← Back to PTON filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
Peloton Interactive, Inc. · 10-K · FY 2026 · Period ended Jun 30, 2026
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 60
Consolidated Balance Sheets 63
Consolidated Statements of Operations and Comprehensive Income (Loss) 64
Consolidated Statements of Cash Flows 65
Consolidated Statements of Stockholders’ Deficit 67
Notes to Consolidated Financial Statements 68
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Peloton Interactive, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Peloton Interactive, Inc. (the Company) as of June 30, 2026 and 2025, the related consolidated statements of operations and comprehensive income (loss), stockholders' (deficit) and cash flows for each of the three years in the period ended June 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 6, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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Existence of Inventory
Description of the Matter At June 30, 2026, the Company held $135.4 million of inventory across its operations centers in the United States, Canada, Germany, the United Kingdom, and Australia. As described in Note 2 to the consolidated financial statements, inventories consist of finished goods and raw materials. Auditing the existence of inventory involved especially challenging auditor judgment due to the dispersion of inventory across numerous operations centers that are either leased and operated by the Company or that are operated by contracted third-party logistics providers. This results in a degree of auditor judgment in determining the extent of procedures to be performed to validate the existence of inventory. For example, there is judgment required in determining the operations centers at which to perform testing procedures.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s inventory count process. For example, we tested controls over management’s review of the Company’s adherence to inventory count policy, monitoring of the results of inventory counts performed throughout the year, and reconciliation of inventory count results to the general ledger. To test the existence of inventory at the balance sheet date, our audit procedures included, among others, performing test counts of inventory items at a sample of leased and operated operations centers and procedures to confirm and test inventory quantities held at operations centers operated by contracted third-party logistics providers. We compared our test counts and the quantities confirmed by the contracted third-party logistics providers to the Company’s records. We also tested inventory cutoff at the inventory count date by comparing a sample of inventory transactions from the Company’s records to the related supporting documentation.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2017.
New York, New York
August 6, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Peloton Interactive, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Peloton Interactive, Inc.’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Peloton Interactive, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2026 and 2025, the related consolidated statements of operations and comprehensive income (loss), stockholders’ (deficit) and cash flows for each of the three years in the period ended June 30, 2026, and the related notes and our report dated August 6, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
August 6, 2026
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PELOTON INTERACTIVE, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
June 30, June 30,
2026 2025
ASSETS
Current assets:
Cash and cash equivalents $ 1,206.6 $ 1,039.5
Accounts receivable, net 82.5 101.2
Inventories, net 135.4 205.6
Prepaid expenses and other current assets 64.9 91.3
Total current assets 1,489.4 1,437.6
Property and equipment, net 164.5 239.0
Intangible assets, net 11.7 5.6
Goodwill 44.0 41.2
Restricted cash 40.9 46.2
Operating lease right-of-use assets, net 284.0 338.9
Other assets 21.4 16.8
Total assets $ 2,055.9 $ 2,125.3
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 311.2 $ 372.7
Deferred revenue and customer deposits 139.5 150.7
Current portion of debt 10.0 208.5
Operating lease liabilities, current 62.5 70.1
Other current liabilities 1.8 2.0
Total current liabilities 525.0 803.9
Convertible senior notes, net of current portion 344.9 343.6
Term loan, net of current portion 944.2 946.9
Operating lease liabilities, non-current 347.7 407.5
Other non-current liabilities 33.7 37.2
Total liabilities 2,195.6 2,539.1
Commitments and contingencies (Note 12)
Stockholders’ deficit
Common stock, $0.000025 par value; 2,500,000,000 and 2,500,000,000 shares of Class A common stock authorized, 422,802,650 and 390,579,270 shares of Class A common stock issued and outstanding as of June 30, 2026 and June 30, 2025, respectively; 2,500,000,000 and 2,500,000,000 shares of Class B common stock authorized, 15,836,724 and 15,837,270 shares of Class B common stock issued and outstanding as of June 30, 2026 and June 30, 2025, respectively. — —
Additional paid-in capital 5,384.7 5,183.8
Accumulated other comprehensive income 15.0 5.1
Accumulated deficit (5,539.4) (5,602.6)
Total stockholders’ deficit (139.7) (413.8)
Total liabilities and stockholders’ deficit $ 2,055.9 $ 2,125.3
See accompanying notes to these consolidated financial statements.
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PELOTON INTERACTIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in millions, except share and per share amounts)
Fiscal Year Ended June 30,
2026 2025 2024
Revenue:
Connected Fitness Products $ 770.4 $ 817.1 $ 991.7
Subscription 1,675.6 1,673.7 1,708.7
Total revenue 2,446.0 2,490.8 2,700.5
Cost of revenue:
Connected Fitness Products 680.0 705.9 943.0
Subscription 479.3 516.6 551.0
Total cost of revenue 1,159.3 1,222.5 1,494.0
Gross profit 1,286.7 1,268.3 1,206.5
Operating expenses:
Sales and marketing 400.4 421.6 658.9
General and administrative 430.3 527.3 651.0
Research and development 242.8 234.2 304.8
Impairment expense 34.6 64.1 57.3
Restructuring expense 17.9 33.8 66.1
Supplier settlements — 23.5 (2.6)
Total operating expenses 1,126.0 1,304.5 1,735.5
Income (loss) from operations 160.7 (36.2) (529.0)
Other expense, net:
Interest expense (123.8) (134.5) (112.5)
Interest income 36.4 32.7 35.1
Foreign exchange (loss) gain (10.1) 22.4 —
Other (expense) income, net (0.2) 0.1 0.7
Net gain on debt refinancing — — 53.6
Total other expense, net (97.6) (79.3) (23.2)
Income (loss) before income taxes 63.1 (115.6) (552.1)
Income tax (benefit) expense (0.1) 3.4 (0.2)
Net income (loss) $ 63.2 $ (118.9) $ (551.9)
Net income (loss) attributable to Class A and Class B common stockholders $ 63.2 $ (118.9) $ (551.9)
Earnings (loss) per share:
Basic $ 0.15 $ (0.30) $ (1.51)
Diluted $ 0.14 $ (0.30) $ (1.51)
Weighted-average common shares outstanding:
Basic 424,726,220 390,037,997 365,546,334
Diluted 436,218,643 390,037,997 365,546,334
Other comprehensive income (loss):
Change in foreign currency translation adjustment 9.9 (10.9) (0.9)
Total other comprehensive income (loss) 9.9 (10.9) (0.9)
Comprehensive income (loss) $ 73.1 $ (129.8) $ (552.8)
See accompanying notes to these consolidated financial statements.
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PELOTON INTERACTIVE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Fiscal Year Ended June 30,
2026 2025 2024
Cash Flows from Operating Activities:
Net income (loss) $ 63.2 $ (118.9) $ (551.9)
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Depreciation and amortization expense 57.2 89.7 108.8
Stock-based compensation expense 198.6 229.6 311.7
Non-cash operating lease expense 49.8 54.5 66.2
Amortization of debt discount and issuance costs 9.5 9.1 14.2
Impairment expense 34.6 64.1 57.3
Loss on sale of subsidiary — — 3.8
Net foreign currency adjustments 10.1 (22.4) —
Gain on debt extinguishment of convertible notes — — (69.8)
Loss on debt extinguishment of term loan — — 7.5
Changes in operating assets and liabilities:
Accounts receivable 18.6 2.8 (7.0)
Inventories 81.3 136.5 163.0
Prepaid expenses and other current assets 34.2 66.6 42.6
Other assets (4.7) 4.4 1.7
Accounts payable and accrued expenses (71.1) (94.0) (95.5)
Deferred revenue and customer deposits (11.0) (13.5) (23.6)
Operating lease liabilities, net (77.3) (82.3) (90.8)
Other liabilities (5.5) 6.8 (4.4)
Net cash provided by (used in) operating activities 387.6 333.0 (66.1)
Cash Flows from Investing Activities:
Proceeds from sale of Peloton Output Park — 4.2 31.9
Capital expenditures (9.9) (9.3) (19.7)
Business combinations and asset acquisitions (11.4) — —
Proceeds from sales of subsidiary and net assets — — 14.6
Net cash (used in) provided by investing activities (21.4) (5.1) 26.8
Cash Flows from Financing Activities:
Principal repayment of term loan (10.0) (10.0) (742.5)
Payment of principal on convertible notes (199.0) — (724.9)
Proceeds from issuance of convertible notes, net of issuance costs — — 342.3
Proceeds from issuance of term loan, net of issuance costs — — 986.9
Proceeds from employee stock purchase plan withholdings 3.5 4.1 3.1
Proceeds from employee stock plans 0.6 11.2 41.2
Taxes withheld and paid on employee stock awards (2.2) (3.5) —
Principal repayments of finance leases (0.3) (0.1) (0.5)
Net cash (used in) provided by financing activities (207.6) 1.7 (94.4)
Effect of exchange rate changes 3.0 5.3 (1.0)
Net change in cash, cash equivalents, and restricted cash 161.7 334.9 (134.6)
Cash, cash equivalents, and restricted cash — Beginning of period 1,085.8 750.9 885.5
Cash, cash equivalents, and restricted cash — End of period $ 1,247.4 $ 1,085.8 $ 750.9
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Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 122.2 $ 127.2 $ 95.6
Cash paid for income taxes $ 5.5 $ 2.6 $ —
Term loan issuance costs recorded within Net loss $ — $ — $ 8.7
Supplemental Disclosures of Non-Cash Investing and Financing Information:
Accrued and unpaid capital expenditures, including software $ 0.3 $ 0.3 $ 0.1
See accompanying notes to these consolidated financial statements.
