PELOTON INTERACTIVE, INC. (0001639825) (Filer)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

PELOTON INTERACTIVE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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PELOTON INTERACTIVE, INC.

By Order of the Board of Directors,

TAMMY ALBARRÁN

Chief Legal Officer and Corporate Secretary

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PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this proxy statement, other than statements of historical fact, including, without limitation, statements regarding the execution and timing of, and the expected benefits from our restructuring initiatives and cost-saving measures, the cost savings and other efficiencies of expanding relationships with our third-party partners, details regarding and the timing of the launch of new products and services, our initiatives with retailer partners and our efforts to optimize our retail showroom footprint, the prices of our products and services, our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions.

We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, assumptions, and other important factors that could cause actual results to differ materially from those stated, including, but not limited to: our ability to successfully execute our business strategy, including our commercial strategy; our ability to achieve and maintain future profitability and positive free cash flow; our ability to attract and maintain subscribers and subscriptions (“Subscriptions”), including from channels such as secondary marketplaces over which we have limited control; our ability to accurately forecast consumer demand for our products and services and adequately manage our inventory; our ability to achieve the expected benefits of our restructuring initiatives and other cost-saving measures, including our 2025 restructuring plan, which has been substantially implemented; our ability to effectively manage our growth and costs; our ability to anticipate consumer preferences and successfully develop and offer new products and services in a timely manner, and effectively manage the introduction of new or enhanced products and services; demand for our products and services, including any declines in sales of our Connected Fitness Products, and growth of the connected fitness and wellness markets; our ability to maintain the value and reputation of the Peloton and Precor brands; disruptions or failures of our information technology systems, or websites, or those of third parties on whom we rely; our reliance on, and lack of control over, a limited number of suppliers, contract manufacturers, and logistics partners for our Connected Fitness Products; our ability to predict our long-term performance and changes to our revenue as our business matures; the effects of increased competition in our markets and our ability to compete effectively; our dependence on third-party licenses for use of music in our content; actual or perceived defects in, or safety of, our products, including any impact of product recalls, including our Original Series Bike and Bike+ seat post recalls, quality improvement or similar programs, or legal or regulatory claims, proceedings, or investigations involving our products; increases in component costs, long lead times, supply shortages, or other supply chain disruptions; accidents, safety incidents, or workforce disruptions; seasonality or other fluctuations in our annual or quarterly results; our ability to generate class content; risks related to acquisitions or dispositions and our ability to successfully operate and further integrate any such acquired companies into our operations and control environment, including our Commercial Business Unit; risks related to expansion into international markets, including political and economic instability of foreign markets; risks related to payment processing, cybersecurity, or data privacy; risks related to artificial intelligence (“AI”) and our integration of AI into our products, services, and business operations, including risks related to flawed algorithms, intellectual

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property infringement, data privacy, and evolving regulatory requirements; risks related to our Peloton Apps and their ability to work with a range of mobile and streaming technologies, systems, networks, and standards; our ability to effectively price and market our Connected Fitness Products and subscriptions; any inaccuracies in, or failure to achieve, operational and business metrics, or forecasts; our ability to maintain effective internal control over financial reporting and our financial and management systems; impacts from warranty claims or product returns; our ability to maintain, protect, and enhance our intellectual property; our ability to comply with laws and regulations that currently apply or become applicable to our business, both in the United States and internationally; risks related to changes in global trade policies, including our ability to mitigate the effects of tariffs and other non-tariff restrictions, such as taxes, quotas, local content rules, customs detentions, and other protectionist measures; our reliance on third parties for computing, storage, processing, and similar services, as well as delivery and installation of our products; our ability to attract and retain highly skilled personnel, including key members of senior management, and maintain our culture; the impact of macroeconomic conditions, including inflation, changes in consumer spending, recession, and rising interest rates, on demand for our products and services; risks related to pending or future litigation, government investigations, and regulatory proceedings, including securities litigation, patent litigation, and product liability matters; risks related to our common stock and indebtedness; and other risk factors identified in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated in our subsequent filings with the SEC, which are available on the Investor Relations page of our website at https://investor.onepeloton.com and on the SEC website at www.sec.gov.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this proxy statement and in our other SEC filings may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Our forward-looking statements speak only as of the date of this proxy statement, and we undertake no obligation to update any of these forward-looking statements for any reason after the date of this proxy statement or to conform these statements to actual results or revised expectations, except as required by law. You should not place undue reliance on forward-looking statements.

You should read this proxy statement and our other SEC filings with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

In this proxy statement, the words “we,” “us,” “our,” the “Company,” and “Peloton” refer to Peloton Interactive, Inc. and its wholly owned subsidiaries, unless the context requires otherwise.

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VOTING METHODS

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

VOTING AGENDA / VOTING MATTERS

WHO WE ARE

Peloton is a leading global fitness and wellness company that empowers people to live fit, strong, long, and happy by bringing integrated fitness and wellness experiences to Members anytime, anywhere. Founded in 2012 and headquartered in New York City, we offer a breadth of fitness and wellness solutions to consumers worldwide, including our highly engaged community of approximately 5.5 million Members as of June 30, 2026, across the United States, United Kingdom, Canada, Germany, Australia, and Austria, and Commercial Business Unit customers in over 60 countries. As a category innovator at the nexus of fitness, wellness, technology, and media, we deliver integrated experiences through our world-renowned Instructors, premium hardware and innovative software, personalization, extensive modalities, and an expansive content library.

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BOARD DIRECTORS AND NOMINEE

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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.

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:

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For our fiscal year ended June 30, 2026 (“Fiscal 2026”), we structured executive compensation around three principal elements: base salary, annual cash bonus, and long-term equity incentive opportunities.

