Initial Registration Statement for Employee Benefit Plan Form S 8

As filed with the Securities and Exchange Commission on August 22, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Peloton Interactive, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-3533761
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Peloton Interactive, Inc.

441 Ninth Avenue, 6th Floor

New York, New York 10001

(Address of Principal Executive Offices) (Zip Code)

2019 Equity Incentive Plan

2019 Employee Stock Purchase Plan

(Full title of the plans)

Tammy Albarrán

Chief Legal Officer and Corporate Secretary

Peloton Interactive, Inc.

441 Ninth Avenue, 6th Floor

New York, New York 10001

(929) 567-0006

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Please send copies of all communications to:

Kerry S. Burke Covington & Burling LLP One CityCenter 850 Tenth Street, NW Washington, DC 20001 (202) 662-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, Peloton Interactive, Inc. (the "Registrant") is filing this Registration Statement with the Securities and Exchange Commission (the "Commission") to register an aggregate of 22,575,702 additional shares of Class A common stock ("Shares"), consisting of (i) 18,813,085 additional Shares under the Registrant's 2019 Equity Incentive Plan (the "2019 Plan"), and (ii) 3,762,617additional Shares under the Registrant's 2019 Employee Stock Purchase Plan (the "2019 ESPP"), pursuant to the provisions of the 2019 Plan and the 2019 ESPP, respectively, providing for an automatic annual increase in the number of Shares reserved for issuance under such plan.

Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registrant's previous registration statements on Form S-8 filed with the Commission on February 1, 2024 (File No. 333-276818), August 23, 2023 (File No. 333-274173), September 7, 2022 (File No. 333-267306), August 27, 2021 (File No. 333-259099), September 11, 2020 (File No. 333-248724) and September 26, 2019 (File No. 333-233941) to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents By Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:

(a)the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Commission on August 22, 2024; and

(b)the description of the Registrant's Class A common stock contained in Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the Commission on September 11, 2020, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference:

Incorporated by Reference
Exhibit No.	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Restated Certificate of Incorporation of the Registrant.	10-Q	001-39058	3.1	11/6/2019
4.2	Second Amended and Restated Bylaws.	8-K	001-39058	3.1	4/08/2024
4.3	Form of Class A Common Stock Certificate of the Registrant.	S-1/A	333-233482	4.1	9/10/2019
5.1	Opinion of Covington & Burling LLP.	X
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.	X
23.2	Consent of Covington & Burling LLP (included in Exhibit 5.1).	X
24.1	Power of Attorney (included on the signature page of this Registration Statement).	X
99.1	2019 Equity Incentive Plan and forms of award agreements thereunder.	10-K	001-39058	10.3	09/7/2022
99.2	Amendment to the Peloton Interactive, Inc. 2019 Equity Incentive Plan.	8-K	001-39058	10.1	12/12/2023
99.3	2019 Employee Stock Purchase Plan and form of subscription agreement thereunder.	S-8	333-233941	4.8	09/26/2019
107	Filing fee table.	X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 22nd day of August 2024.

PELOTON INTERACTIVE, INC.

/s/ Tammy Albarrán

Tammy Albarrán Chief Legal Officer and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints the Company's Chief Financial Officer, currently Elizabeth Coddington, and the Company's Chief Legal Officer and Corporate Secretary, currently Tammy Albarrán, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8) and all documents relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or advisable to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
By:	/s/ Karen Boone	Interim Co-President, Interim Co-Chief Executive Officer and Director (Co- Principal Executive Officer)	August 22, 2024
Karen Boone
By:	/s/ Chris Bruzzo	Interim Co-President, Interim Co-Chief Executive Officer and Director (Co- Principal Executive Officer)	August 22, 2024
Chris Bruzzo
By:	/s/ Elizabeth Coddington	Chief Financial Officer (Principal Financial Officer)	August 22, 2024
Elizabeth Coddington

By:	/s/ Saqib Baig	Chief Accounting Officer (Principal Accounting Officer)	August 22, 2024
Saqib Baig
By:	/s/ Jon Callaghan	Director	August 22, 2024
Jon Callaghan
By:	/s/ Jay Hoag	Director	August 22, 2024
Jay Hoag
By:	/s/ Angel L. Mendez	Director	August 22, 2024
Angel L. Mendez
By:	/s/ Pamela Thomas-Graham	Director	August 22, 2024
Pamela Thomas-Graham