What the changes say
- Growth now depends on scaling micro-stores, retail partners, commercial fitness, and connected wellness and recovery offerings.
- Content production remains concentrated in New York City and London studios and depends heavily on retaining creative Instructors.
- The filing highlights renewed product-recall costs, internal-control challenges verifying inventory, and limited shareholder returns from no dividends or repurchases.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
Our strategy depends on successfully scaling revenue across multiple channels, product categories, and customer segments, including in commercial markets and in the broader connected wellness and recovery space. If we fail to execute on these priorities, our growth, brand, and financial performance may suffer
Expanding across retail, micro-stores, commercial fitness, and connected wellness could miss sales or margin targets and leave costly showroom leases.
- NewRisks Related to Our Business
We rely on access to our production studios (or alternate venues) and the creativity of our fitness Instructors to generate content. If we are unable to access or use our studios, or if our Instructors do not generate content that engages our Members, our business could be adversely affected
Studio incidents in New York or London, or Instructor departures, could reduce the quality or availability of new Member content.
- NewRisks Related to Our Business
to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources
Control weaknesses, including difficulty verifying inventory held by last-mile partners, could cause reporting failures, restatements, litigation, or investigations.
- NewRisks Related to Our Connected Fitness Products and Members
experience, tarnish our brand reputation or make our products and services unsafe and create a risk of environmental or property damage and/or personal injury. Our products have been, and may in the future be, subject to product liability and product recall
Product defects or safety incidents could trigger redesigns, recalls, enforcement, and material uninsured costs, including for Bike and Bike+ units.
- NewRisks Related to Our Intellectual Property
guaranteed payments against royalties could be recouped against our actual content costs incurred over the term of the license agreement. To the extent that our estimates underperform relative to our expectations, and our content costs do not exceed such guaranteed payments, our margins may be adversely affected
Most-favored-nations clauses, consent requirements, and unauthorized uses in content licenses could increase payments, restrict new initiatives, or terminate content rights.
- NewRisks Related to the Ownership of Our Class A Common Stock
We do not pay dividends and historically have not repurchased our Class A common stock
Peloton does not pay dividends or repurchase Class A shares, so investors may depend entirely on future share-price appreciation.
Dropped
- DroppedRisks Related to Our Business
The connected fitness market is relatively new and, if the general market and specific demand for our products and services does not resume growth, or fails to grow as much as we expect, our business, financial condition, and operating results may be adversely affected
- DroppedRisks Related to Our Business
modifications and upgrades or expand the functionality of our information technology systems, we could experience increased costs associated with diminished productivity and operating inefficiencies related to the flow of goods through our supply chain
- DroppedRisks Related to Our Business
In the future, we may maintain or further increase our reliance on third-party suppliers, manufacturers, independent contractors and other logistics partners. If any of these parties do not perform their obligations or meet the expectations of us or our Members, our brand, reputation and business could suffer
- DroppedRisks Related to Our Business
We derive a substantial portion of our revenue from sales of our Connected Fitness Products. A further decline in sales of our Connected Fitness Products would negatively affect our future revenue and operating results
- DroppedRisks Related to Our Business
Increases in component costs, long lead times, supply shortages, customs detentions, tariffs and other trade restrictions and supply changes could disrupt our supply chain and have an adverse effect on our business, financial condition, and operating results
- DroppedRisks Related to Our Business
To address our material weaknesses, we made changes to our program and controls, as set forth in further detail in Part II, Item 9A “Controls and Procedures” with respect to the remediated inventory and Precor business process environment material weaknesses
Covered uncertain growth and consumer adoption in the relatively new connected fitness market.
- DroppedRisks Related to Our Business
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected
- DroppedRisks Related to Laws, Regulation, and Legal Proceedings
jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views with respect to, among other things, the manner in which the arm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property
Reworded
- 95% rewrittenRisks Related to Our Connected Fitness Products and Members
Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our Connected Fitness Products
The risk now identifies tin, tungsten, tantalum, and gold, applies to Precor equipment, and quantifies compliance activities as additional costs.