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PELOTON INTERACTIVE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(in millions)
Class A and Class B Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’ Deficit
Shares Amount
Balance - June 30, 2023 356.8 $ — $ 4,619.8 $ 16.8 $ (4,931.8) $ (295.1)
Activity related to stock-based compensation 18.6 $ — $ 324.5 $ — $ — $ 324.5
Issuance of common stock under employee stock purchase plan 0.9 — 4.3 — — 4.3
Other comprehensive loss — — — (0.9) — (0.9)
Net loss — — — — (551.9) (551.9)
Balance - June 30, 2024 376.3 $ — $ 4,948.6 $ 15.9 $ (5,483.7) $ (519.1)
Activity related to stock-based compensation 29.2 $ — $ 231.7 $ — $ — $ 231.7
Issuance of common stock under employee stock purchase plan 0.9 — 3.4 — — 3.4
Other comprehensive loss — — — (10.9) — (10.9)
Net loss — — — — (118.9) (118.9)
Balance - June 30, 2025 406.4 $ — $ 5,183.8 $ 5.1 $ (5,602.6) $ (413.8)
Activity related to stock-based compensation 31.2 $ — $ 197.0 $ — $ — $ 197.0
Issuance of common stock under employee stock purchase plan 1.0 — 4.0 — — 4.0
Other comprehensive income — — — 9.9 — 9.9
Net income — — — — 63.2 63.2
Balance - June 30, 2026 438.6 $ — $ 5,384.7 $ 15.0 $ (5,539.4) $ (139.7)
See accompanying notes to these consolidated financial statements.
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PELOTON INTERACTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share amounts)
1. Description of Business and Basis of Presentation
Description and Organization
Peloton Interactive, Inc. (“Peloton” or the “Company”) is a leading global fitness and wellness company that empowers people to live fit, strong, long, and happy, by providing fitness and wellness experiences to Members (as defined below) anytime, anywhere. Peloton has a highly engaged community of “Members”, which the Company defines as any individual who has a Peloton account through a Paid Connected Fitness Subscription or a Paid App Subscription, inclusive of the Peloton App+, App One, Strength+, and Breathwrk Memberships (the “Peloton Apps”), and engages in one or more workouts in the trailing 12-month period. As a category innovator at the nexus of fitness and wellness, technology, and media, the Company delivers integrated experiences through Peloton’s world-renowned Instructors, premium hardware and innovative software, personalization, extensive modalities and an expansive content library.
The Company’s portfolio of Connected Fitness Products primarily consists of the Peloton Original Series, Peloton Cross Training Series, Peloton Pro Series, and Precor Products, and related accessories, delivery and installation services, extended warranty and other service agreements, and branded apparel. In October 2025, the Company launched the Cross Training Series, a refreshed portfolio of Connected Fitness Products, which includes the Cross Training Bike, Bike+, Tread, Tread+, and Row+. The Company also launched the Peloton Pro Series, a refresh of its portfolio of commercial-ready Peloton-branded products, which now includes the Bike+ Pro, Tread+ Pro, and Row+ Pro. In connection with the Cross Training Series launch, the Company discontinued the sale of its original series (the “Original Series”) Tread, Tread+, and Row; however the Company continues to sell the refurbished Original Series Bike and Bike+. The Company’s Precor-branded fitness products include Precor Cardio, Precor Strength, Connected Fitness Solutions, and Wellness Solutions (collectively, the “Precor Products”). The Original Series, Cross Training Series, Pro Series, and Precor Products are collectively referred to herein as “Connected Fitness Products.”
The Company’s revenue is generated primarily from recurring Subscription revenue and the sale of its Connected Fitness Products. The Company defines a “Paid Connected Fitness Subscription” as a person, household, or commercial property, such as a hotel or residential building, that has paid for a subscription to a Connected Fitness Product (a Connected Fitness Subscription with a successful credit card billing or with prepaid subscription credits or waivers). “Paid App Subscriptions” include all App+, App One, Strength+, or Breathwrk subscriptions for which the Company currently receives payment (a successful credit card billing or prepaid with subscription credits or waivers).
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Peloton Interactive, Inc. and its subsidiaries in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated.
Certain monetary amounts, percentages, and other figures included elsewhere in these financial statements have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
Certain immaterial amounts from the prior year have been reclassified to conform with current-year presentation.
Except as described elsewhere in Note 2, Summary of Significant Accounting Policies in the section titled “Recently Issued Accounting Pronouncements,” there have been no material changes to the Company’s significant accounting policies as described in the Form 10-K.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of these financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ deficit, revenue, expenses, and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product warranty and recall related provisions, inventory valuation and reserves, revenue recognition and related reserves, music royalty fees, valuation of long-lived assets and their associated useful lives, valuation of goodwill, fair value measurements, stock-based compensation, income taxes, future restructuring charges, and contingencies. Actual results may differ from these estimates.
Cash and Cash Equivalents
The Company considers all cash and short-term investments purchased with maturities of three months or less when acquired to be cash equivalents. As of June 30, 2026 and 2025, the Company’s cash and cash equivalents were primarily held in money market and operating accounts. At various times during the fiscal years ended June 30, 2026 and 2025, the balances of cash at financial institutions exceeded the federally insured limit. The Company has not experienced any losses in such accounts and believes its cash and cash equivalents are not subject to any significant credit risk.
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Accounts Receivable, Net of Allowances
The Company's accounts receivable primarily represent amounts due from third-party retailers and commercial sales and amounts due from third-party payment processors. Accounts receivable are recorded at the invoiced amount less allowances for credit losses. The allowance for credit losses is based upon a number of factors, including the length of time accounts receivable are past due, the Company's previous loss history, the specific customer's ability to pay its obligation and any other forward-looking data regarding customers' ability to pay which may be available.
Inventories
Inventories consist of finished goods and raw materials. Finished goods are primarily purchased from contract manufacturers. Inventories are stated at the lower of cost or net realizable value. For Peloton-branded Connected Fitness products, accessories, apparel, and raw materials, cost is determined using a weighted-average cost method. For Precor-branded fitness products and raw materials, cost is determined using a first-in, first-out basis. Adjustments to reduce inventory to net realizable value are recognized in Connected Fitness Products Cost of revenue. The Company periodically assesses and adjusts the value of inventory for estimated excess and obsolete inventory based upon estimates of future demand and market conditions, as well as damaged or otherwise impaired goods. The Company may be required to write down the value of inventory if estimates of future demand and market conditions indicate excess and/or obsolete inventory. Inventory write-downs are recorded as a component of Connected Fitness Products Cost of revenue. Spare parts are recorded as inventory and recognized in cost of revenue as consumed. Refer to Note 6, Inventories for additional information.
Property and Equipment
Property and equipment purchased by the Company are stated at cost less accumulated depreciation and impairment losses, if any. Depreciation and amortization of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the useful life of those leasehold improvements and the remaining lease term. Depreciation and amortization expense is classified within the corresponding cost of revenue or operating expense categories on the Consolidated Statements of Operations and Comprehensive Income (Loss). Charges for repairs and maintenance that do not improve or extend the lives of the respective assets are expensed as incurred. Refer to Note 7, Property and Equipment for additional information.
Internal-Use Software
The Company capitalizes certain qualified costs incurred in connection with the development of internal-use software. The Company evaluates the costs incurred during the application development stage of internal use software and website development to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post-implementation activities including maintenance are expensed as incurred. Capitalized costs related to internal-use software are amortized on a straight-line basis over the estimated useful life of the software, not to exceed three years. Capitalized costs less accumulated amortization are included within Property and equipment, net on the Consolidated Balance Sheets.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances (“triggering events”) indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated undiscounted net future cash flows, an impairment charge is recognized within Impairment expense on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the amount by which the carrying amount of the asset group exceeds its fair value, which is measured relying primarily on a discounted cash flow method.
Goodwill and Intangible Assets
Goodwill represents the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest, if any, over the fair value of identifiable assets acquired and liabilities assumed in a business combination.
The Company reviews goodwill for impairment annually on April 1 of each fiscal year or more frequently if events or changes in circumstances indicate that an impairment may exist. In conducting its annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded.
Intangible assets other than goodwill are comprised of acquired developed technology and other finite-lived intangible assets. At initial recognition, intangible assets acquired in a business combination or asset acquisition are recognized at their fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at acquisition date fair value less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the asset. The Company has no intangible assets with indefinite useful lives.
The Company assesses the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Refer to Note 8, Goodwill and Intangible Assets for additional information.
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Restricted Cash
The Company’s Restricted cash primarily relates to cash used to collateralize outstanding letters of credit.
