Caldwell Nick V. 4

What Happened

• Nick V. Caldwell, Chief Product Officer at Peloton (PTON), had 119,331 restricted stock units (RSUs) convert to common shares on May 15, 2026.
• To cover the tax withholding on the RSU settlement, 64,192 shares were surrendered at $5.29 per share, totaling $339,576. After withholding, Caldwell received a net 55,139 shares (119,331 total vested − 64,192 withheld).
• This was not a market purchase or sale for investment; it was a routine RSU vesting and tax-withholding event.

Key Details

• Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (timely — filed within the 2 business‑day window).
• RSUs converted: 119,331 shares. Shares withheld for taxes: 64,192 at $5.29 each = $339,576. Net shares delivered: 55,139.
• Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = shares withheld for tax payment.
• Footnotes: F1 — each RSU = right to one Class A share; F2 — shares withheld to cover tax liability on the RSUs that vested May 15, 2026; F3 — vesting schedule: 12.5% quarterly starting Nov 15, 2024, with full vesting scheduled Aug 15, 2026, subject to continued service.
• Shares owned after the transaction are not specified in the provided filing.

Context

• This is a routine equity compensation settlement (RSU vesting) with a portion withheld for taxes — common for executives and not a direct market buy/sell signal.
• The reporting shows conversion of RSUs (no cash exercise price required) and tax withholding rather than an open‑market sale.