Was: Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our products
- 92% rewrittenRisks Related to Our Business
If we are unable to anticipate consumer preferences and successfully develop and offer new or updated products and services in a timely manner, or effectively manage their introduction, our business may be adversely affected
The focus shifts from growing the Subscriber base to Connected Fitness Product revenue, Subscription growth and retention, faster competitors, and lower-priced alternatives.
Was: If we are unable to anticipate consumer preferences and successfully develop and offer new, innovative, and updated products and services in a timely manner, or effectively manage the introduction of new or enhanced products and services, our business may be adversely affected
- 92% rewrittenRisks Related to Our Business
We have incurred operating losses in the past, may incur operating losses in the future, and may not maintain profitability in the future
The company now reports fiscal 2026 net income but warns profitability may not persist amid higher investment, weaker demand, fewer subscribers, and competition.
Was: We have incurred operating losses in the past, may incur operating losses in the future, and may not achieve or maintain profitability in the future
- 90% rewrittenRisks Related to Our Business
Stockholder activism could disrupt our business, cause us to incur significant expenses, hinder execution of our business strategy, and impact our stock price
The risk drops explicit reputation and stock-price effects, while emphasizing business-strategy disruption, employee relationships, and advisory, legal, and other campaign costs.
- 90% rewrittenRisks Related to Our Business
Our business could be adversely affected by an accident, safety incident, or workforce disruption
The risk now specifically covers warehouse, manufacturing, and delivery operations, third-party injuries, and reputational harm or distraction from union organizing.
- 89% rewrittenRisks Related to Our Connected Fitness Products and Members
Our products and services may be affected from time to time by design and manufacturing defects or product safety issues, real or perceived, that could adversely affect our business and result in harm to our reputation
The provided text retains the prior defect, component, manufacturing-partner, and post-market detection risks, but the new excerpt ends before the conclusion.
- 80% rewrittenRisks Related to Our Business
We may not successfully execute or achieve the expected benefits of our restructuring initiatives and other cost-saving measures we may take in the future, and our efforts may result in further actions and/or additional asset impairment charges and adversely affect our business
The risk removes the specific August 2025 headcount-reduction description and emphasizes uncertainty over targeting and scaling future cost-saving actions.
- 72% rewrittenRisks Related to the Ownership of Our Class A Common Stock
The dual class structure of our common stock may adversely affect the trading market for our Class A common stock
The risk adds criticism from other third parties and removes the prior-year discussion that Peloton pays no dividends.
- 66% rewrittenRisks Related to Our Business
Any major disruption or failure of our information technology systems or websites, or our failure to successfully implement upgrades and new technology effectively, could adversely affect our business and operations
- 66% rewrittenRisks Related to Our Business
Our operating results have been, and could in the future be, adversely affected if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory
- 56% rewrittenRisks Related to Our Business
We rely on a limited number of suppliers, contract manufacturers, and logistics partners for our Connected Fitness Products. A loss of any of these partners or an interruption or inability of these partners to satisfy our demand needs could negatively affect our business
- 55% rewrittenRisks Related to Our Business
We depend upon third-party licenses for the use of music in our content. An adverse change to, loss of, or claim that we do not hold necessary licenses may have an adverse effect on our business, operating results, and financial condition
- 53% rewrittenRisks Related to Service Providers and Our Employees
Our future success depends on the continuing efforts of our key employees, including our Instructors, and our ability to attract and retain highly skilled personnel and senior management
Was: Our future success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel and senior management
- 48% rewrittenRisks Related to Laws, Regulation, and Legal Proceedings
From time to time, we may be subject to legal proceedings, government inquiries or investigations, or disputes that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results
- 45% rewrittenRisks Related to Our Business
We may be unable to attract and retain Subscriptions, which could have an adverse effect on our business and rate of growth
Was: We may be unable to attract and retain Subscribers, which could have an adverse effect on our business and rate of growth
- 39% rewrittenRisks Related to Laws, Regulation, and Legal Proceedings
Changes in legislation in the U.S. and foreign taxation of international business activities or the adoption of other tax reform policies, as well as the application of such laws, could adversely impact our financial position and operating results
Was: Changes in legislation in U.S. and foreign taxation of international business activities or the adoption of other tax reform policies, as well as the application of such laws, could adversely impact our financial position and operating results
- 38% rewrittenRisks Related to Laws, Regulation, and Legal Proceedings
Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations
- 36% rewrittenRisks Related to Our Business
Covenants in the credit agreement and the security agreement governing our Term Loan (as defined below) and revolving credit facility may restrict our operations, and if we do not effectively manage our business to comply with these covenants, our financial condition could be adversely impacted
- 34% rewrittenRisks Related to Our Intellectual Property
We cannot compel music rights holders to license their rights to us, and our business may be adversely affected if our access to music is limited. The concentration of control of content by major music licensors means that the actions of one or a few licensors may adversely affect our ability to provide our service
- 32% rewrittenRisks Related to Our Business
Expansion into international markets will expose us to significant risks
- 32% rewrittenRisks Related to Our Business
Our integration and operation of Precor presents risks and we may not realize our anticipated strategic and financial goals from our ownership of Precor
Was: Our integration of Precor presents risks and we may not realize our anticipated strategic and financial goals from our ownership of Precor
- 32% rewrittenRisks Related to Our Business
Changes in trade policies in the U.S. and internationally, including the imposition of tariffs, have had, and may continue to have, an adverse effect on our business, financial condition and results of operations
- 30% rewrittenRisks Related to Our Business
We have limited control over our suppliers, contract manufacturers, and logistics partners, which may subject us to significant risks, including the potential inability to produce or obtain quality products and services on a timely basis or in sufficient quantity
- 30% rewrittenRisks Related to the Ownership of Our Class A Common Stock
The market price of our Class A common stock has been, and will likely continue to be, volatile
Was: The stock price of our Class A common stock has been, and will likely continue to be, volatile and you could lose all or part of your investment
- 30% rewrittenRisks Related to Our Business
If we are unable to anticipate appropriate pricing levels for our Connected Fitness Products and subscriptions, our business could be adversely affected
- 29% rewrittenRisks Related to the Ownership of Our Class A Common Stock
Sales of a substantial amount of our Class A common stock in the public markets, or the perception that such sales might occur, could cause the price of our Class A common stock to decline
- 29% rewrittenRisks Related to the Ownership of Our Class A Common Stock
Our restated certificate of incorporation and second amended and restated bylaws contain exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees
- 29% rewrittenRisks Related to Our Business
Changes in how we market our products and services could adversely affect our marketing expenses and subscription levels
- 23% rewrittenRisks Related to Our Business
We track certain operational and business metrics with internal methods that are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business
- 22% rewrittenRisks Related to Our Business
Our ability to achieve our current or future environmental, social and governance objectives, targets or goals, is subject to numerous risks, many of which are outside of our control
All 74 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01We have incurred operating losses in the past, may incur operating losses in the future, and may not maintain profitability in the future92% rewritten
- 02We may be unable to attract and retain Subscriptions, which could have an adverse effect on our business and rate of growth45% rewritten
- 03Our operating results have been, and could in the future be, adversely affected if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory66% rewritten
- 04We may not successfully execute or achieve the expected benefits of our restructuring initiatives and other cost-saving measures we may take in the future, and our efforts may result in further actions and/or additional asset impairment charges and adversely affect our business80% rewritten
- 05Our strategy depends on successfully scaling revenue across multiple channels, product categories, and customer segments, including in commercial markets and in the broader connected wellness and recovery space. If we fail to execute on these priorities, our growth, brand, and financial performance may sufferNew
- 06If we are unable to anticipate consumer preferences and successfully develop and offer new or updated products and services in a timely manner, or effectively manage their introduction, our business may be adversely affected92% rewritten
- 07Our past financial results may not be indicative of our future performance
- 08Our success depends on our ability to maintain the value and reputation of the Peloton brand
- 09Changes in trade policies in the U.S. and internationally, including the imposition of tariffs, have had, and may continue to have, an adverse effect on our business, financial condition and results of operations32% rewritten
- 10Any major disruption or failure of our information technology systems or websites, or our failure to successfully implement upgrades and new technology effectively, could adversely affect our business and operations66% rewritten
- 11Our growing use of artificial intelligence and machine learning technologies may present additional risks and challenges, which could result in reputational and competitive harm, legal liability and adversely affect our results of operations
- 12We rely on a limited number of suppliers, contract manufacturers, and logistics partners for our Connected Fitness Products. A loss of any of these partners or an interruption or inability of these partners to satisfy our demand needs could negatively affect our business56% rewritten