Leases
Lessee arrangements
The Company leases facilities under operating leases with various expiration dates through 2039. The Company leases space for its corporate headquarters and the operation of its production studio facilities, distribution facilities, warehouses, retail locations, and other office spaces. The Company does not have any material finance leases. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases in its financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.
Right-of-use assets and lease liabilities are established on the Consolidated Balance Sheets for leases with an expected term greater than one year. Lease liabilities are recognized at the present value of the fixed and determinable lease payments not yet paid, less any lease incentives payable to the Company. Right-of-use assets are recognized based on the initial measurement of the lease liability, plus any initial direct costs incurred by the Company and any lease payments made to the landlord at or before lease commencement, minus any lease incentives received. As the rate implicit in the lease is not determinable, the Company uses its secured incremental borrowing rate to determine the present value of the lease payments. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets.
The Company has lease agreements with lease and non-lease components, and has elected the practical expedient to not separate lease and non-lease components for its real estate and equipment leases. Non-lease components include fixed payments for common area maintenance, utilities, insurance, and other costs.
The Company recognizes lease expense for operating leases on a straight-line basis over the term of the lease. The Company's lease terms include options to extend or terminate the underlying lease when it is reasonably certain that the Company will exercise that option. The operating lease arrangements included in the measurement of lease liabilities do not reflect options to extend or terminate, as management does not consider the exercise of these options to be reasonably certain. Certain operating leases provide for annual increases to lease payments based on an index or rate. The Company calculates the present value of future lease payments based on the index or rate at the lease commencement date for new leases. Differences between the calculated lease payment and actual payment are expensed as incurred. Variable lease payments include, but are not limited to, percentage of sales, common area charges, taxes paid by the landlord that are charged to the Company, and changes to the consumer price index. Variable lease payments are expensed as incurred.
The Company subleases certain corporate offices, warehouses and distribution facilities, and retail locations to third parties, which does not relieve the Company of its primary lease obligations with the lessor (the “head lease”). These subleases are classified as operating leases, and therefore the Company continues to account for the head lease as it did before the commencement date of the sublease. The Company recognizes sublease income on a straight-line basis over the sublease term. Variable lease payments include, but are not limited to, common area charges, real estate taxes, and utilities, and are recognized as variable sublease income in the period in which they are earned. Sublease income is presented within the same category of operating expenses as the underlying head lease expense on the Consolidated Statements of Operations and Comprehensive Income (Loss). If the lease cost for the term of the sublease exceeds the Company’s anticipated sublease income for the same period, the Company assesses the right-of-use asset associated with the head lease for impairment under the long-lived asset impairment provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment.
Lessor arrangements
The Company leases Peloton Bike portfolio products under the Peloton Rental program. The lease arrangement provides the customer with an option to purchase the underlying equipment or terminate the lease at any time. The price to purchase the underlying equipment is determined based on the number of months that the customer has leased the equipment, and is not considered a bargain purchase option. All Peloton Rental lease agreements are considered operating leases, and the Company currently does not have any sales-type or direct financing leases as a lessor. Refer to Revenue Recognition within this Note 2, Summary of Significant Accounting Policies, for further details regarding the Peloton Rental program.
Convertible Senior Notes
In February 2021, the Company issued in a private offering $1.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2026 (the "2026 Notes"), including the initial purchasers’ exercise in full of their option to purchase additional notes. In May 2024, the Company entered into separate, privately negotiated transactions with certain holders of the 2026 Notes to repurchase $801.0 million of aggregate principal amount of the 2026 Notes for an aggregate of $724.9 million of cash. The Company accounted for this repurchase of the 2026 Notes as a debt extinguishment under ASC 470-50, Debt–Modifications and Extinguishments (“ASC 470-50”). In February 2026, the Company repaid in cash the remaining $199.0 million aggregate principal amount of the 2026 Notes upon maturity.
In May 2024, the Company issued in a private offering $350.0 million aggregate principal amount of 5.50% Convertible Senior Notes due 2029 (the “2029 Notes”), including the initial purchasers’ exercise in full of the option to purchase additional notes.
The 2026 Notes and 2029 Notes (together, “the Notes”) are accounted for in accordance with ASC 470-20, Debt–Debt with Conversion and Other Options. Pursuant to ASC Subtopic 470-20, debt with an embedded conversion feature shall be accounted for in its entirety as a liability and no portion of the proceeds from the issuance of the convertible debt instrument shall be accounted for as attributable to the conversion feature
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unless the conversion feature is required to be accounted for separately as an embedded derivative or the conversion feature results in a premium that is subject to the guidance in ASC 470.
The Notes are accounted for as a liability with no portion of the proceeds attributable to the conversion options as the conversion feature did not require separate accounting as a derivative, and the Notes did not involve a premium subject to the guidance in ASC 470.
Refer to Note 11, Debt for additional information.
Fair Value of Financial Instruments
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Subsequent changes in fair value of these financial assets and liabilities are recognized in earnings or other comprehensive income when they occur. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurement or assumptions that market participants would use in pricing the assets or liabilities, such as inherent risk, transfer restrictions, and credit risk.
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
•Level 1 inputs are based on quoted prices in active markets for identical assets or liabilities.
•Level 2 inputs are based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 inputs are based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.
The Company’s material financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, Term Loan (as defined in Note 11, Debt), and convertible senior notes. The carrying values of the Company’s cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximated their fair values at June 30, 2026 and 2025, due to the short period of time to maturity or repayment. Refer to Note 5, Fair Value Measurements for additional information regarding the Term Loan and convertible senior notes.
Loss Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a loss is reasonably possible, but not probable, and the loss or range of loss can be reasonably estimated, or if a loss is probable and the loss or range of loss cannot be reasonably estimated, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss or states that such an estimate cannot be made. Refer to Note 12, Commitments and Contingencies for additional information.
Revenue Recognition
The Company’s primary sources of revenue are its recurring content Subscription revenue and revenue from sales of its Connected Fitness Products and related accessories, including Precor-branded fitness products, delivery and installation services.
The Company determines revenue recognition through the following steps:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when, or as, the Company satisfies a performance obligation.
Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenue is reported net of sales returns and concessions, discounts and allowances, incentives, and rebates to commercial distributors as a reduction of the transaction price. Certain contracts include consideration payable that is accounted for as a payment for distinct goods or services. An estimated amount of variable consideration is included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur once the uncertainty is resolved. The Company’s transaction price estimate includes its estimate for product returns and concessions based on the terms and conditions of home trial programs, historical return trends by product category, impact of seasonality, an evaluation of current economic and market conditions, and current business practices, and the Company records the expected customer refund liability as a reduction to revenue, and the expected inventory right to return asset as a reduction of cost of revenue. If actual
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return costs differ from previous estimates, the amount of the liability and corresponding revenue are adjusted in the period in which such costs occur.
For customer contracts that include multiple performance obligations, the Company accounts for individual performance obligations if they are distinct. The transaction price is then allocated to each performance obligation based on its standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers.
The Company applies the practical expedient as per ASC 606-10-50-14, Revenue from Contracts with Customers and does not disclose information related to remaining performance obligations due to their original expected terms being one year or less.
The Company applies the practical expedient as per ASC 340-40-25-4, Other Assets and Deferred Costs–Contracts with Customers and expenses sales commissions when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. These costs are recorded in Sales and marketing in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Some of the Company’s revenues relate to arrangements for Peloton Bike portfolio rental products. The Peloton Rental program allows Members to lease Peloton Bike portfolio products with a Peloton Rental Membership for a single monthly cost and a one-time assembly fee, and gives the Member the option to purchase the equipment outright or cancel at any time with no penalty. These lease arrangements include both lease and non-lease components. Consideration is allocated between the lease and non-lease components based on management’s best estimate of the relative standalone selling price of each component. The lease component relates to the customer’s right to use the equipment over the lease term and is accounted for as an operating lease in accordance with ASC 842, Leases. Lease revenue is recognized on a straight-line basis over the term of the lease within Connected Fitness Products Revenue, while the underlying customer-leased equipment remains within Property and equipment, net on the Company’s Consolidated Balance Sheets and depreciates over the equipment’s useful life. Depreciation expense associated with the underlying equipment is reflected in Connected Fitness Products Cost of revenue in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Non-lease components primarily consist of an All-Access Membership, which is recognized ratably over the subscription term within Subscription Revenue and the one-time assembly fee which is recognized upon completion.
Connected Fitness Products
Connected Fitness Products Revenue primarily consists of sales of the Company’s portfolio of Connected Fitness Products and related accessories, including Precor-branded fitness products, delivery and installation services, Peloton Bike portfolio rental products, extended warranty agreements, branded apparel, and commercial service contracts. The Company recognizes Connected Fitness Products Revenue net of sales returns and concessions, discounts and allowances, and third-party financing program fees, when the product has been delivered to the customer, except for extended warranty revenue that is recognized ratably over the warranty coverage period and service revenue that is recognized over the term of the service contract. Payment is typically due at the time of sale for Connected Fitness Products sold through the Company’s website and at retail locations. The Company generally allows customers to return Peloton-branded Connected Fitness Products within thirty days of purchase, as stated in its return policy.