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 2026 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 2027 COMPENSATION

Building on the comprehensive redesign of our executive compensation program implemented in Fiscal 2026, the Compensation Committee maintained our pay-for-performance framework for Fiscal 2027. These arrangements apply to members of our leadership team and are intended to continue to further strengthen our pay-for-performance philosophy and better align certain key components of the compensation program with prevailing market practices among our compensation peer group. As of Fiscal 2027, all leadership team members have compensation packages designed in accordance with this structure.

Key elements of this program include:

Please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement, beginning on page 41 below, for a full description of our executive compensation philosophy, policies, and practices.

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PELOTON INTERACTIVE, INC.

441 Ninth Avenue, Sixth Floor

New York, New York 10001

October 23, 2026

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Peloton Interactive, Inc. for use at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually at www.virtualshareholdermeeting.com/PTON2026 on Tuesday, December 8, 2026, at 11:00 a.m. Eastern Time, and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials, this Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about October 23, 2026. Our Annual Report for the fiscal year ended June 30, 2026, is available together with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials. In this Proxy Statement, we refer to Peloton Interactive, Inc. as “Peloton,” the “Company,” “we,” “our,” or “us.” References to our website in this Proxy Statement are not intended to function as hyperlinks, and the information contained on our website is not incorporated by reference into this Proxy Statement.

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. As a result, most stockholders will not receive paper copies of our proxy materials. Instead, we will send a Notice of Internet Availability of Proxy Materials containing instructions for accessing the proxy materials, including this Proxy Statement and our Annual Report, and for voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may request paper copies of the proxy materials, free of charge, if they prefer. We believe this approach makes the proxy distribution process more efficient and cost-effective and helps conserve natural resources.

GENERAL INFORMATION ABOUT THE MEETING

PURPOSE OF THE ANNUAL MEETING

You are receiving this Proxy Statement because our Board is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement provides the information required by SEC rules and regulations and is designed to assist you in making informed voting decisions.

RECORD DATE; QUORUM

Only holders of record of our Class A common stock and Class B common stock at the close of business on October 14, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 429,767,889 shares of Class A common stock and 15,836,474 shares of Class B common stock outstanding and entitled to vote. As of the Record Date, our current directors, executive officers, and their respective affiliates beneficially owned and were entitled to vote 2,075,984 shares of Class A common stock and zero shares of Class B common stock, representing approximately 0.3%¹ of the total voting power of the shares of our Class A common stock and Class B common stock outstanding on such

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date. The holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock outstanding and entitled to vote at the Annual Meeting, present virtually or represented by proxy, shall constitute a quorum for the transaction of business. In order to hold the Annual Meeting and conduct business, a quorum must be present. If a quorum is not present, the chairperson of the meeting may adjourn the meeting. Your shares will be counted as present if you attend the Annual Meeting or have properly submitted a proxy prior to the meeting.

VOTING RIGHTS; REQUIRED VOTE

In deciding all matters at the Annual Meeting, as of the Record Date, each share of Class A common stock represents one vote, and each share of Class B common stock represents 20 votes. We do not have cumulative voting rights for the election of directors. You may vote all shares you owned as of the Record Date, including (i) shares held directly in your name as the stockholder of record, and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote in advance of the Annual Meeting by telephone, through the Internet or, if you request or receive paper proxy materials, by completing and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank, or other nominee, then you are the beneficial owner of those shares. As a beneficial owner, you have the right to direct your nominee on how to vote your shares, and your nominee will provide you with voting instructions. However, the organization that holds your shares is considered the stockholder of record for voting purposes. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from that organization authorizing you to vote the shares.

For Proposal 1, the Class I director will be elected by a plurality of the votes cast by the holders of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the nominee receiving the highest number of “FOR” votes from holders of our Class A common stock and our Class B common stock, voting together as a single class, will be elected. You may vote “FOR” the nominee or “WITHHOLD” authority to vote for the nominee.

For Proposal 2, ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2027 (“Fiscal 2027”), requires the affirmative vote of the holders of a majority of the voting power of our Class A common stock and Class B common stock, voting together as a single class, that are present in person or represented by proxy at the meeting and are voted for or against the matter. You may vote “FOR” or “AGAINST” this matter. Accordingly, the ratification of the appointment of Ernst & Young LLP will be approved if the number of votes cast “FOR” the proposal at the Annual Meeting exceeds the number of votes “AGAINST” it.

For Proposal 3, the non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers, the frequency receiving the highest number of votes cast by holders of our Class A common stock and Class B common stock, voting together as a single class, that are present in person or represented by proxy at the meeting will be deemed the frequency recommended by our stockholders. You may vote for “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN.”

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RECOMMENDATIONS OF OUR BOARD OF DIRECTORS ON EACH OF THE PROPOSALS SCHEDULED TO BE VOTED ON AT THE ANNUAL MEETING

None of our non-employee directors has any substantial interest in any matter to be acted upon at the Annual Meeting, other than with respect to the director nominee’s own election as a director. In addition, none of our executive officers has any substantial interest in any matter to be acted on.

WITHHELD VOTES, ABSTENTIONS AND BROKER NON-VOTES

A “vote withheld,” in the case of the proposal regarding the election of the Class I director, or an “abstention,” in the case of the proposal regarding the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, or the non-binding advisory vote on the frequency of future non-binding advisory votes on executive compensation, represents a stockholder’s affirmative choice to decline to vote on that proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of the Class I director, and abstentions have no effect on the ratification of the appointment of Ernst & Young LLP or the advisory vote on the frequency of future advisory votes on executive compensation.