- 13We have limited control over our suppliers, contract manufacturers, and logistics partners, which may subject us to significant risks, including the potential inability to produce or obtain quality products and services on a timely basis or in sufficient quantity30% rewritten
- 14We operate in a highly competitive market, and we may be unable to compete successfully against existing and future competitors
- 15We depend upon third-party licenses for the use of music in our content. An adverse change to, loss of, or claim that we do not hold necessary licenses may have an adverse effect on our business, operating results, and financial condition55% rewritten
- 16Our business could be adversely affected by an accident, safety incident, or workforce disruption90% rewritten
- 17Our business has historically been, and may continue to be, affected by seasonality
- 18Our operating results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict
- 19Our passion and focus on delivering a high-quality and engaging Peloton experience may not maximize short-term financial results, which may conflict with the market’s expectations and could result in decreases in our stock price
- 20Our integration and operation of Precor presents risks and we may not realize our anticipated strategic and financial goals from our ownership of Precor32% rewritten
- 21Expansion into international markets will expose us to significant risks32% rewritten
- 22We rely on access to our production studios (or alternate venues) and the creativity of our fitness Instructors to generate content. If we are unable to access or use our studios, or if our Instructors do not generate content that engages our Members, our business could be adversely affectedNew
- 23As part of our business strategy, we have made and, in the future, may make investments in other companies, products, or technologies, including acquisitions that may result in our entering markets or lines of business in which we do not currently have expertise
- 24We are subject to payment processing risk
- 25Cybersecurity risks could adversely affect our business and disrupt our operations
- 26Our Member engagement on mobile devices and through television depends upon effective operation with mobile and streaming device operating systems, networks, and standards that we do not control
- 27If we are unable to anticipate appropriate pricing levels for our Connected Fitness Products and subscriptions, our business could be adversely affected30% rewritten
- 28Changes in how we market our products and services could adversely affect our marketing expenses and subscription levels29% rewritten
- 29An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services
- 30Our revenue could decline due to changes in credit markets and decisions made by credit providers
- 31We have a limited operating history with which to predict the profitability of our subscription model. Additionally, we may introduce new revenue models in the future
- 32We track certain operational and business metrics with internal methods that are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business23% rewritten
- 33We or our subscribers may be subject to sales and other taxes, and we may be subject to liabilities on past sales for taxes, surcharges, and fees
- 34Covenants in the credit agreement and the security agreement governing our Term Loan (as defined below) and revolving credit facility may restrict our operations, and if we do not effectively manage our business to comply with these covenants, our financial condition could be adversely impacted36% rewritten
- 35to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resourcesNew
- 36Failure to maintain effective internal control over our financial and management systems may strain our resources, divert management’s attention, and impact our ability to attract and retain executive management and qualified board members
- 37We are exposed to changes to the global macroeconomic environment beyond our control, including fluctuations in inflation and foreign currency exchange rates
- 38Stockholder activism could disrupt our business, cause us to incur significant expenses, hinder execution of our business strategy, and impact our stock price90% rewritten
- 39Our ability to achieve our current or future environmental, social and governance objectives, targets or goals, is subject to numerous risks, many of which are outside of our control22% rewritten
- 40Our business is subject to the risk of earthquakes, fire, power outages, floods, hurricanes, public health crises, ransomware and other cybersecurity attacks, labor disputes, and other catastrophic events, and to interruption by man-made problems such as terrorism and international geopolitical conflicts
Risks Related to Our Connected Fitness Products and Members
- 41Our products and services may be affected from time to time by design and manufacturing defects or product safety issues, real or perceived, that could adversely affect our business and result in harm to our reputation89% rewritten
- 42experience, tarnish our brand reputation or make our products and services unsafe and create a risk of environmental or property damage and/or personal injury. Our products have been, and may in the future be, subject to product liability and product recallNew
- 43Our Members use their Connected Fitness Products, subscriptions, and fitness accessories to track and record their workouts. If our products fail to provide accurate metrics and data to our Members, our brand and reputation could be harmed, and we may be unable to retain our Members
- 44If we fail to offer high-quality Member support, our business and reputation will suffer