The Company records fees paid to third-party financing partners in connection with its consumer financing program as a reduction of revenue, as it considers such costs to be a customer sales incentive. The Company records payment processing fees for its credit card sales for Connected Fitness Products within Sales and marketing in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Subscription
Subscription Revenue primarily consists of revenue generated from the Company’s Paid Connected Fitness Subscriptions and Paid Peloton App Subscriptions, which are offered on a month-to-month or annual prepaid basis, and revenue generated from content licensing arrangements.
The Company’s subscriptions provide access to Peloton content and its library of live and on-demand fitness classes. Members are billed in advance of the start of their subscription term, and amounts paid for subscription fees, net of refunds are included within Deferred revenue and customer deposits on the Company’s Consolidated Balance Sheets and recognized ratably over the subscription term. The Company records payment processing fees for its monthly subscription charges within Subscription Cost of revenue in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Revenue from content licensing arrangements includes the licensing of Peloton content to third-party partners, which is considered functional intellectual property (“IP”). Revenue for IP rights is accounted for based on the nature of the promise to grant the license. In determining whether the Company’s promise is to provide a right to access its IP or a right to use its IP, the Company considers the delivery pattern and nature of the IP to which the customer will have rights. Revenue from right-to-use licenses is recognized at the point in time when control of the distinct Peloton content is transferred to the customer, whereas revenue from right-to-access licenses is recognized over the access period to the Peloton content. Revenues from sales-based and usage-based royalties promised in exchange for a license of Peloton content is recognized at the later of when the underlying sale occurs, or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated is satisfied.
Sales tax collected from customers and remitted to governmental authorities is not included in revenue and is reflected as a liability on the Company’s Consolidated Balance Sheets.
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Cost of Revenue
Beginning in the first quarter of fiscal 2026, the Company assigns executive compensation and other corporate overhead costs associated with its corporate facilities, which were historically included in General and administrative expense, to the various expense captions that these costs relate to, including Cost of revenue, Sales and marketing, General and administrative, and Research and development.
Connected Fitness Products
Connected Fitness Products Cost of revenue primarily consists of the Company’s portfolio of Connected Fitness Products, related accessories, Precor-branded fitness products, and branded apparel product costs, including third-party manufacturing costs, duties and other applicable importing costs, shipping and handling costs, packaging, warranty replacement and service costs, fulfillment costs, warehousing costs, costs related to the Company’s commercial business, depreciation of property and equipment, and certain costs related to management, facilities, and personnel-related expenses, including stock-based compensation expense, associated with supply chain logistics. Inventory write-downs and related obsolescence reserve expense are also included within Connected Fitness Products Cost of revenue.
Subscription
Subscription Cost of revenue primarily consists of costs associated with content creation and costs to stream content to Members. Fixed costs primarily include Instructor, content, production, and management personnel-related expenses, including stock-based compensation expense, as well as certain costs related to facilities, including depreciation of property and equipment, studio rent and occupancy, and other studio overhead. Variable costs primarily include music royalty fees, third-party platform streaming costs, and payment processing fees for monthly subscription billings.
Music Royalty Fees
The Company has entered into agreements with music rights holders for the music included in the operation of Peloton’s service. The Company pays and recognizes music royalty fees in accordance with the terms of the relevant license agreement with the music rights holder. This can include royalties incurred for paid subscriptions and royalties incurred as part of free-trial offers, which are recognized within Subscription Cost of revenue and Sales and marketing in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss), respectively. The Company has certain license agreements whereby music royalty fees are subject to payment guarantees. When a guaranteed payment is made in advance, the amount is recorded as a prepaid asset and amortized over the shorter of the period consumed or the term of the license agreement. When actual music royalty fees to be incurred during a contractual period are expected to fall short of the guaranteed payment, the expected under-recoupment is expensed pro-rata across the contractual period.
Some of the Company’s license agreements also include so-called “most-favored nations” provisions, which require that certain terms (including material financial terms) are no less favorable than those provided to any similarly situated licensor. When it is probable that the Company will incur incremental music royalty fees under a most-favored nations provision, a liability is established within Accounts payable and accrued expenses on the Company’s Consolidated Balance Sheets.
Given the at times migratory, uncertain, or opaque nature of music rights ownership, the Company’s archived library may continue to include music for which certain rights or fractional interests have unknowingly changed and require updated licensing. Prior to the execution of a music license agreement, the Company estimates and records a charge based upon license agreements previously entered into and the respective music rights holdings.
Advertising Costs
Advertising and other promotional costs to market the Company's products and services are expensed as incurred. Advertising expenses were $224.2 million, $247.0 million, and $435.0 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively, and are included within Sales and marketing expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Research and Development Costs
Research and development expense primarily consists of personnel-related expenses, including stock-based compensation expense, and facilities-related expenses, consulting and contractor expenses, tooling and prototype materials, software platform expenses, and depreciation of property and equipment. Substantially all of the Company’s research and development expenses are related to developing new products and services and improving existing products and services. Research and development expenses are expensed as incurred. Certain qualified costs incurred in connection with the development of internal-use software are capitalized that may also cause research and development expenses to vary from period to period.
Stock-Based Compensation
Employee Stock Purchase Plan
In August 2019, the Company's Board of Directors ("Board of Directors") adopted the 2019 Employee Stock Purchase Plan ("ESPP"), which was subsequently approved by the Company’s stockholders in September 2019. The Company recognizes stock-based compensation expense related to shares issued pursuant to its ESPP on a straight-line basis over the offering period, which is twenty-four months. The ESPP allows eligible employees to purchase shares of the Company's Class A common stock at a 15 percent discount through accumulated payroll deductions. The ESPP became effective on September 25, 2019, the date the registration statement filed in connection with the Company’s initial public offering was declared effective by the SEC (the “Effective Date”). The number of shares of Class A common stock that are available for issuance and sale to eligible employees under the ESPP increases automatically on the first day of each fiscal year of the Company beginning on
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July 1, 2020 through 2029, in an amount equal to 1% of the total number of outstanding shares of all classes of the Company's common stock on the immediately preceding June 30, or such lesser number as may be determined by the Board of Directors or applicable committee in its sole discretion. On July 1, 2025, the number of shares of Class A common stock available for issuance under the ESPP was automatically increased according to its terms by 4,064,165 shares. As of June 30, 2026, a total of 21,151,488 shares of Class A common stock were available for sale to employees under the ESPP.
Unless otherwise determined by the Board of Directors, each offering period will consist of four six-month purchase periods, commencing on September 1 and March 1 and ending on August 31 and February 28 of each two-year period or each six-month period, respectively, subject to a reset provision. If the closing price of Class A common stock on the first day of an offering period is higher than the closing price of Class A common stock on the last day of any applicable purchase period, participants will be withdrawn from the ongoing offering period immediately following the purchase of ESPP shares on the purchase date and would automatically be enrolled in the subsequent offering period (“ESPP reset”), resulting in a modification under ASC 718, Compensation–Stock Compensation.
Unless otherwise determined by the Board of Directors, the purchase price for each share of Class A common stock purchased under the ESPP will be 85% of the lower of the fair market value per share on the first trading day of the applicable offering period or the fair market value per share on the last trading day of the applicable purchase period.
The Company estimates the fair value of shares expected to be purchased at the commencement of the ESPP offering periods using the Black-Scholes option pricing model. The Company estimates the expected term based on each offering period's respective purchase date. The expected volatility is based on the historical volatility of the price of Class A common stock. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant. Expected dividend yield is zero as the Company has not paid and does not currently anticipate paying dividends on its common stock.
2019 Equity Incentive Plan
In August 2019, the Board of Directors adopted the 2019 Equity Incentive Plan ("the 2019 Plan"), which was subsequently approved by the Company’s stockholders in September 2019. Stock-based awards are measured at the grant date based on the fair value of the award and are recognized as expense, net of actual forfeitures, on a straight-line basis over the requisite service period, which is generally the vesting period of the respective award. For stock option and restricted stock unit grants, vesting generally occurs over two to four years. Stock option grants are not exercisable after the expiration of ten years from the date of grant or such shorter period as specified in a stock award agreement. Restricted stock units (“RSU”) are generally granted with only a service condition. The Company also grants awards subject to performance or market conditions, in addition to a service condition, to certain executives from time to time (“performance stock units” or “PSU”).
During the fiscal years ended June 30, 2026 and 2025, the Company granted PSUs with performance conditions to certain members of management. The PSUs generally cliff vest, if earned, two and one-half months after the end of the fiscal year. The number of shares that can be earned generally ranges from 0% to 200% of the target number based on the achievement of the performance condition over the respective measurement period. For performance-based awards issued, the value of the instrument is measured at the grant date as the fair value of the award and expensed over the vesting term under an accelerated attribution method when the performance targets are considered probable of being achieved.
During the fiscal year ended June 30, 2026, the Company also granted PSUs with market conditions to certain members of management. For awards granted with a market condition, the Company estimated the grant date fair value using a Monte Carlo simulation model that incorporated the likelihood of the achievement of meeting stock price targets. For market-based awards issued which also require a service period, stock-based compensation expense is recognized using the accelerated attribution method over the longer of the explicit service period or when the market condition is satisfied and will not be reversed if market conditions are unmet.
