8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2023

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Peloton Interactive, Inc.

(Exact name of Registrant as Specified in Its Charter)

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Registrant’s Telephone Number, Including Area Code: (929) 567-0006

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2023, Peloton Interactive, Inc. (the “Company”) announced that Nick Caldwell will become the Chief Product Officer of the Company, to succeed Tom Cortese in connection with the Company’s and Mr. Cortese’s mutual decision that Mr. Cortese would step down from such role as of November 1, 2023.

On November 1, 2023, Mr. Cortese will transition to a non-executive officer advisory role at the Company. In accordance with Item 5.02 of Form 8-K, the Company will amend this Current Report on Form 8-K within four business days after the terms of Mr. Cortese's transition plan have been finalized.

The circumstances giving rise to Mr. Cortese’s change in role is not the result of any disagreement with the Company on any subject, including its operations, policies or practices.

Item 7.01. Regulation FD Disclosure.

On September 26, 2023, the Company issued a press release announcing the appointment of Mr. Caldwell as Chief Product Officer of the Company and Mr. Cortese’s change in role, effective November 1, 2023. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information contained or incorporated in this Item 7.01, including Exhibit 99.1, is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

PELOTON APPOINTS NICK CALDWELL AS CHIEF PRODUCT OFFICER

Succeeding Peloton Co-Founder Tom Cortese, Technology Executive Joins Company’s Lead Team

NEW YORK, Sept. 26, 2023 – Today Peloton (NASDAQ: PTON) announced the appointment of Nick Caldwell as Chief Product Officer (CPO), effective November 1, 2023. A Silicon Valley veteran with more than 20 years of global leadership experience, Caldwell joins the team with a proven track record of building and scaling products and services that excite customers, drive business growth, and deliver impact. Caldwell succeeds Peloton Co-Founder, Tom Cortese, and will report to CEO Barry McCarthy, leading global product development.

"I want to thank Tom for his tireless dedication since launching Peloton nearly 12 years ago as a Co-Founder of the business. We simply wouldn’t be here today without his contributions,” said McCarthy. “Today, I’m pleased to welcome Nick Caldwell as our new Chief Product Officer. Nick brings impressive engineering, design, and product experience to the Peloton team. Nick joins us at an exciting time as we lean into growing our subscriber base online and on our connected fitness hardware.”

As Co-Founder and Chief Product Officer, Cortese helped push Peloton into new areas of fitness and innovation. As of November 1, 2023, Cortese will move into an advisory role with the company, continuing to support its vision and growth.

“After nearly 12 years of pouring myself into Peloton and serving our Members, I have decided it is time to move on and create space for new perspectives,” said Tom Cortese, Peloton Co-Founder and Chief Product Officer. “I’m eager for new growth for Peloton and for me personally, but I’m also excited to support and watch this next phase of Peloton’s evolution. I could not be more proud of what we have accomplished, together.”

About Peloton:

Peloton (NASDAQ: PTON) provides Members with expert instruction, and world class content to create impactful and entertaining workout experiences for anyone, anywhere and at any stage in their fitness journey. At home, outdoors, traveling, or at the gym, Peloton brings together immersive classes, cutting-edge technology and hardware, and the Peloton App with multiple tiers to personalize the Peloton experience [with or without equipment]. Founded in 2012 and headquartered in New York City, Peloton has nearly 7 Million Members across the US, UK, Canada, Germany, and Australia. For more information, visit www.onepeloton.com.

PRESS CONTACT:

Ben Boyd

press@onepeloton.com