Cotter Jennifer Cunningham 4
4 · PELOTON INTERACTIVE, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Peloton (PTON) CCO Jennifer Cotter Sells Shares After RSU Vest
What Happened
Jennifer Cotter, Peloton's Chief Content Officer, had multiple RSU grants vest and converted those awards into a total of 279,929 shares on Feb 15, 2026 (reported as derivative exercises). Portions of the shares were used to satisfy tax withholding and she sold 125,432 shares in the open market on Feb 17, 2026 at a weighted average price of $4.15, generating proceeds of approximately $519,966. The filing’s footnotes state the sale was for the sole purpose of covering the tax liability related to RSU settlement.
Key Details
- Transaction types: conversion/settlement of RSUs (derivative code M) on 2026-02-15; open-market sale (S) on 2026-02-17.
- RSU conversion totals: 279,929 shares converted across multiple grants (individual conversion amounts listed in filing).
- Open-market sale: 125,432 shares sold at a weighted average price of $4.15; price range reported $4.0950–$4.2100; proceeds ≈ $519,966.
- Tax withholding: the filing shows shares withheld/disposed at $0 (derivative disposals) to cover tax obligations; footnote F2 confirms the sale was to cover tax liability.
- Vesting notes: several RSU grants had quarterly vesting schedules with some grants fully vesting Feb 15, 2026 (see footnotes F4–F9 for grant-by-grant schedules).
- Shares owned after transaction: not stated in the excerpt of the filing provided.
- Filing date: Feb 18, 2026 (appears timely relative to the reported transactions).
Context
- Code M here reflects settlement/conversion of RSUs (each RSU = right to one share per footnote F1). The sequence—vest/convert, shares withheld for taxes, and an open-market sale—is a common “sell-to-cover” pattern used to satisfy tax liabilities when RSUs vest.
- This was a sale (not a purchase). Such routine tax-related sales are common and do not necessarily indicate the insider’s view on the company’s prospects.
Insider Transaction Report
Form 4
Cotter Jennifer Cunningham
Chief Content Officer
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+9,216→ 109,485 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+14,816→ 124,301 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+61,814→ 186,115 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+29,751→ 215,866 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+45,000→ 260,866 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-15+119,332→ 380,198 total - Sale
Class A Common Stock
[F2][F3]2026-02-17$4.15/sh−125,432$519,966→ 254,766 total - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F4]2026-02-15−9,216→ 0 total→ Class A Common Stock (9,216 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F5]2026-02-15−14,816→ 59,266 total→ Class A Common Stock (14,816 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F6]2026-02-15−61,814→ 494,505 total→ Class A Common Stock (61,814 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F7]2026-02-15−29,751→ 59,501 total→ Class A Common Stock (29,751 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F8]2026-02-15−45,000→ 270,000 total→ Class A Common Stock (45,000 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F9]2026-02-15−119,332→ 238,663 total→ Class A Common Stock (119,332 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 $4.2100 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 Jennifer Cotter|2026-02-18