PELOTON INTERACTIVE, INC.

For the period ended Dec 9, 2025. Filed Oct 24, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 9, 2025 · Filed Oct 24, 2025

PTON$5.61-0.9%Stored close · as of Nov 6, 2026

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PROXY SUMMARY

PELOTON INTERACTIVE, INC. PROXY SUMMARY

MEETING INFORMATION Your vote is important. Please submit your proxy as soon as possible (see “Voting Instructions; Voting of Proxies” on page 8 for voting instructions).
RECORD DATE	MEETING DATE	MEETING TIME	VIRTUAL MEETING ONLY
October 15, 2025	Tuesday, December 9, 2025	11:00 a.m. (Eastern Time)	www.virtualshareholdermeeting.com/PTON2025 using your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card

VOTING METHODS

You may vote in advance of the virtual meeting using one of these voting methods:

VIA THE INTERNET www.proxyvote.com

CALL TOLL FREE Follow instructions shown on proxy card

MAIL SIGNED PROXY CARD If you received paper materials, mail to: Vote Processing, c/o Broadridge Financial Solutions, Inc. 51 Mercedes Way, Edgewood, New York 11717

VOTING AGENDA / VOTING MATTERS

PROPOSAL · BOARD RECOMMENDATION · PAGE REFERENCE
PROPOSAL 1	The election of the Class III directors named in this Proxy Statement	For	21
PROPOSAL 2	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026	For	31

WHO WE ARE

Peloton is a leading global fitness and wellness company that empowers its Members to live fit, strong, long, and happy by providing fitness and wellness products and services they can use anytime, anywhere. We have a highly engaged community of approximately 6 million Members as of June 30, 2025, across the United States, United Kingdom, Canada, Germany, Australia, and Austria. As a category innovator at the nexus of fitness and wellness, technology, and media, we deliver experiences through our world-renowned Instructors, premium hardware and innovative software, personalization, and extensive modalities and content formats. Founded in 2012 and headquartered in New York City, Peloton aims to scale across the markets in which it operates.

2025 PROXY STATEMENT

BOARD DIRECTORS AND NOMINEES

2025 PROXY STATEMENT

GOVERNANCE AND BOARD HIGHLIGHTS

We are committed to good corporate governance, which strengthens the accountability of our board of directors (the “Board”) and promotes the long-term interests of our stockholders. The list below highlights our independent board oversight and leadership practices, as discussed further in this Proxy Statement.

INDEPENDENT BOARD AND LEADERSHIP PRACTICES • Majority of directors are independent (6 out of 7 current directors) • Independent Chairperson of the Board with well-defined rights and responsibilities • All Board committees are composed solely of independent directors • The Board regularly considers refreshment, with more than half of our current directors having joined since 2022 • Comprehensive risk oversight practices, including related to cybersecurity, data privacy, safety, legal and regulatory matters, compensation, and other critical evolving areas • Our Nominating, Governance and Corporate Responsibility Committee oversees our programs relating to corporate responsibility and sustainability and related risks • Independent directors hold regular executive sessions • Directors maintain open communication and strong working relationships among themselves and have regular access to management • Directors conduct a robust annual self-assessment process for the Board, Board committees, and individual directors • The Board is subject to a related party transactions policy for any direct or indirect involvement of a director or his or her family members or affiliated entities in the Company’s business activities

COMPENSATION PHILOSOPHY AND HIGHLIGHTS

In designing our executive compensation program, we strive to balance the goals of attracting, motivating, rewarding, and retaining our executive officers—including our named executive officers—with the goal of promoting our stockholders’ interests. Our executive compensation policies and practices are intended to support both our short-term and long-term goals and include the following key features:

•	an independent Compensation Committee;

•	an independent compensation consultant that provides analysis and advice to the Compensation Committee;

•	annual review of executive compensation;

•	a compensation structure weighted toward at-risk, performance-based pay;

•	in most cases, multi-year vesting requirements;

•	a pay-for-performance philosophy incorporating performance stock units (“PSUs”);

•	stock ownership guidelines for executive officers and directors;

•	a compensation recovery (“clawback”) policy; and

•	“double-trigger” change-in-control protections.

2025 PROXY STATEMENT

For our fiscal year ended June 30, 2025 (“Fiscal 2025”), we structured executive compensation around two principal elements: base salary and long-term equity incentive opportunities.

FISCAL 2025 COMPENSATIONELEMENT	DESCRIPTION	ELEMENT OBJECTIVES
BASE SALARY	Fixed cash compensation based on executive officer’s role, responsibilities, competitive market positioning, and individual performance	• Attract and retain key executive talent • Drive top-tier performance through individual contributions
LONG-TERM INCENTIVE COMPENSATION	Long-term equity awards granted in the form of restricted stock unit (“RSU”) awards, PSU awards, and in limited circumstances, time-based options to acquire shares of our Class A common stock	• Attract and retain key executive talent • Drive top-tier performance through long-term individual contributions and focus on sustained success aligned with stockholder interests • Encourage achievement linked to key financial metrics

Our primary objective is to align the interests of executive officers with those of our stockholders and to link pay to performance. To that end, a substantial portion of the total direct compensation awarded to our named executive officers for Fiscal 2025 was contingent (rather than fixed), with the ultimate value dependent on the Company’s actual performance. We believe the use of equity awards effectively aligns executive compensation with stockholder value creation.

FISCAL YEAR 2026 COMPENSATION

Building on our decision to transition our long-term incentive compensation component mix to include both RSU and PSU awards in Fiscal 2025, the Compensation Committee approved a comprehensive redesign of our executive compensation program for Fiscal 2026. These changes apply to members of our leadership team and are intended to further strengthen ourpay-for-performance philosophy and better align certain key components of the program with prevailing market practices among our compensation peer group. Certain leadership team members who joined the Company in Fiscal 2025 already have compensation packages that were designed in accordance with the new program.

Key changes include:

•	a reduction in base salary;

•	the introduction of an annual cash bonus opportunity tied to the achievement of performance goals;

•	an increased percentage of long-term incentive compensation delivered in PSUs; and

•	the adoption of stock ownership guidelines for executive officers and directors.

Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement, beginning on page 39 below, for a full description of our executive compensation philosophy, policies, and practices.

2025 PROXY STATEMENT

PELOTON INTERACTIVE, INC. PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

October 24, 2025

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.