related Party Transactions

• Jay C. Hoag disclaims beneficial ownership of shares held indirectly through various TCV entities (TCV IX, L.P., TCV IX (A) Opportunities, L.P., TCV IX (B), L.P., TCV Member Fund, L.P., TCV X, L.P., TCV X (A) Blocker, L.P., TCV X (B), L.P., TCV X Member Fund, L.P.) except to the extent of his pecuniary interest therein. He is involved with the management entities of these funds (Technology Crossover Management IX, Ltd., Technology Crossover Management IX, L.P., Technology Crossover Management X, Ltd., Technology Crossover Management X, L.P.) as a Class A Director and/or Class A Member and/or limited partner.

Stakeholder Impact

• Shareholders: Provides transparency regarding a director's equity compensation and holdings, which is standard for corporate governance. The late filing is a minor administrative issue but does not indicate a material impact on shareholder value.
• Employees: No direct impact mentioned.

Next Steps

• The next scheduled vesting of Restricted Stock Units is on September 3, 2025, for 25% of the total shares.
• The final 25% of the Restricted Stock Units are scheduled to vest on the earlier of December 3, 2025, or the 2025 annual stockholders meeting.

Key Dates

Keywords

Peloton, PTON, Form 4, Insider Transaction, Restricted Stock Units, RSU, Beneficial Ownership, Director, Jay C. Hoag, Equity Compensation, Vesting