Brokers, banks, and other nominees have limited discretionary authority to vote shares that are beneficially owned. A broker, bank or other nominee may vote such shares on “routine” matters without instructions from the beneficial owner. However, for “non-routine” matters, a broker, bank, or other nominee may not vote such shares without instructions from the beneficial owner. Broker non-votes occur when shares held by a broker, bank, or other nominee for a beneficial owner are voted on at least one proposal at a meeting but are not voted with respect to other proposals because the nominee did not receive voting instructions from the beneficial owner and lacks discretionary authority to vote the shares on those proposals. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. At our Annual Meeting, Proposal No. 2 is considered a routine matter, and nominees have discretionary authority to vote shares that are beneficially owned on this proposal. Accordingly, we do not expect there to be any broker non-votes for Proposal No. 2. Proposal No. 1 and Proposal No. 3 are considered non-routine matters. Broker non-votes on Proposal No. 1 and Proposal No. 3 are not deemed to be votes cast and, therefore, will have no effect on their outcomes.

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VOTING INSTRUCTIONS; VOTING OF PROXIES

Votes submitted by telephone or through the Internet must be received by 11:59 p.m. Eastern Time on December 7, 2026. Submitting your proxy, whether by telephone, through the Internet, or, if you request or receive a paper proxy card by mail, will not affect your right to vote should you decide to virtually attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All properly submitted proxies will be voted in accordance with the instructions specified on the proxy card. If you sign and return a physical proxy card without providing specific voting instructions on one or more proposals, your shares will be voted in accordance with the recommendations of our Board.

If you hold your shares in street name and do not vote, your shares may constitute “broker non-votes” (as described above) with respect to certain proposals and will not be counted in determining the number of shares necessary for approval of such proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

If you receive more than one proxy card or Notice of Internet Availability of Proxy Materials, your shares may be registered in more than one name or in different accounts. To ensure all of your shares are voted, please follow the instructions included on each Notice of Internet Availability of Proxy Materials or proxy card and vote each of your share accounts. If you requested or received paper proxy materials and intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your shares are counted.

We strongly encourage you to vote your shares in advance of the Annual Meeting as instructed above, even if you plan to attend the Annual Meeting virtually.

REVOCABILITY OF PROXIES

A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

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Please note, however, that if your shares are held in street name by a broker, bank, or other nominee and you wish to revoke your proxy, you must contact that firm to revoke any prior voting instructions.

EXPENSES OF SOLICITING PROXIES

We are soliciting proxies and will bear the cost of the solicitation, including the preparation, assembly, printing, and mailing of the Notice of Internet Availability of Proxy Materials or this Proxy Statement, the proxy card and our Annual Report, and any other materials furnished to stockholders. After the initial mailing of the solicitation materials, we and our agents, including directors, officers, and other employees, may solicit proxies by mail, e-mail, telephone, other similar means, or in person without additional compensation. We will also request that brokers, custodians, nominees, and other record holders forward copies of the solicitation materials to the beneficial owners for whom they hold shares and obtain authority to execute proxies. In such cases, upon request, we will reimburse such holders for their reasonable expenses. If you need assistance in completing your proxy card, voting by telephone or on the Internet, or have questions regarding the Annual Meeting, you may contact us through our Investor Relations website at https://investor.onepeloton.com.

VOTING RESULTS

The voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. Preliminary voting results will be announced at the Annual Meeting. The final results will be certified by the inspector of elections and reported in a current report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

PARTICIPATING IN THE ANNUAL MEETING

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/PTON2026 and enter the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials. Beneficial owners who hold shares in street name and do not have a control number may gain access to the meeting by logging into their broker, brokerage firm, bank, or other nominee’s website and selecting the shareholder communications mailbox to link through to the meeting. Instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee.

As part of the Annual Meeting, we intend to hold a Q&A session. If you wish to submit questions prior to the meeting, please visit www.proxyvote.com and follow the instructions in your Notice of Internet Availability of Proxy Materials or proxy card. If you wish to submit a question during the Annual Meeting, log into the virtual platform at www.virtualshareholdermeeting.com/PTON2026, type your question into the “Ask a Question” field, and click “Submit.” Only validated stockholders or proxy holders will be able to submit questions. Our Annual Meeting, including the Q&A session, will follow our “Rules of Conduct,” which will be available on our meeting web portal. A webcast replay of the Annual Meeting, including the Q&A session, will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/PTON2026 until the date of the 2027 Annual Meeting of Stockholders.

If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or must be rescheduled (if the technical difficulty is more prolonged). In such a case, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/PTON2026. If you encounter technical difficulties accessing or participating in the meeting, please contact the technical support line noted on the login page of the virtual meeting website.

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BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS; CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE

We are committed to good corporate governance practices. These practices provide an important framework within which our Board and management can pursue our strategic objectives for the benefit of our stockholders.

INDEPENDENCE OF DIRECTORS

The listing rules of the Nasdaq Stock Market LLC (“Nasdaq”) generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating committee be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in their capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our Board conducts an annual review of the independence of our directors, including a review of all commercial transactions, relationships, and arrangements between us and our subsidiaries, affiliates, and executive officers with entities associated with our directors or members of their immediate family that occur in a given year. Based on its review in September 2026, our Board determined that Karen Boone, Chris Bruzzo, Tara Comonte, Jay Hoag, Angel L. Mendez, and Pamela Thomas-Graham are “independent directors,” as defined under the applicable rules, regulations, and listing standards of Nasdaq and the applicable rules and regulations promulgated by the SEC. In particular, in finding Ms. Boone, Mr. Bruzzo, and Mr. Hoag to be independent, the Board considered Ms. Boone’s and Mr. Bruzzo’s prior service as Interim Co-Chief Executive Officers and Co-Presidents of the Company for less than one year, which concluded in December and November 2024, respectively, and Mr. Hoag’s role as Co-Founder and General Partner of TCV, a large stockholder of the Company (see “Security Ownership of Certain Beneficial Owners and Management” for more information). Mr. Stern, our Chief Executive Officer and President, is not an independent director. Our Board has also determined that all members of our Audit Committee, Compensation Committee, and Nominating, Governance and Corporate Responsibility Committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees.