The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The determination of the grant date fair value of stock awards issued is affected by a number of variables, including the fair value of the Company’s common stock, the expected common stock price volatility over the expected life of the awards, the expected term of the stock option, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The expected volatility is based on the historical volatility of the price of Class A common stock. The Company estimates the expected term based on the simplified method for employee stock options considered to be “plain vanilla” options, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant. Expected dividend yield is 0.0% as the Company has not paid and does not currently anticipate paying dividends on its common stock.
The 2019 Plan serves as the successor to the 2015 Stock Plan. The 2015 Stock Plan continues to govern the terms and conditions of the outstanding awards previously granted thereunder. Any reserved shares not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2019 Plan became available for grant under the 2019 Plan and will be issued as Class A common stock. Generally, the 2015 Stock Plan permitted the early exercise of stock options granted prior to the IPO. The unvested portion of shares exercised was recorded within Other current liabilities on the Company’s Consolidated Balance Sheets and reclassified to equity as vesting occurred.
The number of shares reserved for issuance under the 2019 Plan will increase automatically on July 1 of each of 2020 through 2029 by the number of shares of Class A common stock equal to 5% of the total outstanding shares of all of the Company’s classes of common stock as of each June 30 immediately preceding the date of increase (the “evergreen feature”), or a lesser amount as determined by the Board of Directors. On July 1, 2025, the number of shares of Class A common stock available for issuance under the 2019 Plan was automatically increased according to its terms by 20,320,827 shares.
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In October 2023, the Company’s Board of Directors adopted an amendment to the 2019 Plan (the “Amendment”) that increases the number of shares available under the 2019 Plan by 36,000,000 shares of Class A common stock (and retains the existing evergreen feature through July 1, 2029) and extends the right to grant awards under the 2019 Plan through October 24, 2033. The Amendment became effective following approval by the Company’s stockholders on December 7, 2023. As of June 30, 2026, 66,030,564 shares of Class A common stock were available for future award under the 2019 Plan.
Common Stock
The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to twenty votes. Each outstanding share of the Company’s Class B common stock is convertible into an equivalent number of shares of Class A common stock and generally convert into shares of Class A common stock upon transfer.
Preferred Stock
Effective September 2019, the Board of Directors authorized the issuance of undesignated preferred stock, with a par value of $0.000025 per share. As of June 30, 2026 and June 30, 2025, there were 50,000,000 shares of preferred stock authorized and no shares of preferred stock issued and outstanding.
Defined Contribution Plan
The Company maintains a defined contribution 401(k) plan offered to its U.S.-based employees, as well as various defined contribution plans at certain foreign and domestic subsidiaries. For the fiscal years ended June 30, 2026, 2025, and 2024, the Company's matching contributions totaled $14.0 million, $14.5 million, and $18.5 million, respectively, and were expensed as contributed.
Restructuring
The Company's restructuring charges consist of employee severance and other personnel costs, including stock-based compensation expense, one-time termination benefits and ongoing benefits related to the reduction of its workforce, professional services, facility closures and other costs associated with exit and disposal activities. One-time termination benefits are expensed when the plan of termination has been communicated to the employee, unless the employee must provide future service beyond a minimum retention period, in which case the benefits are expensed ratably over the future service period. Ongoing benefits are expensed when it is probable that the employee is entitled to the severance benefits and the benefit amounts are reasonably estimable. Other costs primarily consist of termination fees, idle rent and related expenses for exited locations, professional services, and other costs related to restructuring activities, and are expensed when incurred. Refer to Note 4, Restructuring for additional information.
Foreign Currency
The Company’s reporting currency is the U.S. dollar while the functional currencies of non-U.S. subsidiaries are determined based on the primary economic environment in which the subsidiary operates. Assets and liabilities of these subsidiaries are translated into U.S. dollars using exchange rates in effect at the end of each period, revenues and expenses are translated using average rates for the period, and equity is translated using historical rates. Change in foreign currency translation adjustment is included in Other comprehensive income (loss) on the Consolidated Statements of Operations and Comprehensive Income (Loss), and in Accumulated other comprehensive income on the Consolidated Balance Sheets and Consolidated Statements of Stockholders' Deficit. Transaction gains and losses are a result of the effect of exchange rates on transactions denominated in currencies other than the functional currency of the respective subsidiary and are included in Foreign exchange (loss) gain on the Consolidated Statements of Operations and Comprehensive Income (Loss).
Income Taxes
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.
As of June 30, 2026, a valuation allowance continues to be maintained on a majority of the Company’s deferred tax assets. 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 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 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. The Company utilizes a two-step approach to recognize and measure unrecognized tax benefits. The first step is to evaluate the tax position for recognition by determining if the
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weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits, which to date have not been material, are recognized within Income tax (benefit) expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). Refer to Note 15, Income Taxes for additional information.
Earnings (Loss) Per Share
The Company computes basic earnings (loss) per share based on the weighted-average number of outstanding shares of common stock during the period. Diluted earnings (loss) per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the assumed exercise of stock options, ESPP shares to be issued, vesting of restricted stock units and awards, and performance stock units, when the related performance criterion has been met, using the treasury stock method, and convertible senior notes, using the if-converted method. Refer to Note 16, Earnings (Loss) Per Share for additional information.
Recently Issued Accounting Pronouncements
Accounting Pronouncements Recently Adopted
ASU 2023-09
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances income tax information primarily through changes in the rate reconciliation and income taxes paid information. It is effective for fiscal years beginning after December 15, 2024, and should be applied on a prospective basis; however, retrospective application is permitted. The Company adopted this ASU for the fiscal year ended June 30, 2026 on a prospective basis. The adoption of this new standard did not have a material impact on the consolidated financial statements. For additional information, refer to Note 15, Income Taxes.
Accounting Pronouncements Not Yet Adopted
ASU 2024-03
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires the disaggregation of certain expense captions on the face of the income statement into specified categories in disclosures within the footnotes to the financial statements. It is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, and is permitted on either a prospective or retrospective basis. The Company is currently evaluating the impact of adopting this ASU.
ASU 2024-04
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. It is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, and is permitted on either a prospective or retrospective basis. The Company is currently evaluating the impact of adopting this ASU.
ASU 2025-03
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This ASU improves the requirements for identifying the accounting acquirer in a business combination that is effected primarily by exchanging equity interests in which a variable interest entity is acquired. It is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, and is required to be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will depend on the legal acquiree in future business combinations.
ASU 2025-05
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. It is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, and should be applied prospectively. The Company is currently evaluating the impact of adopting this ASU.
ASU 2025-06
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software to clarify and modernize the accounting for costs related to internal-use software. This ASU is effective for fiscal years beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, and is permitted to be applied using a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact of adopting this ASU.
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3. Revenue
Disaggregation of Revenue
The Company’s revenue disaggregated by segment, excluding sales-based taxes, is included in Note 17, Segment Information. The Company’s revenue disaggregated by geographic region was as follows:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
North America $ 2,206.5 $ 2,274.3 $ 2,487.0
International 239.5 216.5 213.5
Total Revenue $ 2,446.0 $ 2,490.8 $ 2,700.5
The Company’s revenue attributable to the United States, included within North America above, was $2,117.1 million, $2,185.7 million, and $2,389.2 million, representing 87%, 88%, and 88% of Total revenue for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.
Deferred Revenue and Customer Deposits
Deferred revenue is recorded for nonrefundable cash payments received for the Company’s performance obligation to transfer, or stand ready to transfer, goods or services in the future. Customer deposits represent payments received in advance before the Company transfers a good or service to the customer and are refundable.
As of June 30, 2026 and June 30, 2025, deferred revenue of $93.9 million and $91.7 million, respectively, and customer deposits of $45.7 million and $59.0 million, respectively, were included in Deferred revenue and customer deposits on the Company’s Consolidated Balance Sheets.
During the fiscal years ended June 30, 2026 and 2025, the Company recognized revenue of $90.2 million and $91.8 million, respectively, that was included in the deferred revenue balance as of June 30, 2025 and 2024, respectively.
Product Warranty
The Company provides a limited warranty for its Connected Fitness Products, including coverage for the touchscreen and most original components, which warrants that the product will operate in accordance with its published specifications and shall be free from defects in the materials and workmanship under normal use for the relevant warranty period. The Company has the obligation to either repair or replace the defective product, at its option. At the time revenue is recognized for the product, an estimate of future warranty costs is recorded as a component of cost of revenue. Factors that affect the warranty obligation include historical, as well as current product warranty claims, service delivery costs incurred in correcting product failures, and warranty policies and business practices. The Company’s products are manufactured by contract manufacturers, and, in certain cases, the Company may have recourse to such contract manufacturers.
Activity related to the Company’s accrual for its estimated future product warranty obligation was as follows:
Fiscal Year Ended June 30,
2026 2025
(in millions)
Balance at beginning of period $ 24.5 $ 20.3
Provision for warranty accrual 15.9 35.5
Warranty claims (21.5) (31.3)
Balance at end of period $ 18.9 $ 24.5
The Company also offers the option for customers in some markets to purchase an extended warranty and service contract that extends or enhances the technical support, parts, and labor coverage offered as part of the base warranty included with the Connected Fitness Products for additional periods beyond the standard product warranty period.
