pton-202309260001639825false441 Ninth Avenue, Sixth FloorNew YorkNew York00016398252023-09-262023-09-2600016398252023-08-232023-08-23
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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| Delaware | 001-39058 | 47-3533761 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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441 Ninth Avenue, Sixth Floor New York, New York |
| 10001 |
| (Address of Principal Executive Offices) |
| (Zip Code) |
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: | | | | | | | | |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Class A Common Stock, $0.000025 par value per share | PTON | The Nasdaq Stock Market LLC |
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.
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Exhibit Number |
| Exhibit Title or Description |
| 99.1 |
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| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL document). |
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.
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| PELOTON INTERACTIVE, INC. |
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| Date: September 26, 2023 | By: | /s/ Tammy Albarrán
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| Tammy Albarrán |
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| Chief Legal Officer |