BOARD OF DIRECTORS AND COMMITTEE SELF-EVALUATIONS

Throughout the year, our Board discusses corporate governance practices with our stockholders, management, and third-party advisors to ensure that the Board and its committees follow practices that are designed to ensure fair and effective governance for the Company and its stockholders. Based on an evaluation process recommended and overseen by our Nominating, Governance and Corporate Responsibility Committee, pursuant to the committee’s authority set forth in its charter, the Board conducts an annual self-evaluation, including an evaluation of each committee and the contributions of individual directors, in order to determine whether the Board and its committees are functioning effectively. The results of the annual self-evaluation are reviewed and addressed by the Nominating, Governance and Corporate Responsibility Committee and then by the full Board.

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        CORPORATE GOVERNANCE

BOARD LEADERSHIP STRUCTURE

The Nominating, Governance and Corporate Responsibility Committee periodically considers the leadership structure of our Board and makes recommendations to our Board with respect thereto as appropriate, including whether the roles of Chief Executive Officer (“CEO”) and Chairperson of the Board should be separated or combined.

Currently, upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, our Board has determined that the roles should be separated, with Jay Hoag, an independent director, serving as our Chairperson of the Board. The Board believes that having an independent Chairperson helps to ensure that stockholders and other stakeholders are represented in all deliberations with a voice and point of view that is independent of the senior management team. Mr. Hoag’s primary responsibilities as Chairperson of the Board include:

In addition, as applicable, the Chairperson of the Board performs other functions and responsibilities as requested by our Board, including providing leadership and support from time to time to the CEO, the committee chairs, the corporate secretary, and other members of management with respect to best practices in board governance (including the effectiveness of Board meetings), succession planning for Board members as well as key members of management, and stockholder and stakeholder engagement.

Our Board believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of our Board, and sound corporate governance policies and practices.

Pursuant to our Corporate Governance Guidelines, if in the future the position of chairperson and CEO are held by the same person, our Board intends to designate a “lead independent director” to preside over periodic meetings of our independent directors, serve as a liaison between the Chairperson of the Board and the independent directors, and perform any additional duties as our Board may otherwise determine and delegate.

PRESIDING DIRECTOR OF NON-EMPLOYEE DIRECTOR MEETINGS

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. The Chairperson of the Board, Mr. Hoag, or the applicable committee chair when the members of a committee meet in executive session, is the presiding director at these meetings.

BOARD GOVERNANCE STRUCTURE

We are committed to strong corporate governance. Our Board regularly reviews our governance structure, including our classified board. Our Board is divided into three classes, with each class serving a three-year term. We believe this structure encourages our directors to make decisions in the short- and long-term interests of our stockholders, and that it continues to be the appropriate structure for the Company’s Board. In contrast, annual election of all directors can, in some cases, lead to short-term focus or a concentration on only immediate results, which can discourage or impair long-term investments, improvements and initiatives that may be in the best interests of stockholders.

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CORPORATE GOVERNANCE

The Company’s classified board structure also fosters stability and continuity on the Board and ensures that, at any given time, the Board consists of experienced directors who are familiar with our business, strategic goals, history, and culture. We believe our current three-year terms enable our existing and future directors to develop substantive knowledge about our specific operations and goals, which better positions them to make strategic decisions that are in the best interest of our stockholders. Further, this structure strengthens our non-management directors’ independence from parties whose short-term goals may not be in the best interests of all of our stockholders.

All directors, regardless of the length of their term, have a fiduciary duty under the law to act in a manner they believe to be in the best interests of the Company and all of our stockholders. We believe that our classified board structure still provides for accountability to stockholders, while also reducing the Company’s vulnerability to certain potentially abusive short-term takeover tactics.

BOARD REFRESHMENT

In the past three years, we have made a number of changes intended to refresh the composition of our Board and ensure that our directors have the breadth of experience and expertise necessary to advise our Company on corporate strategy, risk management, corporate governance, and other critical matters. The Board has welcomed three new directors since December 2023: Peter Stern, our CEO, who is a seasoned strategist with a track record of driving sustainable growth through innovation, and who previously served as President of Integrated Services at Ford Motor Company (“Ford”) and held leadership roles at Apple Inc. (“Apple”) and Time Warner Cable; Tara Comonte, who has extensive experience in corporate strategy and finance, who previously served as CEO of WW International, the parent company of Weight Watchers; and Chris Bruzzo, who has more than two decades of experience working for global consumer brands and extensive knowledge in marketing, brand management, digital strategy, communications, retail, and interactive entertainment.

DIRECTOR COMMITMENT

Our Board believes that each of our directors, including our director nominee, has demonstrated the ability to devote sufficient time and attention to Board duties and to otherwise fulfill the responsibilities required of directors. Our Board has considered and determined that none of our directors is currently overcommitted with regard to the number of boards on which he or she serves. See each director’s biography beginning on page 21 for the list of outside public company boards on which each director serves. Our Board and our Nominating, Governance and Corporate Responsibility Committee believe that Mr. Mendez, who is up for election at this Annual Meeting, has demonstrated, and will continue to demonstrate, an ability to dedicate sufficient time to carry out his Board duties effectively and believe that it is in the Company’s best interest that he continues to serve as a director.

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        CORPORATE GOVERNANCE

COMMITTEES OF OUR BOARD

Our Board has established an Audit Committee, a Compensation Committee, and a Nominating, Governance and Corporate Responsibility Committee. The responsibilities and current composition of each committee are described below.

Each of these committees has a written charter approved by our Board. Copies of the charters for each committee are available, without charge, upon request in writing to Peloton Interactive, Inc., 441 Ninth Avenue, Sixth Floor, New York, New York 10001, Attn: Chief Legal Officer and Corporate Secretary, or in the “Investors” section of our website, which is located at https://investor.onepeloton.com, by clicking on “Documents & Charters” in the “Governance” section of our website. The Board appoints committee members annually and the members serve on these committees until their resignations, deaths, or until otherwise determined by our Board.