Extended warranty revenue is recognized ratably over the extended warranty coverage period and is included in Connected Fitness Products Revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company’s revenue attributable to extended warranty was $16.0 million, $21.3 million and $36.0 million, representing 1% of total revenue during each of the fiscal years ended June 30, 2026, 2025, and 2024.
4. Restructuring
The Company’s current restructuring efforts began with the implementation of a restructuring plan approved by the Company’s Board of Directors (“Board of Directors”) and announced in 2022 (the “2022 Restructuring Plan”), which was subsequently expanded upon and replaced by
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a new plan approved by the Board of Directors and announced in 2024 (as expanded and collectively with the 2022 Restructuring Plan, the “2024 Restructuring Plan”).
In August 2025, the Company announced a subsequent restructuring plan (the “2025 Restructuring Plan” and, together with the 2024 Restructuring Plan, the “Restructuring Plans”), which included a reduction in global headcount and was designed to improve the Company’s cost structure, operating efficiency, and profitability, while providing the opportunity to return to growth by reinvesting savings into Peloton’s differentiating capabilities. The Restructuring Plans have been substantially completed as of June 30, 2026. The Company does not expect to incur material additional cash or non-cash restructuring charges under the 2025 Restructuring Plan.
Due to the actions taken pursuant to the Restructuring Plans, the Company tested certain long-lived assets (asset groups) for recoverability by comparing the carrying values of the asset group to estimates of their future undiscounted cash flows, which were generally the liquidation value, or for operating lease right-of-use assets, income from a sublease arrangement. Based on the results of the recoverability tests, the Company determined that during the fiscal years ended June 30, 2026, 2025, and 2024, the undiscounted cash flows of certain assets (asset groups) were below their carrying values, indicating impairment. The assets were written down to their estimated fair values, which were determined based on their estimated liquidation or sales value, or for operating lease right-of-use assets, discounted cash flows of a sublease arrangement. See further discussion in Note 7, Property and Equipment and Note 10, Leases in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
As a result of the Restructuring Plans, the Company incurred the charges shown in the following table. Asset write-downs and write-offs are included within Impairment expense, Write-offs of inventory related to restructuring activities are included within Connected Fitness Products Cost of revenue, and the remaining charges incurred during the relevant periods are included within Restructuring expense, in the Consolidated Statements of Operations and Comprehensive Income (Loss):
Fiscal Year Ended June 30,
2026 2025 2024
Cash restructuring charges:(1) (in millions)
Severance and other personnel costs(2) $ 5.1 $ 23.4 $ 36.5
Exit and disposal costs and professional fees(3) 11.9 9.6 19.2
Total cash restructuring charges 17.0 33.0 55.7
Non-cash restructuring charges:(1)
Asset write-downs and write-offs(4) 11.6 21.1 40.8
Stock-based compensation expense(5) 0.8 0.8 6.6
Write-offs of inventory related to restructuring activities(6) — — 1.0
Loss on sale of subsidiary(7) — — 3.8
Total non-cash restructuring charges 12.4 21.9 52.2
Total $ 29.5 $ 54.9 $ 107.9
____________________________
(1) All cash and non-cash restructuring charges for the fiscal year ended June 30, 2026 related to the 2025 Restructuring Plan.
(2) Includes $0.1 million and $23.2 million of severance and other personnel costs related to the 2024 Restructuring Plan and 2025 Restructuring Plan, respectively, for the fiscal year ended June 30, 2025. Includes $7.5 million and $29.0 million of severance and other personnel costs related to the 2022 Restructuring Plan and 2024 Restructuring Plan, respectively, for the fiscal year ended June 30, 2024.
(3) All charges for the fiscal year ended June 30, 2025 relate to the 2024 Restructuring Plan. Includes $16.1 million and $3.1 million of exit and disposal costs and professional fees related to the 2022 Restructuring Plan and 2024 Restructuring Plan, respectively, for the fiscal year ended June 30, 2024.
(4) All charges for the fiscal year ended June 30, 2025 relate to the 2024 Restructuring Plan. Includes $31.1 million and $9.7 million of asset write-downs and write-offs related to the 2022 Restructuring Plan and 2024 Restructuring Plan, respectively, for the fiscal year ended June 30, 2024.
(5) All charges for the fiscal year ended June 30, 2025 relate to the 2025 Restructuring Plan. Includes $7.2 million and $(0.6) million of stock-based compensation expense related to the 2022 Restructuring Plan and 2024 Restructuring Plan, respectively, for the fiscal year ended June 30, 2024.
(6) Includes write-offs of inventory related to the 2022 Restructuring Plan.
(7) Includes loss on sale of subsidiary recognized in connection with the 2022 Restructuring Plan.
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The following table presents a roll-forward of cash restructuring-related liabilities, which are included within Accounts payable and accrued expenses in the Consolidated Balance Sheets:
Severance and other personnel costs Exit and disposal costs and professional fees Total
(in millions)
Balance as of June 30, 2023 $ 13.6 $ 0.3 $ 13.9
Cash restructuring charges(1) 36.5 19.2 55.7
Cash payments (37.4) (15.2) (52.6)
Balance as of June 30, 2024 $ 12.7 $ 4.3 $ 17.0
_________________________
(1) Includes $7.5 million and $29.0 million of cash charges for severance and other personnel costs related to the 2022 Restructuring Plan and 2024 Restructuring Plan, respectively, and $16.1 million and $3.1 million of cash charges for exit and disposal costs and professional fees related to the 2022 Restructuring Plan and 2024 Restructuring Plan, respectively, for the fiscal year ended June 30, 2024.
Severance and other personnel costs Exit and disposal costs and professional fees Total
(in millions)
Balance as of June 30, 2024 $ 12.7 $ 4.3 $ 17.0
Cash restructuring charges(2) 23.4 9.6 33.0
Cash payments (12.3) (13.1) (25.4)
Balance as of June 30, 2025 $ 23.8 $ 0.8 $ 24.6
_________________________
(2) Includes $0.1 million and $23.2 million of cash charges for severance and other personnel costs related to the 2024 Restructuring Plan and 2025 Restructuring Plan, respectively, and $9.6 million of cash charges for exit and disposal costs and professional fees related to the 2024 Restructuring Plan, for the fiscal year ended June 30, 2025.
Severance and other personnel costs Exit and disposal costs and professional fees Total
(in millions)
Balance as of June 30, 2025 $ 23.8 $ 0.8 $ 24.6
Cash restructuring charges(3) 5.1 11.9 17.0
Cash payments (22.2) (12.3) (34.5)
Balance as of June 30, 2026 $ 6.7 $ 0.5 $ 7.2
_________________________
(3) All cash restructuring charges for the fiscal year ended June 30, 2026 related to the 2025 Restructuring Plan.
5. Fair Value Measurements
Fair Value Measurements of Other Financial Instruments
The following table presents the estimated fair values and carrying amounts of the Company’s financial instruments that are not recorded at fair value on the Consolidated Balance Sheets. All of these liabilities’ fair value are considered Level 2:
June 30, 2026 June 30, 2025
Carrying Amount(1) Estimated Fair Value Carrying Amount(1) Estimated Fair Value
(in millions)
0.00% Convertible Senior Notes due 2026 $ — $ — $ 199.0 $ 192.3
5.50% Convertible Senior Notes due 2029 350.0 565.9 350.0 635.8
Term Loan due and payable on May 30, 2029 980.0 980.0 990.0 990.0
Total $ 1,330.0 $ 1,545.9 $ 1,539.0 $ 1,818.1
_________________________
(1) Carrying Amount excludes unamortized debt discount and issuance costs of $17.7 million and $13.2 million, respectively, as of June 30, 2026, and unamortized debt discount and issuance costs of $22.7 million and $17.4 million, respectively, as of June 30, 2025.
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The estimated fair value of the 2026 Notes and the estimated fair value of the 2029 Notes (each as defined in Note 11, Debt) are determined based on the respective closing prices on the last trading day of the reporting period. The 2026 Notes matured on February 15, 2026, and during the fiscal year ended June 30, 2026, the Company repaid in cash the remaining $199.0 million aggregate principal amount of the 2026 Notes.
The carrying value of the Term Loan (as defined in Note 11, Debt) approximates the fair value of the Term Loan as of June 30, 2026 and 2025, respectively.
6. Inventories
Inventories, net consisted of the following:
June 30,
2026 2025
(in millions)
Raw materials $ 23.9 $ 22.7
Finished products(1) 191.1 337.6
Total inventories(2) 215.1 360.4
Less: Reserves (79.7) (154.8)
Total inventories, net $ 135.4 $ 205.6
_________________________
(1) Includes $16.4 million and $40.3 million of finished goods inventory in transit, products owned by the Company that have not yet been received at a Company distribution center, as of June 30, 2026 and 2025, respectively.
(2) As of June 30, 2026 and 2025, there was no work-in-process within inventories.
