Stern Peter C 4

What Happened

• Peter C. Stern, President, CEO and a director of Peloton (PTON), had 59,714 Restricted Stock Units (RSUs) convert to 59,714 shares on Feb 15, 2026. The filing shows those shares were recorded as disposed (zero proceeds) in connection with the RSU settlement (share withholding).
• On Feb 17, 2026, Stern sold 31,461 shares in open-market transactions at a weighted average price of $4.14, generating proceeds of about $130,214. The filing notes the sale was to cover the tax liability arising from the RSU settlement.

Key Details

• Transaction dates: Feb 15, 2026 (RSU conversion/withholding); Feb 17, 2026 (open-market sale).
• Sale details: 31,461 shares sold at a weighted average price of $4.14; total reported proceeds $130,214. Reported sale prices ranged from $4.0950 to $4.2200 per share.
• RSU conversion: 59,714 RSUs converted to shares on Feb 15; 59,714 shares were reported as disposed at $0 (share withholding/tax settlement).
• Reason given: Footnote states the sale was solely to cover the Reporting Person’s tax liability from the RSU settlement.
• Vesting schedule: RSUs vest 6.25% on Nov 15, 2025, then 6.25% quarterly thereafter, fully vested Aug 15, 2029, subject to continued service.
• Shares owned after transaction: Not specified in the excerpt provided.
• Filing date: Form 4 filed Feb 18, 2026 for transactions occurring Feb 15–17, 2026. The filing itself does not indicate a late-file designation in the provided excerpt.

Context

• These transactions reflect RSU settlement and related tax-motivated selling rather than an outright market-timing purchase or sale for investment reasons. Converting RSUs and selling shares to satisfy tax withholding is routine for executives and does not necessarily signal a view on the company’s stock.
• For clarity: RSUs are a contingent right to receive one share each upon vesting/settlement; the “M” code reflects conversion/exercise of a derivative (RSU conversion), and the “S” code is an open-market sale.