Notice of Settlement of Shareholder Derivative Actions

By: Peloton Interactive via GlobeNewswire

April 25, 2025 at 09:00 AM EDT

NEW YORK, April 25, 2025 (GLOBE NEWSWIRE) -- Peloton Interactive, Inc. (NASDAQ: PTON) today released the following pursuant to an Order of the U.S. District Court for the Eastern District of New York.

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

IN RE PELOTON INTERACTIVE, INC., DERIVATIVE LITIGATION	Case No. 1:21-cv-02862-CBA-PK District Judge Carol B. Amon Magistrate Judge Peggy Kuo

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION

TO: ALL OWNERS OF THE COMMON STOCK OF PELOTON INTERACTIVE, INC. (“PELOTON” OR THE “COMPANY”) CURRENTLY AND AS OF NOVEMBER 15, 2024:

IF YOU ARE A RECORD OR BENEFICIAL OWNER AND WERE A RECORD OR BENEFICIAL OWNER OF PELOTON COMMON STOCK AS OF NOVEMBER 15, 2024, PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE ABOVE-REFERENCED LITIGATION.

THIS ACTION IS NOT A “CLASS ACTION.” THUS, THERE IS NO COMMON FUND UPON WHICH YOU CAN MAKE A CLAIM FOR A MONETARY PAYMENT.

PLEASE TAKE NOTICE that the parties to the above-captioned stockholder derivative action, as well as the parties to the stockholder derivative actions styled In re Peloton Interactive, Inc. Stockholder Derivative Litigation, Consol. Case No. 2022-1051-KSJM (Del. Ch.) (the “Chancery Derivative Action”) and Blackburn v. Foley, Case No. 22-cv-01618-GBW (D. Del.) (the “Blackburn Derivative Action”), have reached an agreement to settle the putative derivative claims brought on behalf of and for the benefit of Peloton.

The terms of the settlement are set forth in a Stipulation of Settlement dated November 15, 2024 (the “Stipulation”).¹ This notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the U.S. District Court for the Eastern District of New York. A link to the text of the Stipulation and the full-length Notice of Pendency and Proposed Settlement of Stockholder Derivative Action may be found on the Investor Relations page of Peloton’s website at https://investor.onepeloton.com/legalinfo.

Under the terms of the Stipulation, as a part of the proposed Settlement, Peloton will adopt implement, and/or maintain certain corporate governance enhancements, which all parties agree confer substantial benefits upon Peloton.

In light of the substantial benefits conferred upon Peloton by Plaintiffs’ Counsel’s efforts, Defendants shall cause their insurers to pay Plaintiffs’ Counsel's attorneys’ fees, costs, and expenses of $1,750,000, subject to Court approval.

A hearing will be held on June 13, 2025 at 11:00 a.m., before the Honorable Carol Bagley Amon at the U.S. District Court for the Eastern District of New York, at the Theodore Roosevelt Court House, 225 Cadman Plaza East, Brooklyn, NY 11201 (the “Final Settlement Hearing”), during which the Court will determine whether to approve the settlement.

Any Peloton stockholder has a right, but is not required, to appear and to be heard at the Final Settlement Hearing, provided that he, she, they, or it is a stockholder of record or beneficial owner of Peloton common stock and was a stockholder of record or beneficial owner of Peloton common stock as of November 15, 2024 and continues to hold the stock as of the date of the Final Settlement Hearing. Any Peloton stockholder who satisfies this requirement may enter an appearance through counsel of such stockholder’s own choosing and at such stockholder’s own expense, or may appear on their own. However, you shall not be heard at the Final Settlement Hearing unless, no later than May 30, 2025, you have filed with the Court a written notice of objection containing the following information:

Your name, legal address, and telephone number;
The case name and number (In re Peloton Interactive, Inc., Derivative Litigation, Case No. 1:21-cv-02862-CBA-PK);
Proof that you are a Peloton stockholder currently and as of November 15, 2024;
Documentary evidence of the date(s) you acquired your Peloton shares;
A statement of each objection being made;
Notice of whether you intend to appear at the Final Settlement Hearing (you are not required to appear); and
Copies of any papers you intend to submit to the Court, along with the names of any witness(es) you intend to call to testify at the Final Settlement Hearing and the subject(s) of their testimony.

If you wish to object to the proposed Settlement, you must file the written objection described above with the Court on or before May 30, 2025. All written objections and supporting papers must be filed with the Clerk of the Court, U.S. District Court for the Eastern District of New York, at the Theodore Roosevelt Court House, 225 Cadman Plaza East, Brooklyn, NY 11201 and served by that date upon each of the following Settling Parties’ counsel:

Counsel for Plaintiffs:

Gregory M. Nespole
LEVI & KORSINSKY, LLP
55 Broadway, 10th Floor
New York, NY 10006

and

Timothy Brown
THE BROWN LAW FIRM, P.C.
767 Third Avenue, Suite 2501
New York, NY 10017

and

David. C. Katz
WEISS LAW
305 Broadway, 7th Floor
New York, NY 10007

and

Phillip Kim
THE ROSEN LAW FIRM, P.A.
275 Madison Avenue, 40^th Floor
New York, NY 10016

Counsel for Nominal Defendant Peloton Interactive, Inc. and Defendants Erik Blachford, Karen Boone, Jon Callaghan, Howard Draft, John Foley, Jay Hoag, William Lynch, Pamela Thomas-Graham, Thomas Cortese, Hisao Kushi, Jill Woodworth, and Mariana Garavaglia:

Andrew B. Clubok
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 10020

Michele D. Johnson
LATHAM & WATKINS LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626

Nicholas J. Siciliano
LATHAM & WATKINS LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611

Whitney Weber
LATHAM & WATKINS LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111

YOUR WRITTEN OBJECTIONS MUST BE POSTMARKED OR ON FILE WITH THE CLERK OF THE COURT NO LATER THAN MAY 30, 2025.

Only stockholders who have filed and served valid and timely written notices of objection will be entitled to be heard at the Final Settlement Hearing unless the Court orders otherwise. If you fail to object in the manner and within the time prescribed above you shall be deemed to have waived your right to object (including the right to appeal) and shall forever be barred, in this proceeding or in any other proceeding, from raising such objection(s).

Because the Settlement involves the resolution of Derivative Actions, which were brought on behalf of and for the benefit of the Company, and not individual or class actions on behalf of Peloton stockholders, the benefits from the Settlement will go to Peloton. Individual Peloton stockholders will not receive any direct payment from the Settlement.

ACCORDINGLY, THERE IS NO PROOF OF CLAIM FORM FOR STOCKHOLDERS TO SUBMIT IN CONNECTION WITH THIS SETTLEMENT.

STOCKHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO THIS NOTICE.

Inquiries may be made to Plaintiffs’ Counsel: Timothy Brown, Esq., The Brown Law Firm, P.C., 767 Third Avenue, Suite 2501, New York, NY 10017, telephone: (516) 922-5427; David C. Katz, Esq., Weiss Law, 305 Broadway, 7th Floor, New York, NY 10007, telephone: (212) 682-3025; Phillip Kim, Esq., The Rosen Law Firm, P.A., 275 Madison Avenue, 40^th Floor, New York, NY 10016, telephone: (212) 686-1060; Gregory M. Nespole, Esq., Levi & Korsinsky, LLP, 55 Broadway, 10th Floor, New York, NY 10006, telephone: (212) 363-7500.

PLEASE DO NOT CONTACT THE COURT, PELOTON, OR DEFENDANTS REGARDING THIS NOTICE

Dated: April 25, 2025
BY ORDER OF THE UNITED STATES DISTRICT COURT OF THE EASTERN DISTRICT OF NEW YORK

About Peloton

Peloton (NASDAQ: PTON) provides Members with world-class equipment, ground-breaking software, expert human instruction, and the world’s most supportive fitness community. Founded in 2012 and headquartered in New York City, Peloton has millions of Members across the US, UK, Canada, Germany, Australia, and Austria. For more information, visit www.onepeloton.com.

Media Contact
Letena Lindsay
press@onepeloton.com

Investor Relations Contact
James Marsh
investor@onepeloton.com

¹ All capitalized terms herein have the same meanings as set forth in the Stipulation.