AUDIT COMMITTEE

Our Audit Committee is composed of Mr. Mendez, who is the chairperson, and Ms. Comonte and Ms. Thomas-Graham. Each member of our Audit Committee is independent under the current Nasdaq and SEC rules and regulations. Each member of our Audit Committee is financially literate as required by the current Nasdaq listing standards. Our Board has also determined that Ms. Comonte is an “Audit Committee financial expert” as defined by SEC rules. This designation does not impose any duties, obligations, or liabilities that are greater than those generally imposed on members of our Audit Committee. Our Audit Committee is responsible for, among other things:

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CORPORATE GOVERNANCE

COMPENSATION COMMITTEE

Our Compensation Committee is composed of Ms. Boone, who is the chairperson, and Mr. Hoag. Each member of our Compensation Committee is independent under the current Nasdaq and SEC rules and regulations and a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee is responsible for, among other things:

NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE

Our Nominating, Governance and Corporate Responsibility Committee is composed of Mr. Bruzzo, who is the chairperson, and Mr. Hoag. Each member of our Nominating, Governance and Corporate Responsibility Committee is independent under the current Nasdaq and SEC rules and regulations. Our Nominating, Governance and Corporate Responsibility Committee is responsible for, among other things:

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        CORPORATE GOVERNANCE

OUR BOARD’S ROLE IN RISK OVERSIGHT

Our Board, as a whole, has responsibility for overseeing our risk management processes, although the committees of our Board oversee and review risk areas that have been delegated to them by our Board.

Committees of our Board meet with key management personnel, representatives of outside advisors and our independent auditor, as applicable, to oversee risks associated with their respective principal areas of focus, as described below. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our Board leadership structure supports this approach.

The Board oversees strategic, operational, compliance and financial risks. For example, the Board oversees risks, strategic opportunities, and operational efficiencies related to the use of generative AI. The Board reviews these risks in the context of discussions, question and answer sessions, and reports from the management team at each regular Board meeting, receives reports on all significant committee activities at each regular Board meeting, and evaluates the risks inherent in significant transactions. Our Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management.

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CORPORATE GOVERNANCE

The risk oversight responsibility of our Board and its committees is supported by management level committees, which include our enterprise risk management committee, executive product safety committee, and our disclosure committee. Management also engages with the Board and its committees through additional reporting to the Board across other functional areas, including cybersecurity and data privacy.

The enterprise risk management committee implements our overall enterprise risk management reporting processes in a manner designed to provide our Board and our personnel responsible for risk assessment across the organization with visibility into the identification, assessment, and management of critical risks and management’s risk mitigation strategies. The enterprise risk management committee meets at least three times per year and its co-chairs provide an update on material enterprise risks to the Audit Committee and Board at least annually, and more frequently, as requested.

The executive product safety committee is a management level committee that informs the enterprise risk management program and is responsible for oversight of the Company’s product safety compliance program, policies, and major processes. The committee has oversight of technical risks throughout the product development lifecycle, up to and including member experience, through ongoing monitoring of safety-related data for our products. The committee is composed of senior leadership across our Legal, Safety, Product, and Operations teams. The co-chairs advise senior leadership on product safety matters and provide updates to the Audit Committee at least four times per year on product safety, including safety measures and risk mitigation, as appropriate.

Our disclosure committee reports to the Audit Committee and assists our CEO, Chief Financial Officer (“CFO”), and our Audit Committee in preparing the disclosures required under SEC rules. The disclosure committee is composed of senior leaders across our organization, including, but not limited to, our Accounting, Financial Planning and Analysis, Tax, Treasury, Internal Audit, Information Security, Compliance, Legal, Communications, People, Enterprise Technology and Product and Supply Chain teams. The disclosure committee works to ensure that our public filings are accurate, complete, and timely, and sets parameters for and determines the appropriateness of disclosures in all publicly disseminated information.

We are committed to the protection of the personal data of our employees, Members, partners, and other applicable individuals. Our information security team works to identify and prevent cybersecurity risks, while our privacy team is responsible for the development, creation, maintenance and enforcement of our privacy policies, standards, and procedures. Senior leaders of our information security and privacy teams respectively administer our information security and data privacy programs, in each case with regular updates to and with oversight by the Audit Committee. Regular updates to the Audit Committee may include reports summarizing threat detection and mitigation plans, audits of internal controls, employee trainings, and other cybersecurity and privacy priorities and initiatives, as well as timely updates on incidents. In the event of a data breach, we have documented response procedures, and overall, we believe in implementing effective cybersecurity and privacy practices that are reasonably designed to counteract evolving risks. We structure our security program to align with the National Institute of Standards and Technology Cybersecurity Framework and our privacy program to align with relevant global privacy regulations.

RELATIONSHIP OF COMPENSATION POLICIES AND PROGRAMS TO RISK MANAGEMENT

The Compensation Committee has responsibility for establishing our compensation philosophy and objectives, determining the structure, components, and other elements of our programs, and reviewing and approving the compensation of our named executive officers. With the advice of its independent compensation consultant, the Compensation Committee determined that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on us.

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        CORPORATE GOVERNANCE

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of our Compensation Committee during Fiscal 2026 included Ms. Boone and Mr. Hoag. No member of our Compensation Committee in Fiscal 2026 was at any time during Fiscal 2026 or at any other time an officer or employee of ours or any of our subsidiaries, except that Ms. Boone served as our Interim Co-CEO and Interim Co-President from May 2024 through December 31, 2024. No member of our Compensation Committee in Fiscal 2026 had or has any relationships with us that are required to be disclosed under the Exchange Act, or Regulation S-K thereunder. During Fiscal 2026, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or Compensation Committee.

BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

Our Board and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During Fiscal 2026, our Board met five times, the Audit Committee met six times, the Compensation Committee met three times, and the Nominating, Governance and Corporate Responsibility Committee met three times. During Fiscal 2026, each member of our Board attended at least 75% in the aggregate of all meetings of our Board and of all meetings of committees of our Board on which such member served.

BOARD ATTENDANCE AT ANNUAL STOCKHOLDER MEETING

Our policy is to invite and encourage each member of our Board to be present at our annual meetings of stockholders. Each member of our Board who was a director at the time of the 2025 annual meeting attended the meeting, which was held virtually on December 9, 2025.

COMMUNICATION WITH DIRECTORS

Stockholders and interested parties who wish to communicate with our Board, non-management members of our Board as a group, a committee of our Board, or a specific member of our Board (including our chairperson or lead independent director, if any) may do so by letters addressed to the attention of our Corporate Secretary.

All communications are reviewed by the Corporate Secretary and provided to the members of our Board as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and other routine items and items unrelated to the duties and responsibilities of our Board will not be provided to directors.

The address for these communications is:

Peloton Interactive, Inc.

c/o Chief Legal Officer and Corporate Secretary

441 Ninth Avenue, Sixth Floor

New York, New York 10001

CODE OF CONDUCT

We have adopted a Code of Conduct that applies to all of the members of our Board, officers, employees, agents and contractors, subsidiaries, and affiliates. In addition, we have adopted a Supplier Code of Conduct that applies to our suppliers when providing products or services to the Company. The Supplier Code of Conduct establishes standards and guiding principles across several risk areas that Peloton expects our partners to meet. Both policies are posted on the “Investors” section of our website, which is located at https://investor.onepeloton.com under “Documents & Charters” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under applicable SEC and stock exchange rules regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on our website at the address and location specified above.

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NOMINATION TO THE BOARD

Candidates for nomination to our Board are selected by our Board based on the recommendation of the Nominating, Governance and Corporate Responsibility Committee in accordance with the committee’s charter, our restated certificate of incorporation and amended and restated bylaws, our corporate governance guidelines, and the criteria approved by our Board regarding director candidate qualifications. In recommending candidates for nomination, the Nominating, Governance and Corporate Responsibility Committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board is set forth below under “Additional Information—Nominations and Proposals to Be Included in Proxy Materials or Presented at the Next Annual Meeting” and the Nominating, Governance and Corporate Responsibility Committee evaluates such candidates in the same manner it evaluates all other candidates.

DIRECTOR QUALIFICATIONS

With the goal of developing a diverse, experienced and highly qualified Board, the Nominating, Governance and Corporate Responsibility Committee is responsible for developing and recommending to our Board the desired qualifications, expertise, and characteristics of members of our Board, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our Board and any specific qualities or skills that the committee believes are necessary for one or more of the members of our Board to possess. Our business thrives when our Team Members and board members reflect the people we serve, so we value diversity on a company-wide basis and without establishing specific goals with respect to diversity, seek to achieve a mix of directors that represents a diversity of background and experience, including with respect to age, gender, race, ethnicity, and occupation.

Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of our Board from time to time, our Board has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and Nasdaq listing requirements and the provisions of our restated certificate of incorporation, amended and restated bylaws and charters of the committees of our Board. In addition, neither our Board nor our Nominating, Governance and Corporate Responsibility Committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, the Nominating, Governance and Corporate Responsibility Committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry, and ability to devote adequate time and effort to the responsibilities of our Board in the context of its existing composition. Through the nomination process, the Nominating, Governance and Corporate Responsibility Committee seeks to promote Board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our Board’s overall effectiveness.

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        NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

OUR BOARD EXPERIENCE

The matrix below and the biographical descriptions of the directors set forth in Proposal No. 1 include the primary individual experience, qualifications, attributes, and skills for our director nominee and each of our continuing directors that contributed to the conclusion that they should serve as a member of our Board at this time.

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NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS

OUR BOARD DIVERSITY

The matrix below sets forth the self-identified gender identity and demographic diversity attributes of each of our current directors as of October 23, 2026.

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Our Board is currently divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. The director in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders held in 2027 and 2028, respectively. As disclosed above, Ms. Thomas-Graham is not standing for reelection.

At the recommendation of our Nominating, Governance and Corporate Responsibility Committee, our Board proposes that the Class I nominee named below, who is currently serving as a director in Class I, be elected as a Class I director for a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal.

Shares represented by proxies will be voted “FOR” the election of the nominee named below unless the proxy is marked to withhold authority to so vote. If the nominee for any reason is unable to serve, the proxies may be voted for a substitute nominee as the proxy holder might determine. The nominee has consented to being named in this Proxy Statement and to serve if elected, and management and the Board have no reason to believe that the nominee will be unable to serve.

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PROPOSAL NO. 1: ELECTION OF DIRECTOR

NOMINEE TO OUR BOARD

The nominee and his age, occupation, and length of service on our Board as of the date of this Proxy Statement are provided in the table below and in the additional biographical description set forth in the text below the table.

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        PROPOSAL NO. 1: ELECTION OF DIRECTOR

CONTINUING DIRECTORS

The directors who are serving for terms that end after the Annual Meeting, along with their ages, occupations, and lengths of service on our Board as of the date of this Proxy Statement, are provided in the table below and in the additional biographical descriptions set forth in the text below.

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PROPOSAL NO. 1: ELECTION OF DIRECTOR

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PROPOSAL NO. 1: ELECTION OF DIRECTOR

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PROPOSAL NO. 1: ELECTION OF DIRECTOR

There are no family relationships among our directors and executive officers.

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        PROPOSAL NO. 1: ELECTION OF DIRECTOR

NON-EMPLOYEE DIRECTOR COMPENSATION

Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Since September 2022, non-employee directors are entitled to receive equity awards solely in RSUs under our 2019 Equity Incentive Plan (the “2019 Plan”).

