Peloton Interactive, Inc. PTON
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Aug 7, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
16 paragraphs in Risk Factors of the 10-K filed Aug 6, 2026 with nothing like them in the 10-K filed Aug 7, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
We have in recent periods experienced, and may continue to experience decreases in consumer demand, resulting in inventory write-downs or write-offs, excess inventory, and discounted product sales that lower our gross margins. In periods of low demand, we may be unable to renegotiate supplier agreements or fully utilize firm purchase commitments, creating loss contingencies for non-cancellable contracts. Disputes with our inventory supply partners regarding these agreements have, in certain instances, resulted, and may in the future result in, litigation, which could result in adverse judgments, settlements or other litigation-related costs as well as disruptors requiring management attention. Furthermore, demand volatility and inventory imbalances could trigger unexpected goodwill or long-lived asset impairment evaluations, potentially resulting in charges to earnings.
We continue to take actions intended to address the short-term health of our business as well as our long-term objectives based on our current estimates, assumptions and forecasts. These measures are subject to known and unknown risks and uncertainties, including whether we have targeted the appropriate areas for our cost-saving efforts and at the appropriate scale, and whether, if required in the future, we will be able to
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.
We sell connected fitness products, subscriptions, content, and apparel through direct e-commerce, third-party retail partners, owned micro-store showrooms, and our Commercial Business Unit. Our growth depends on effectively allocating resources across these channels and adapting our go-to-market approach as consumer demand and competitive dynamics shift, particularly as we expand our holistic wellness solutions.
We have substantially reduced our legacy retail showroom footprint and are transitioning to smaller-format micro-stores and third-party retail partnerships. If these channels do not generate the sales volumes we anticipate, or if we are unable to maintain favorable commercial terms with our retail partners, our revenue and margins could be adversely affected. Our ability to exit remaining legacy showroom leases may be limited by timing and cost under the applicable lease terms.
Through the integration of Precor and Peloton for Business into our Commercial Business Unit, we are expanding into the commercial fitness market with products engineered for high-traffic gym, hospitality, and corporate environments. This expansion requires coordination across hardware engineering, software, content, sales, and service capabilities, and there is no assurance that the commercial fitness market will adopt our products at the scale or pace we expect, or that the integration will deliver the anticipated commercial benefits.
The integrated nature of our business model, in which we design connected fitness products, develop proprietary software (including our mobile applications and platforms like Peloton IQ, Strength+, and Breathwrk), produce original programming and content, and operate across consumer and commercial channels, creates interdependencies across our value chain. As we broaden our offerings to address more of our Members’ total wellness, sleep, and recovery needs, disruption, underperformance, or failure to attract and retain Subscriptions in any one area can affect the consumer and member experience that is central to our brand, subscriber retention, and overall financial performance.
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). We are closely monitoring updates from U.S. Customs and Border Protection (“CBP”), and have submitted our IEEPA tariff refund claim. While IEEPA tariffs are no longer effective, we are currently subject to Section 122 tariffs of 10%. On April 2, 2026, the President issued a presidential proclamation modifying the application of Section 232 tariffs on steel, aluminum, and their derivative products, which, among other things, removed fitness equipment from the scope of those tariffs. As a result, as of April 6, 2026, the steel and aluminum content in our Connected Fitness Products is no longer subject to Section 232 tariffs of 50%. Our ability to obtain any tariff refunds or rebates, and the timing and amount thereof, is subject to regulatory uncertainty and cannot be assured.
The U.S. Trade Representative (“USTR”) is conducting multiple investigations under Section 301 of the Trade Act of 1974, including into the forced labor import practices and structural excess manufacturing capacity of U.S. trading partners. USTR has proposed tariff rates of 10% to 12.5% following its investigation into forced labor practices. If the USTR determines that the practices under its excess manufacturing capacity investigation are actionable, additional ad valorem tariffs could be imposed. We are actively monitoring the progress and outcomes of these investigations.
•We may have difficulties managing Precor as a separate entity, including with respect to its operations, technologies and lines of business, retaining and appointing key personnel, and maintaining effective corporate governance and oversight of Precor;
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In addition to relying on critical information technology systems, we collect, maintain and transmit data about employees, suppliers, Members and others, including payment card data and personal information, as well as proprietary business information. Threats to the availability,
We track certain operational and business metrics, including Members, Ending Paid Connected Fitness Subscriptions, Average Net Monthly Paid Connected Fitness Subscription Churn, and Ending Paid App Subscription, with internal methods, which are not independently verified by any third-party and, including for the Peloton Apps, are often reliant upon an interface with mobile operating systems, networks and standards that
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.