- 45We may be subject to warranty claims that could result in significant direct or indirect costs, or we could experience greater product returns than expected, either of which could have an adverse effect on our business, financial condition, and operating results
- 46Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our Connected Fitness Products95% rewritten
Risks Related to Laws, Regulation, and Legal Proceedings
- 47From time to time, we may be subject to legal proceedings, government inquiries or investigations, or disputes that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results48% rewritten
- 48We collect, store, process, and use personal and other data, which subjects us to legal obligations and laws and regulations related to security and privacy, and any actual or perceived failure to meet those obligations could harm our business
- 49We are subject to global trade-related laws and regulations for the export and import of goods, articles, materials and technology, as well as forced labor and economic sanctions regulations that could subject us to liability, detention of goods, and impair our ability to compete in international markets
- 50Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences
- 51Changes in legislation in the U.S. and foreign taxation of international business activities or the adoption of other tax reform policies, as well as the application of such laws, could adversely impact our financial position and operating results39% rewritten
- 52Our ability to use our net operating loss to offset future taxable income may be subject to certain limitations38% rewritten
Risks Related to Our Intellectual Property
- 53Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services, and brand
- 54We have been, and in the future may be, sued by third parties for alleged infringement of their intellectual property rights, including by music rights holders
- 55We cannot compel music rights holders to license their rights to us, and our business may be adversely affected if our access to music is limited. The concentration of control of content by major music licensors means that the actions of one or a few licensors may adversely affect our ability to provide our service34% rewritten
- 56guaranteed payments against royalties could be recouped against our actual content costs incurred over the term of the license agreement. To the extent that our estimates underperform relative to our expectations, and our content costs do not exceed such guaranteed payments, our margins may be adversely affectedNew
- 57We face risk of unforeseen costs and potential liability in connection with content we produce, license, and distribute
- 58Some of our products and services contain open source software, which may pose particular risks to our proprietary software, technologies, products, and services in a manner that could harm our business
Risks Related to Service Providers and Our Employees
- 59We rely heavily on third parties for most of our computing, storage, processing, and similar services, and for last mile distribution and Member support. Any disruption of or interference with our use of these third-party services could have an adverse effect on our business, financial condition, and operating results
- 60Any of these factors could further reduce our revenue, subject us to liability, and cause our subscribers to decline to renew their subscriptions, any of which could have an adverse effect on our business, financial condition, and operating results
- 61Our future success depends on the continuing efforts of our key employees, including our Instructors, and our ability to attract and retain highly skilled personnel and senior management53% rewritten
- 62If we cannot maintain our culture, we could lose the innovation, teamwork, and passion that we believe contribute to our success and our business may be harmed
Risks Related to the Ownership of Our Class A Common Stock
- 63The market price of our Class A common stock has been, and will likely continue to be, volatile30% rewritten
- 64Sales of a substantial amount of our Class A common stock in the public markets, or the perception that such sales might occur, could cause the price of our Class A common stock to decline29% rewritten
- 65The dual class structure of our common stock may adversely affect the trading market for our Class A common stock72% rewritten
- 66We do not pay dividends and historically have not repurchased our Class A common stockNew
- 67Provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management
- 68Our restated certificate of incorporation and second amended and restated bylaws contain exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees29% rewritten
- 69Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder
- 70Short sellers of our stock may be manipulative and may drive down the market price of our Class A common stock
Risks Related to Our Indebtedness
- 71The Notes are effectively subordinated to our existing and future secured indebtedness and structurally subordinated to the liabilities of our subsidiaries
- 72Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Notes
- 73We may be unable to raise the funds necessary to repurchase the Notes for cash following a fundamental change or to pay any cash amounts due upon conversion, and our other indebtedness limits our ability to repurchase the Notes or pay cash upon their conversion
- 74We may require additional capital to support business growth and objectives, and this capital might not be available to us on reasonable terms, if at all, and may result in stockholder dilution
Other Peloton Interactive 10-Ks
- FY2025 10-K risk factors76 risks
Peloton faces primary risks from history of operating losses, subscriber retention challenges, and reliance on third-party contract manufacturers and suppliers.
Filed Aug 07, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.