Our compensation arrangements for non-employee directors are reviewed periodically by our Compensation Committee and our Board. In addition, at the Compensation Committee’s direction, the Compensation Committee’s independent compensation consultant provides a competitive analysis of director compensation levels, practices, and design features as compared to the general market as well as our compensation peer group.

Initial Equity Grant. Each non-employee director appointed to our Board is granted an initial equity award having an aggregate value of $500,000. Each award will vest with respect to 1/3rd of the total number of shares subject to such award on each annual anniversary of the grant, in each case, so long as such non-employee director continues to provide service through such date. Each initial equity grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in the 2019 Plan).

Annual Equity Grant. On the date of each annual meeting of stockholders, each non-employee director who is serving on our Board and will continue to serve on our Board immediately following the date of such annual meeting, will automatically be granted RSUs having an aggregate value of $225,000 (the “Annual Equity Grant”). Additionally, on the date of each annual meeting of stockholders, the non-employee Chairperson of the Board, if any, and each Chairperson of a committee of the Board is granted an annual incremental RSU award having an aggregate value of $90,000 and $15,000, respectively (the “Annual Chairperson Equity Grants”). Each of the Annual Equity Grant and Annual Chairperson Equity Grant will typically vest with respect to 1/4th of the total number of RSUs subject to such award on each quarterly anniversary of the date of grant, such that the equity award will be fully vested on the one-year anniversary of the date of grant, or if earlier, the next annual meeting of stockholders, in each case, so long as such non-employee director continues to provide service through such date. Each Annual Equity Grant and Annual Chairperson Equity Grant will accelerate in full upon the consummation of a Corporate Transaction (as defined in our 2019 Plan).

Annual Cash Retainer. On the date of each annual meeting of stockholders, each non-employee director who is serving on our Board and will continue to serve on our Board immediately following the date of such annual meeting, will automatically be granted an annual cash retainer in the amount of $75,000. The annual cash retainer will be paid in quarterly installments, provided that the non-employee director continues to serve on the Board at the time the installment is paid.

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PROPOSAL NO. 1: ELECTION OF DIRECTOR

The following table provides information for the fiscal year ended June 30, 2026 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of Fiscal 2026, other than Mr. Stern, our CEO and President, who received no additional compensation for his service as a director. The compensation received by Mr. Stern as an employee is shown in the “Executive Compensation—Fiscal 2026 Summary Compensation Table” below.

The following table sets forth information regarding the aggregate number of shares of our Class A common stock and Class B common stock underlying outstanding unexercised stock options and unvested RSUs held by our non-employee directors as of June 30, 2026:

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Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending June 30, 2027 and recommends that stockholders vote for ratification of such appointment. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2027 requires the affirmative vote of the holders of a majority of the voting power of our Class A common stock and Class B common stock, voting together as a single class, that are present in person (virtually) or represented by proxy at the Annual Meeting and are voted for or against the matter. In the event that the appointment of Ernst & Young LLP is not ratified by our stockholders, the Audit Committee will consider whether it is appropriate to appoint another independent registered public accounting firm, but it will not be obligated to do so. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Ernst & Young LLP audited our financial statements for the fiscal year ended June 30, 2026 and has served as our independent registered public accounting firm since 2017. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with and pre-approved by our Audit Committee annually. In accordance with standard policy, Ernst & Young LLP will periodically rotate the individuals who are responsible for our audit.

During the fiscal years ended June 30, 2025 and 2026, fees for services provided by Ernst & Young LLP were as follows:

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PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services, and other services. In addition, the Audit Committee has established procedures by which the chairperson of the Audit Committee may pre-approve such services up to $200,000 per service matter or project, subject to ratification by the Audit Committee at its next regularly scheduled quarterly meeting following such approval. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were approved by our Audit Committee.

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The information contained in the following report of our Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act, unless and only to the extent that we specifically incorporate it by reference.

The principal purpose of the Audit Committee is to assist the Board in its general oversight of our accounting practices, system of internal controls, audit processes and financial reporting processes. The Audit Committee is responsible for appointing and retaining our independent auditor and approving the audit and non-audit services to be provided by the independent registered public accounting firm. The Audit Committee’s function is more fully described in its charter.

Our management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles. Ernst & Young LLP, our independent registered public accounting firm for the fiscal year ended June 30, 2026, was responsible for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

Our Audit Committee has reviewed and discussed with our management and Ernst & Young LLP our audited consolidated financial statements for the fiscal year ended June 30, 2026. Our Audit Committee has also discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

Our Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with our Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence from us.

Based on the review and discussions referred to above, our Audit Committee recommended to our Board that the audited consolidated financial statements be included in our annual report on Form 10-K for the fiscal year ended June 30, 2026 for filing with the SEC.

Members of our Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent auditor. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained the appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s consideration and discussions do not assure that the audit of the company’s consolidated financial statements has been carried out in accordance with the standards of the PCAOB, that the consolidated financial statements are presented in accordance with the accounting principles generally accepted in the United States and that Ernst & Young LLP is in fact “independent.”

SUBMITTED BY THE AUDIT COMMITTEE

Angel L. Mendez, Chairperson

Tara Comonte

Pamela Thomas-Graham

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In accordance with the rules of the SEC, we are providing our stockholders with an opportunity to make a non-binding, advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers. This non-binding advisory vote must be submitted to stockholders at least once every six years.

You have four choices for voting on this proposal. You can choose whether future non-binding advisory votes on the compensation of our named executive officers should be conducted every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS.” You may also “ABSTAIN” from voting. The frequency that receives the greatest number of votes cast by stockholders on this matter at the meeting will be deemed to be the preferred frequency option of our stockholders.

After careful consideration, our board of directors recommends that future non-binding advisory votes on compensation of our named executive officers be held every three years. Our board of directors believes that holding a vote every three years is the most appropriate option because (i) it would enable our stockholders to provide us with input regarding the compensation of our named executive officers in a more informed and thoughtful manner based on a long-term analysis of our compensation program; and (ii) it would avoid placing too much emphasis on the results or actions of a single year and would instead allow our stockholders to make a more meaningful evaluation of our performance compared to our compensation practices.