•general economic conditions, including inflation, tariffs, interest rates, and foreign currency exchange rate fluctuations;
•sales of shares of our Class A common stock by us or our stockholders or repurchases of such shares by us pursuant to a share repurchase program.
We do not pay dividends and historically have not repurchased our Class A common stock.
Paragraphs in the 10-Q filed Nov 5, 2026 that were not in the one before
New in the latest 10-Q
29 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed May 7, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
• our ability to successfully execute our business strategy, including our commercial strategy;
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• our ability to attract and maintain subscribers and subscriptions (“Subscriptions”), including from channels such as secondary marketplaces over which we have limited control;
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• risks related to expansion into international markets, including political and economic instability of foreign markets;
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• the impact of macroeconomic conditions, including inflation, changes in consumer spending, recession, and rising interest rates, on demand for our products and services;
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• risks related to pending or future litigation, government investigations, and regulatory proceedings, including securities litigation, patent litigation, and product liability matters;
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Show the other 24
Financial statements and notes
Three Months Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Revenue: Connected Fitness Products $ 148.5 $ 152.4 Subscription 410.7 398.4 Total revenue 559.2 550.8 Cost of revenue: Connected Fitness Products 98.9 141.9 Subscription 117.7 125.2 Total cost of revenue 216.6 267.1 Gross profit 342.6 283.7 Operating expenses: Sales and marketing 76.6 66.8 General and administrative 92.4 100.8 Research and development 56.9 62.1 Impairment expense 0.8 8.3 Restructuring expense (0.6) 4.4 Total operating expenses 226.2 242.4 Income from operations 116.4 41.3 Other expense, net: Interest expense (30.4) (32.3) Interest income 10.7 9.8 Foreign exchange gain (loss) 1.1 (3.8) Other income (expense), net 0.1 (0.3) Total other expense, net (18.6) (26.7) Income before income taxes 97.7 14.6 Income tax expense 1.5 0.7 Net income $ 96.2 $ 13.9 Net income attributable to Class A and Class B common stockholders $ 96.2 $ 13.9 Earnings per share: Basic $ 0.22 $ 0.03 Diluted $ 0.19 $ 0.03 Weighted-average common shares outstanding: Basic 441,822,046 413,108,105 Diluted 525,438,792 430,004,926 Other comprehensive (loss) income: Change in foreign currency translation adjustment — 3.3 Total other comprehensive (loss) income — 3.3 Comprehensive income $ 96.2 $ 17.3
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Three Months Ended September 30, 2026 2025 Cash restructuring charges:(1) (in millions) ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Severance and other personnel costs $ (1.0) $ (0.4) Exit and disposal costs and professional fees 0.4 5.0 Total cash restructuring charges (0.6) 4.7 Non-cash restructuring charges:(1) Asset write-downs and write-offs $ (0.4) $ 7.2 Stock-based compensation expense — (0.2) Total non-cash restructuring charges (0.4) 7.0 Total $ (1.0) $ 11.7
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In February 2026, the 2026 Notes matured, and the Company repaid in cash the remaining $ 199.0 million aggregate principal amount.
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Future Minimum Payments Fiscal Year Ended June 30, (in millions) 2027 (remaining) $ 44.8 2028 71.0 2029 15.2 Total $ 131.0
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was issued on September 18, 2025. Consistent with the Second Circuit’s decision, the district court dismissed three defendants from the case on September 10, 2025. The remaining defendants filed a renewed motion to dismiss plaintiffs’ claims in full on October 15, 2025. On August 27, 2026, the district court granted defendants’ motion to dismiss the second amended complaint again and ordered plaintiffs to file any motion for leave to amend by September 28, 2026. On September 28, 2026, plaintiffs moved for leave to amend and to substitute the lead plaintiff.
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Based on management’s assessment of historical results and forecasts, management is continuously monitoring the weight of both positive and negative evidence. Based on these trends, it is reasonably possible that within the next 12 months, management may conclude that it is more likely than not that a substantial portion of these deferred tax assets will be realized. If such a determination is made, it would result in the recognition of net deferred tax assets on the Company’s Condensed Consolidated Balance Sheets and a corresponding benefit recorded within the income tax provision in the period of release. However, management’s judgment regarding future earnings and the exact timing and amount of any valuation allowance release are subject to change due to many factors, including but not limited to, future market conditions and the ability to successfully execute the Company’s business plans.
