Sanders Dion C. 4
4 · PELOTON INTERACTIVE, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Peloton (PTON) CCO Dion C. Sanders Sells 88,242 Shares
What Happened
- Dion C. Sanders, Chief Commercial Officer of Peloton Interactive (PTON), had multiple Restricted Stock Units (RSUs) convert into common shares on Feb 15, 2026 (total 235,086 shares). On Feb 17, 2026 he sold 88,242 shares in open-market transactions at a weighted average price of $4.14 per share, generating proceeds of $365,040. The conversion/settlement of the RSUs is reported as derivative exercises on Feb 15.
Key Details
- Transaction dates: RSU conversion/exercise on 2026-02-15; open-market sale on 2026-02-17.
- Sale price: weighted average $4.14; individual sale prices ranged $4.0950–$4.2150 per share.
- Proceeds from sale: $365,040.
- Shares from RSU settlement: 235,086 acquired on 2/15/2026.
- Approximate shares retained from this settlement after the sale: 235,086 − 88,242 = 146,844 shares (this reflects only the net from this settlement; total Peloton holdings not shown).
- Notable footnotes:
- F1: Each RSU equals a contingent right to one share.
- F2: The open-market sale was "for the sole purpose of covering the Reporting Person's tax liability" on the RSU settlement (sell-to-cover).
- F3: Reported sale price is a weighted average; shares sold at prices within the $4.0950–$4.2150 range.
- F4–F9: Different RSU grants have different vesting schedules; at least one grant fully vested on 2/15/2026 per the filing.
- Filing date: Form 4 filed 2026-02-18 (reporting period 2026-02-15).
Context
- These were RSU settlements (derivative-to-share conversions) followed by a sell-to-cover tax withholding. For retail investors, sales to cover taxes after vesting are routine and do not necessarily signal management sentiment. The filing shows an RSU conversion (M code) and an open-market sale (S code); the conversion and partial sale are common when restricted awards vest.
Insider Transaction Report
Form 4
Sanders Dion C.
Chief Commercial Officer
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+5,990→ 5,990 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+17,151→ 23,141 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+54,946→ 78,087 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+12,584→ 90,671 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+40,000→ 130,671 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+104,415→ 235,086 total - Sale
Class A Common Stock
[F2][F3]2026-02-17$4.14/sh−88,242$365,040→ 146,844 total - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F4]2026-02-15−5,990→ 0 total→ Class A Common Stock (5,990 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F5]2026-02-15−17,151→ 68,603 total→ Class A Common Stock (17,151 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F6]2026-02-15−54,946→ 439,560 total→ Class A Common Stock (54,946 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F7]2026-02-15−12,584→ 25,168 total→ Class A Common Stock (12,584 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F8]2026-02-15−40,000→ 240,000 total→ Class A Common Stock (40,000 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F9]2026-02-15−104,415→ 208,831 total→ Class A Common Stock (104,415 underlying)
Footnotes (9)
- [F1]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- [F2]The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.
- [F3]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 $4.2150 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.
- [F4]The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2022, with 100% of the total shares vested on February 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F5]The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2023, with 100% of the total shares vested on February 15, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F6]The RSUs vest as to 6.25% of the total shares quarterly, commencing May 15, 2024, with 100% of the total shares vested on February 15, 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F7]The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2022, with 100% of the total shares vested on August 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F8]The RSUs vest as to 6.25% of the total shares quarterly, commencing November 15, 2023, with 100% of the total shares vested on August 15, 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F9]The RSUs vest as to 12.50% of the total shares quarterly, commencing November 15, 2024, with 100% of the total shares vested on August 15, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
Signature
/s/ Tammy Albarran as attorney-in-fact for Dion C. Sanders|2026-02-18