Stockholders are not voting to approve or disapprove the board of directors’ recommendation. Instead, stockholders may indicate their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers by selecting one year, two years, or three years. Stockholders that do not have a preference regarding the frequency of future advisory votes may abstain from voting on the proposal.

As an advisory vote, this proposal is not binding. However, our board of directors and nominating, governance, and corporate responsibility committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our named executive officers.

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The names of our executive officers, their ages as of the date of this Proxy Statement, and their positions are shown below.

Our Board appoints executive officers, who then serve at the discretion of our Board. There is no family relationship among any of the directors or executive officers.

For information regarding Mr. Stern, please refer to “Proposal No. 1—Election of Director.”

SID THACKER has served as our CFO since June 2026. Mr. Thacker most recently served as Chief Financial Officer of Rent the Runway, Inc. (“Rent the Runway”) from May 2023 to June 2026, and as Senior Vice President, Financial Planning & Analysis from July 2022 to May 2023. Prior to joining Rent the Runway, Mr. Thacker served as an Investment Partner at Coalition Investment Partners, LP from February 2020 to March 2022 and has served as General Partner of SAR Capital Advisors, LP since June 2018. He previously served as Founder, Chief Executive Officer, and Chief Investment Officer of Signpost Capital Advisors, LP. Mr. Thacker holds a Bachelor of Arts from Oberlin College and a Master of Business Administration from Harvard Business School.

NICK CALDWELL has served as our Chief Product Officer since November 2023. Mr. Caldwell was previously Vice President of Engineering for Consumer Products at Twitter from June 2020 to December 2021, and General Manager for Core Technologies at Twitter from December 2021 to November 2022. From February 2020 to June 2020, Mr. Caldwell served as Senior Director, Product and Engineering at Google. From October 2018 to June 2020, Mr. Caldwell served as Chief Product Officer for Looker Data Sciences, a business intelligence firm acquired by Google in 2020. Prior to that, Mr. Caldwell held the position of Vice President of Engineering for Reddit from October 2016 to October 2018. Mr. Caldwell also spent fifteen years at Microsoft and held various positions, most recently as General Manager for the Power BI product organization. Mr. Caldwell also served on the Board of Directors of HubSpot Inc. from January 2021 until June 2026, and previously served on the boards of several private companies, including Bitly, Inc. and True Search. Mr. Caldwell holds a degree in computer science and electrical engineering from Massachusetts Institute of Technology and a Master of Business Administration from U.C. Berkeley Haas School of Business.

CHARLES KIROL has served as our Chief Operating Officer since April 2025. Mr. Kirol served as Executive Vice President, Chief Global Operations and Technology Officer of iRobot Corporation (“iRobot”), a global consumer robot company offering home innovation products, from June 2021 to June 2024, and Executive Vice President, Chief Supply Chain Officer at iRobot, from February 2020 to June 2021. Mr. Kirol previously served as Senior Vice President, Global Operations at Sensata Technologies Holding plc (“Sensata”), a supplier of sensing, electrical protection, control and power management solutions, from April 2016 to February 2020, and Vice President and Chief Procurement Officer at Sensata, from 2015 to 2016. Earlier in his career, Mr. Kirol served in executive roles at Stanley Black & Decker, Inc., including as Vice President of

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EXECUTIVE OFFICERS        

Global Supply Management, and spent nine years at General Electric Capital Corporation. He retired from the U.S. Navy Reserve in September 2026 as a Rear Admiral, concluding more than 38 years of service, where he was one of the senior-most procurement, logistics, and supply corps officers. He received his Bachelor of Science in Accounting from the University of Florida and a Master of Business Administration from Indiana University’s Kelley School of Business.

DION CAMP SANDERS has served as Peloton’s Chief Commercial Officer since April 2025. Prior to his appointment as Chief Commercial Officer, Mr. Sanders served as Chief Emerging Business Officer from September 2022 to April 2025, Chief Strategy Officer from April 2021 to September 2022, and SVP, Head of Strategy, Corporate Development and M&A from January 2019 to April 2021. Prior to joining Peloton in 2019, Mr. Sanders held various executive positions within the consumer internet and digital media sectors, including roles serving as EVP, Corporate Development at Leaf Group from August 2016 to January 2019, VP, Emerging Businesses at The Walt Disney Company from March 2012 to July 2016, and at operating businesses of IAC/InterActiveCorp from May 2000 to May 2005. In addition to his role at Peloton, Mr. Sanders has also served on the Board of Directors at Hyatt Hotels Corporation since September 2021 and served on the Board of Directors at Daily Harvest, Inc. from May 2022 until May 2025 when it was acquired by Chobani. Mr. Sanders attended Stanford University and earned a Bachelor of Arts in Economics from the University of Pennsylvania in 1996. He also earned a Juris Doctor from the Pepperdine School of Law and a Master of Business Administration from the Pepperdine Graziadio Business School in 2000.

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The following table sets forth certain information with respect to the beneficial ownership of our common stock as of September 30, 2026, by:

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares beneficially owned, subject to applicable community property laws.

Applicable percentage ownership is based on 429,767,889 shares of Class A common stock and 15,836,474 shares of Class B common stock outstanding as of September 30, 2026. Shares of our Class A common stock and Class B common stock subject to stock options that are currently exercisable or exercisable within 60 days of September 30, 2026 or RSUs that may vest and settle within 60 days of September 30, 2026 are deemed to be outstanding and to be beneficially owned by the person holding the stock options or RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is c/o Peloton Interactive, Inc., 441 Ninth Avenue, Sixth Floor, New York, New York 10001.

2026 PROXY STATEMENT

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT