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): August 30, 2021

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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: (917) 671-9198

125 West 25th Street, 11th Floor, New York, New York 10001

(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 (see General Instructions A.2. below):

☐    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 8.01    Other Events.

John Foley, Chief Executive Officer, Co-Founder and Chairman of the Board of Directors of Peloton Interactive, Inc. (the "Company"), notified the Company that, on August 30, 2021, he terminated the trading plan that he entered into on September 16, 2020, in accordance with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the "Plan"). The Plan, which was designed for Mr. Foley to sell a limited amount of the Company's shares for personal financial management purposes, provided for the sale of shares of the Company's Class A common stock, $0.000025 par value per share, and was scheduled to end no later than October 31, 2022.

On September 22, 2020, the Company publicly disclosed that Mr. Foley had entered into the Plan, in accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, as well as the Company's insider trading policies regarding stock transactions. Transactions under the Plan were disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.

Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers, nor to report modifications or terminations of the Plan or the 10b5-1 plan of any other individual.

SIGNATURES

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