The Company periodically assesses and adjusts the value of inventory for estimated excess and obsolete inventory based upon estimates of future demand and market conditions, as well as damaged or otherwise impaired goods. The Company’s recorded inventory reserves as of June 30, 2026 primarily consisted of $43.0 million related to excess accessories and apparel inventory and $22.7 million related to excess Connected Fitness Products. The Company’s recorded inventory reserves as of June 30, 2025 primarily consisted of $66.8 million related to excess accessories and apparel inventory and $64.9 million related to excess returned Connected Fitness Products, including Guide.
7. Property and Equipment
Property and equipment consisted of the following:
June 30,
2026 2025
(in millions)
Leasehold Improvements $ 227.8 $ 257.0
Machinery 11.9 10.3
Equipment 32.0 39.6
Customer-leased equipment 31.4 51.3
Furniture and Fixtures 15.7 18.2
Construction in Progress 1.8 0.4
Software (1) 145.6 160.5
Total property and equipment 466.3 537.3
Accumulated depreciation and amortization (301.8) (298.3)
Total property and equipment, net $ 164.5 $ 239.0
_________________________
(1) Includes $2.6 million and $1.0 million of software under development as of June 30, 2026 and 2025, respectively.
During fiscal 2024, 2025, and 2026, management identified various qualitative factors that collectively indicated that the Company had impairment triggering events, including (i) realignment of cost structure in connection with the restructuring initiatives, (ii) softening demand and (iii) significant decrease in the market price of certain long-lived asset groups. The Company determined that the estimated undiscounted future cash flows were less than the carrying values for certain asset groups. The Company recognized impairment charges for the fiscal year ended June 30, 2026, primarily consisting of $11.9 million related to plans to right-size portions of the Company’s corporate office footprint, and $5.7 million relating to exiting retail showrooms.
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The Company recognized impairment charges for the fiscal year ended June 30, 2025, primarily consisting of $17.2 million related to plans to right-size portions of the Company’s corporate office footprint, $11.5 million relating to exiting retail showrooms, and $6.1 million related to other manufacturing assets. The Company recognized impairment charges for the fiscal year ended June 30, 2024, primarily consisting of $14.9 million relating to exiting retail showrooms and $5.0 million related to Connected Fitness assets.
As of June 30, 2026, 72% and 27% of the Company's total Property and equipment, net was attributable to the United States and the United Kingdom, respectively. As of June 30, 2025, 76% and 22% of the Company's total Property and equipment, net was attributable to the United States and the United Kingdom, respectively.
The estimated useful lives of property and equipment are as follows:
Leasehold Improvements Shorter of remaining lease term or useful life
Machinery Three to ten years
Equipment Two to seven years
Customer-leased equipment Three to five years
Furniture and Fixtures Two to ten years
Software Two to seven years
Depreciation and amortization expense amounted to $51.6 million, $80.2 million, and $98.2 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively, of which $18.0 million, $33.6 million, and $42.8 million related to amortization of capitalized software costs for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.
8. Goodwill and Intangible Assets
As of June 30, 2026, June 30, 2025, and June 30, 2024, the carrying amount of goodwill, which is allocated to the Subscription segment, did not contain any accumulated impairment losses. The changes in the carrying value of goodwill during the fiscal years ended June 30, 2026, 2025, and 2024 are as follows:
Amount
(in millions)
June 30, 2024 $ 41.2
June 30, 2025 41.2
Acquisition 2.8
June 30, 2026 $ 44.0
The Company reviews goodwill for impairment annually on April 1 or more frequently if events or changes in circumstances indicate that an impairment may exist (“a triggering event”). During the fiscal years ended June 30, 2026, 2025, and 2024, management identified no qualitative factors that collectively indicated that the Company had triggering events. The Company did not recognize goodwill impairment for the fiscal years ended June 30, 2026, 2025, and 2024.
The gross carrying amount and accumulated amortization of the Company's Intangible assets, net, as of June 30, 2026 were as follows:
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years)
Acquired developed technology $ 83.7 $ (72.2) $ 11.5 2.9
Other definite-lived intangibles 5.7 (5.5) 0.2 5.3
Total intangible assets $ 89.5 $ (77.8) $ 11.7
The gross carrying amount and accumulated amortization of the Company's Intangible assets, net, as of June 30, 2025 were as follows:
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years)
Acquired developed technology $ 72.0 $ (66.6) $ 5.4 0.4
Other definite-lived intangibles 5.8 (5.5) 0.2 0.2
Total intangible assets $ 77.7 $ (72.2) $ 5.6
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During fiscal years ended June 30, 2026, 2025, and 2024, the Company recognized no intangible asset impairment losses.
The Company recognized intangible asset amortization expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) in the amount of $5.6 million, $9.4 million, and $10.6 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.
As of June 30, 2026, estimated amortization expense related to the Company's identifiable acquisition-related intangible assets in future periods were as follows:
Fiscal Year Ending June 30, Amount
(in millions)
2027 $ 4.1
2028 3.9
2029 3.6
2030 —
2031 —
Thereafter —
Total $ 11.7
9. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
June 30,
2026 2025
(in millions)
Accounts payable $ 53.5 $ 66.7
Accrued music licensing royalties 76.6 145.2
Employee-related liabilities 34.3 46.2
Inventory received but not billed 29.4 28.1
Accrued professional fees 6.4 11.0
Accrued general and administrative(1) 17.4 15.8
Accrued marketing 10.8 7.4
Accrued legal contingencies 23.8 —
Other 59.0 52.2
Total accounts payable and accrued expenses $ 311.2 $ 372.7
10. Leases
Lessee arrangements
The Company has entered into various non-cancellable operating lease agreements for its corporate headquarters offices, warehouses and distribution facilities, production studio facilities, retail locations, and other office spaces. The Company subleases certain corporate offices, warehouses and distribution facilities, and retail locations to third parties.
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Total operating lease expense, net, for the fiscal years ended June 30, 2026, 2025, and 2024 was as follows:
Total Operating Lease Expense, Net Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
Operating lease expense $ 73.4 $ 81.5 $ 98.5
Variable lease expense 20.7 24.7 23.8
Short-term lease expense 1.5 0.1 0.3
Total operating lease expense $ 95.7 $ 106.3 $ 122.6
Sublease income (23.6) (18.4) (17.8)
Variable sublease income (5.0) (5.0) (4.0)
Total operating lease expense, net $ 67.0 $ 82.9 $ 100.8
As of June 30, 2026, the total remaining lease payments included in the measurement of operating lease liabilities were as follows:
Future Minimum Payments
Fiscal Year Ended June 30, (in millions)
2027 $ 83.0
2028 68.6
2029 60.2
2030 46.6
2031 46.9
Thereafter 219.3
Total $ 524.6
As of June 30, 2026, future minimum lease payments to be received from operating subleases were as follows:
Fiscal Year Ended June 30, Future Minimum Payments
(in millions)
2027 $ 22.2
2028 19.2
2029 14.0
2030 7.8
2031 7.8
Thereafter 33.7
Total $ 104.5
Supplemental information related to operating leases was as follows:
Reconciliation of Operating Lease Liabilities As of June 30,
2026 2025
(dollars in millions)
Weighted-average remaining lease term (years) 8.4 8.8
Weighted-average discount rate 5.69 % 5.57 %
Total Undiscounted Operating Lease Liability $ 524.6 $ 615.7
Less: Imputed interest (114.4) (138.0)
Total Discounted Operating Lease Liability $ 410.2 $ 477.6
Current portion of operating lease liabilities $ 62.5 $ 70.1
Non-current portion of operating lease liabilities $ 347.7 $ 407.5
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Supplemental cash flow and other information related to leases was as follows:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 101.0 $ 111.5 $ 121.7
Right-of-use assets obtained in exchange for operating lease liabilities (non-cash) $ 17.5 $ 3.0 $ 24.9
Right-of-use asset reductions related to operating lease modifications and terminations (non-cash) $ (5.7) $ (14.4) $ (23.0)
As discussed in Note 7, Property and Equipment, management identified various qualitative factors that collectively indicated that the Company had triggering events for its long-lived assets, including the Company’s operating lease right-of-use assets. The Company recognized impairment charges for the fiscal year ended June 30, 2026, primarily consisting of $10.6 million related to certain corporate office right-of-use assets, and $5.9 million related to retail showroom right-of-use assets.
For the fiscal year ended June 30, 2025, the Company recognized impairment charges of $15.0 million related to certain corporate office right-of-use assets, $13.5 million related to retail showroom right-of-use assets, and $4.2 million related to other manufacturing right-of-use assets. For the fiscal year ended June 30, 2024, the Company recognized impairment charges of $16.6 million related to retail showroom right-of-use assets and $7.5 million related to Connected Fitness right-of-use assets.
As of June 30, 2026 and 2025, 91% and 7% of the Company's total Operating lease right-of-use assets, net was attributable to the United States and the United Kingdom, respectively.