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Three Months Ended September 30, 2026 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── (in millions, except share and per share amounts) Basic earnings per share: Numerator: Net income $ 96.2 $ 13.9 Denominator: Weighted-average common shares outstanding, basic 441,822,046 413,108,105 Earnings per share, basic $ 0.22 $ 0.03 Diluted earnings per share: Numerator: Net income $ 96.2 $ 13.9 Add: Interest expense on convertible senior notes, net of tax 3.7 — Net income attributable to common stockholders, diluted $ 100.0 $ 13.9 Denominator: Weighted-average common shares outstanding, basic 441,822,046 413,108,105 Weighted-average effect of dilutive securities: Stock-based awards 7,164,146 16,896,821 Convertible senior notes 76,452,600 — Weighted average common shares outstanding, diluted 525,438,792 430,004,926 Earnings per share, diluted $ 0.19 $ 0.03
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On October 9, 2026, the Company made a voluntary principal repayment of $ 280.0 million in cash on the Term Loan. Following this payment, the aggregate principal balance outstanding under the Term Loan was $ 697.5 million.
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In September 2026, we announced a refresh of our consumer treadmill portfolio with the upcoming launch of the Peloton Tread Flex - our first folding treadmill - along with the Peloton Tread Vision and Peloton Tread+ Vision. Additionally, we began accepting orders for the Commercial Series Tread and Bike, our first Peloton-branded Bike and Tread designed for high-traffic gym environments.
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On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). U.S. Customs and Border Protection (“CBP”) subsequently launched the Consolidated Administration and Processing of Entries (“CAPE”) process to permit importers to seek refunds on previously paid IEEPA tariffs. The Company submitted refund claims in CAPE in June and October 2026 for IEEPA tariffs previously paid by the Company.
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During the three months ended September 30, 2026, the Company received refund payments for substantially all of the IEEPA tariffs previously paid, which we recognized as a reduction of Connected Fitness Products Cost of revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income, in accordance with ASC 450-30. Any interest on amounts received was recognized within Interest income in the Condensed Consolidated Statements of Operations and Comprehensive Income. We continue to closely monitor updates from CBP and will continue to recognize any IEEPA tariff refunds or related receivables when they are realized or realizable.
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Following the ruling on IEEPA tariffs, we were subject to Section 122 tariffs of 10%, which expired on July 23, 2026. Concurrently, effective July 24, 2026, the U.S. government imposed new tariffs of 10.0% to 12.5% on goods from approximately 60 economies under Section 301 of the Trade Act of 1974, including from economies where we have significant operations or commercial presence, such as Taiwan and China.
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Three Months Ended September 30, 2026 2025 Ending Paid Connected Fitness Subscriptions (in millions) 2.475 2.732 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Average Net Monthly Paid Connected Fitness Subscription Churn 1.7 % 1.6% Ending Paid App Subscriptions (in millions) 0.487 0.542 Subscription Gross Profit (in millions) $ 293.0 $273.2 Subscription Contribution (in millions)(1) $ 303.3 $289.1 Subscription Gross Margin 71.3 % 68.6% Subscription Contribution Margin(1) 73.8 % 72.6% Net income (in millions) $ 96.2 $13.9 Adjusted EBITDA (in millions)(2) $ 167.8 $118.3 Net cash provided by operating activities (in millions) $ 145.7 $71.9 Free Cash Flow (in millions)(3) $ 143.4 $67.4
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Three Months Ended September 30, 2026 2025 (in millions) ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Consolidated Statement of Operations Data: Revenue Connected Fitness Products $ 148.5 $ 152.4 Subscription 410.7 398.4 Total revenue 559.2 550.8 Cost of revenue(1)(2) Connected Fitness Products 98.9 141.9 Subscription 117.7 125.2 Total cost of revenue 216.6 267.1 Gross profit 342.6 283.7 Operating expenses Sales and marketing(1)(2) 76.6 66.8 General and administrative(1)(2) 92.4 100.8 Research and development(1)(2) 56.9 62.1 Impairment expense 0.8 8.3 Restructuring expense(1) (0.6) 4.4 Total operating expenses 226.2 242.4 Income from operations 116.4 41.3 Other expense, net: Interest expense (30.4) (32.3) Interest income 10.7 9.8 Foreign exchange gain (loss) 1.1 (3.8) Other income (expense), net 0.1 (0.3) Total other expense, net (18.6) (26.7) Income before income taxes 97.7 14.6 Income tax expense 1.5 0.7 Net income $ 96.2 $ 13.9
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We utilize a combination of in-house manufacturing and global sourcing with third-party manufacturing partners to build our products and accessories. These contract manufacturers and component suppliers acquire inventory and build products based on demand forecast
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The Company utilizes the asset and liability method for computing its income tax provision, which consists primarily of income taxes related to state and international taxes for jurisdictions in which the Company conducts business. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating loss, capital loss, and tax credit carryforwards, using enacted tax rates. Management makes estimates, assumptions, and judgments to determine the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes recovery of its deferred tax assets is not more-likely-than-not, a valuation allowance is established.
