Filed Pursuant to Rule 433 of the Securities Act of 1933
Issuer Free Writing Prospectus dated September 24, 2019
Relating to Preliminary Prospectus dated September 10, 2019
Registration No. 333-233482
Peloton Interactive, Inc.
Update and Supplement to Preliminary Prospectus
Dated September 10, 2019
This free writing prospectus relates to the initial public offering of Class A common stock of Peloton Interactive, Inc. (Peloton) and updates and supplements the preliminary prospectus dated September 10, 2019 (the Initial Preliminary Prospectus) that was included in Amendment No. 1 to the Registration Statement on Form S-1 relating to this offering of its Class A common stock. On September 24, 2019, Peloton filed Amendment No. 2 to the Registration Statement on Form S-1 relating to this offering of its Class A common stock (Amendment No. 2), which Amendment No. 2 includes an update to the Initial Preliminary Prospectus (the Updated Preliminary Prospectus). Amendment No. 2, including the Updated Preliminary Prospectus, may be accessed through the following link:
The Updated Preliminary Prospectus reflects (i) an increase in the aggregate purchase price of shares of Class A common stock that entities affiliated with TCV, an existing stockholder, have agreed to purchase from an aggregate purchase price of approximately $50.0 million, at a price per share equal to the initial public offering price, to an aggregate purchase price of approximately $100.0 million, at a price per share equal to the initial public offering price (the Private Placement Increase); (ii) changes related to the Private Placement Increase; and (iii) certain updates related to the Downtown Music Publg LLC, et. al v. Peloton Interactive, Inc. legal proceeding.
Please refer to the link above to Amendment No. 2 for all of the changes to the disclosure in the Updated Preliminary Prospectus.
Peloton has filed a registration statement (including the Updated Preliminary Prospectus) with the Securities and Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you should read the Updated Preliminary Prospectus in that registration statement and other documents Peloton has filed with the SEC for more complete information about Peloton and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, a copy of the Updated Preliminary Prospectus may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at email@example.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at firstname.lastname@example.org.