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The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.
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Based on management’s assessment of historical results and forecasts, management is continuously monitoring the weight of both positive and negative evidence. Based on these trends, it is reasonably possible that within the next 12 months, management may conclude that it is more likely than not that a substantial portion of these deferred tax assets will be realized. If such a determination is made, it would result in the recognition of net deferred tax assets on the Company’s Condensed Consolidated Balance Sheets and a corresponding benefit recorded within the income tax provision in the period of release. However, management’s judgment regarding future earnings and the exact timing and amount of any valuation allowance release are subject to change due to many factors, including but not limited to, future market conditions and the ability to successfully execute the Company’s business plans. The Company will continue to maintain a valuation allowance against deferred tax assets where we believe that it is more likely than not that they will not be realized.
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Market risk
periods presented in this Quarterly Report on Form 10-Q would not have had a material impact on our condensed consolidated financial statements.
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We have experienced fluctuations in our Net income, primarily as a result of transaction gains and losses related to the remeasurement of our intercompany asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. Fluctuations in exchange rates between U.S. dollars and the currencies in which these balances are denominated contributed to Foreign exchange gains of $1.1 million for the three months ended September 30, 2026, and Foreign exchange losses of $3.8 million for the three months ended September 30, 2025.
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Other information
On August 19, 2026, Charles Kirol, our Chief Operating Officer, entered into a pre-arranged stock trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Plan”). Mr. Kirol’s Rule 10b5-1 Plan provides for the potential sale of up to an aggregate of 280,947 shares of Class A common stock upon the vesting of certain restricted stock units (“RSUs”) between August 15, 2026 and August 15, 2027. Each RSU represents a contingent right to receive one share of Class A common stock.
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On September 5, 2026, Nicholas Caldwell, our Chief Product Officer, entered into a Rule 10b5-1 Plan. Mr. Caldwell’s Rule 10b5-1 Plan provides for the potential sale of up to an aggregate of (i) 35,225 shares of Class A common stock, (ii) 286,573 shares of Class A common stock upon the vesting of certain RSUs between November 15, 2026 and November 15, 2027, and (iii) 55,365 shares of Class A common stock upon the vesting of certain performance stock units (“PSUs”), which are expected to vest between November 15, 2026 and November 15, 2027, assuming the satisfaction of certain performance conditions. Each PSU represents a contingent right to receive one share of Class A common stock.
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Item 6
PELOTON INTERACTIVE, INC. Date: November 5, 2026 By: /s/ Peter Stern Peter Stern
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(Principal Executive Officer) Date: November 5, 2026 By: /s/ Siddharth Thacker Siddharth Thacker
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Aug 6, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Aug 6, 2026 that are in none of the 1 earlier 10-Ks stored, back to Aug 7, 2025
Where each one is used
- original series: We have been and may in the future be exposed to product-related liabilities, which in some instances have resulted in and may result in product redesigns, product recalls, or other corrective actions and enforcement risks. For example, in May 2021 we initiated a voluntary recall of our Original Series Tread+...
- retain subscriptions: We may be unable to attract and retain Subscriptions, which could have an adverse effect on our business and rate of growth.
- commercial fitness: Through the integration of Precor and Peloton for Business into our Commercial Business Unit, we are expanding into the commercial fitness market with products engineered for high-traffic gym, hospitality, and corporate environments. This expansion requires coordination across hardware engineering, software,...
- section tariffs: On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). We are closely monitoring updates from U.S. Customs and Border Protection (“CBP”), and have submitted our IEEPA tariff refund claim. While IEEPA tariffs are no...
- enforcement actions: We have been, currently are, or in the future may be, subject to claims, lawsuits, regulatory and government inquiries, investigations, demands, disputes, enforcement actions, and other proceedings involving matters that could adversely affect our business operations and financial condition. As our product...
- retail partners: We sell connected fitness products, subscriptions, content, and apparel through direct e-commerce, third-party retail partners, owned micro-store showrooms, and our Commercial Business Unit. Our growth depends on effectively allocating resources across these channels and adapting our go-to-market approach as...
- excess manufacturing: The U.S. Trade Representative (“USTR”) is conducting multiple investigations under Section 301 of the Trade Act of 1974, including into the forced labor import practices and structural excess manufacturing capacity of U.S. trading partners. USTR has proposed tariff rates of 10% to 12.5% following its investigation...
- manufacturing capacity: The U.S. Trade Representative (“USTR”) is conducting multiple investigations under Section 301 of the Trade Act of 1974, including into the forced labor import practices and structural excess manufacturing capacity of U.S. trading partners. USTR has proposed tariff rates of 10% to 12.5% following its investigation...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
33 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
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