Lessor arrangements
As discussed in Note 2, Summary of Significant Accounting Policies, the Company leases Peloton Bike portfolio products under the Peloton Rental program. For the fiscal years ended June 30, 2026, 2025, and 2024, the Company recognized lease revenue on the Peloton Rental program of $29.6 million, $45.8 million and $47.3 million, respectively, within Connected Fitness Products Revenue in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
11. Debt
Convertible Notes due 2029
In May 2024, the Company issued $350.0 million aggregate principal amount of the 2029 Notes in a private offering, including the exercise in full of the option granted to the initial purchasers to purchase $50.0 million of the 2029 Notes. The 2029 Notes were issued pursuant to an Indenture (the “2029 Notes Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2029 Notes bear interest at a rate of 5.50% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The net proceeds from this offering of 2029 Notes were approximately $342.3 million, after deducting the initial purchasers' discounts and commissions of $7.7 million.
Each $1,000 principal amount of the 2029 Notes is initially convertible into 218.4360 shares of Class A common stock, which is equivalent to an initial conversion price of approximately $4.58 per share. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the 2029 Notes Indenture. In addition, if certain corporate events that constitute a make-whole fundamental change occur or the Company elects to redeem the 2029 Notes, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
The 2029 Notes will mature on December 1, 2029, unless earlier converted, redeemed, or repurchased. The 2029 Notes will be convertible at the option of the holders at certain times and upon the occurrence of certain events. A holder may convert its 2029 Notes during any calendar quarter, if the last reported sale price per share of Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. The last reported sale price of Class A common stock did not exceed 130% of the conversion price of the 2029 Notes for more than 20 trading days during the 30 consecutive trading days, including the last trading day, ended June 30, 2026. Accordingly, as of July 1, 2026, the 2029 Notes may not be converted at the option of the applicable holder through September 30, 2026.
On or after September 1, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2029 Notes, in multiples of $1,000 principal amount, at the option of the applicable holder.
The Company may satisfy any conversion obligation under the 2029 Notes by paying and/or delivering, as the case may be, cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the 2029 Notes Indenture.
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The Company may redeem for cash all or any portion (subject to the partial redemption limitation described in the 2029 Notes Indenture) of the 2029 Notes, at its option, on or after June 7, 2027 and on or before the 20th scheduled trading day immediately before the maturity date, if the last reported sale price per share of Class A common stock exceeds 130% of the conversion price then in effect on (1) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (2) the trading day immediately before the date the Company sends such notice at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2029 Notes, which means that the Company is not required to redeem or retire the 2029 Notes periodically.
Upon the occurrence of a fundamental change (as defined in the 2029 Notes Indenture), subject to certain conditions, holders may require the Company to repurchase all or a portion of the 2029 Notes for cash at a price equal to 100% of the principal amount of the 2029 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The definition of fundamental change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
The 2029 Notes are senior unsecured obligations of the Company and rank senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the 2029 Notes; equal in right of payment to any of the Company’s existing and future indebtedness that is not so subordinated; effectively subordinated in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities of current or future subsidiaries of the Company (including trade payables and to the extent the Company is not a holder thereof, preferred equity, if any, of the Company’s subsidiaries).
The effective interest rate upon issuance of the 2029 Notes was 5.97%, which was the effective interest rate as of June 30, 2026.
The net carrying amount of the 2029 Notes was as follows:
June 30,
2026 2025
(in millions)
Principal $ 350.0 $ 350.0
Unamortized debt issuance costs (5.1) (6.4)
Net carrying amount $ 344.9 $ 343.6
The following table sets forth the interest expense recognized related to the 2029 Notes:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
Amortization of debt issuance costs $ 1.3 $ 1.2 $ 0.1
Total non-cash interest expense related to the 2029 Notes 1.3 1.2 0.1
Cash interest expense 19.3 19.3 2.0
Total interest expense related to the 2029 Notes $ 20.6 $ 20.5 $ 2.1
Convertible Notes due 2026
In February 2021, the Company issued $1.0 billion aggregate principal amount of the 2026 Notes in a private offering, including the exercise in full of the option granted to the initial purchasers to purchase $125.0 million of the 2026 Notes. The 2026 Notes were issued pursuant to an Indenture (the “2026 Notes Indenture”) between the Company and U.S. Bank National Association, as trustee. The net proceeds from the offering were approximately $977.2 million, after deducting the initial purchasers’ discounts and commissions and the Company’s offering expenses. The 2026 Notes did not bear regular interest, and the principal amount of the 2026 Notes did not accrete. The effective interest rate upon issuance of the 2026 Notes was 0.45%.
In May 2024, the Company entered into separate, privately negotiated transactions with certain holders of the 2026 Notes to repurchase $801.0 million of aggregate principal amount of the 2026 Notes for an aggregate of $724.9 million of cash. The Company recorded a $69.8 million gain on early extinguishment of debt during the fiscal year ended June 30, 2024, inclusive of a write-off of previously deferred debt issuance costs of $6.3 million. This amount was included within Net gain on debt refinancing on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended June 30, 2024.
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The 2026 Notes matured on February 15, 2026, and during the fiscal year ended June 30, 2026, the Company repaid in cash the remaining $199.0 million aggregate principal amount of the 2026 Notes. As of June 30, 2025, the 2026 Notes were classified as Current portion of debt on the Consolidated Balance Sheets due to their upcoming maturity date.
The net carrying amount of the 2026 Notes was as follows:
June 30,
2026 2025
(in millions)
Principal $ 199.0 $ 199.0
Principal payment (199.0) —
Unamortized debt issuance costs — (0.5)
Net carrying amount $ — $ 198.5
The following table sets forth the interest expense recognized related to the 2026 Notes:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
Amortization of debt issuance costs $ 0.5 $ 0.9 $ 4.3
Total interest expense related to the 2026 Notes $ 0.5 $ 0.9 $ 4.3
Termination of Capped Call Transactions
In connection with the offering of the 2026 Notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the “Capped Call Transactions”). In the last quarter of its fiscal year ending June 30, 2024, the Company terminated the Capped Call Transactions in their entirety pursuant to negotiated termination agreements with each such counterparty.
Third Amended and Restated Credit Agreement
On May 30, 2024, the Company entered into a Third Amended and Restated Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Third Amended and Restated Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent, and certain banks and financial institutions party thereto as lenders and issuing banks.
The Third Amended and Restated Credit Agreement provides for a $1.0 billion term loan facility (the “Term Loan”), which will be due and payable on May 30, 2029. The Term Loan amortizes in quarterly installments of 0.25%, payable at the end of each fiscal quarter and on the maturity date.
The Third Amended and Restated Credit Agreement also provides for a $100.0 million revolving credit facility (the “Revolving Facility”), which will mature on May 30, 2029. The Company is only required to meet the total liquidity covenant, set at $250.0 million for the last business day of any week, and the subscription revenues covenant, set at $1.2 billion for the four-quarter trailing period, to the extent any revolving loans are borrowed and outstanding.
The Revolving Facility, when drawn, bears interest at a rate equal to, at the Company’s option, either the Alternate Base Rate (as defined in the Third Amended and Restated Credit Agreement) plus 4.00% per annum or the Term SOFR Rate (as defined in the Third Amended and Restated Credit Agreement) plus 5.00% per annum. The Company is required to pay an annual commitment fee of 0.500% or 0.375% per annum, depending on whether the First Lien Net Leverage Ratio (as defined in the Third Amended and Restated Credit Agreement) is greater or less than 5.00 to 1.00, on a quarterly basis based on the unused portion of the Revolving Facility.
The Term Loan initially bears interest at a rate equal to, at the Company’s option, either the Alternate Base Rate (as defined in the Third Amended and Restated Credit Agreement) plus 5.00% per annum or the Term SOFR Rate (as defined in the Third Amended and Restated Credit Agreement) plus 6.00% per annum. The applicable rate for Alternate Base Rate loans or Term SOFR Rate loans is subject to a 0.50% step down, depending on whether the First Lien Net Leverage Ratio is less than 5.00 to 1.00 as measured on a quarterly basis. Any borrowing at the Alternate Base Rate is subject to a 1.00% floor and the Term SOFR Rate is subject to a 0.00% floor.
The Third Amended and Restated Credit Agreement contains customary affirmative covenants as well as customary negative covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, incur liens or grant negative pledges, make loans and investments, conduct certain transactions with affiliates, sell certain assets, enter into certain swap agreements, guarantee obligations of third parties, declare dividends or make certain distributions, and undergo a merger or consolidation or certain other transactions. The Third Amended and Restated Credit Agreement also contains certain customary events of default. Certain baskets and covenant levels have been adjusted and will apply equally to both the Term Loan and Revolving Facility for so long as the Term Loan is outstanding.
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The obligations under the Third Amended and Restated Credit Agreement with respect to the Term Loan and the Revolving Facility are secured by substantially all of the Company’s assets, with certain exceptions set forth in the Third Amended and Restated Credit Agreement, and are required to be guaranteed by certain material subsidiaries of the Company if, at the end of future financial quarters, certain conditions are not met.
During the fiscal years ended June 30, 2026, 2025, and 2024, the Company incurred total commitment fees of $0.4 million, $0.5 million, and $1.3 million, respectively, which are included in Interest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).
As of June 30, 2026, the Company had drawn the full amount of the Term Loan and had not drawn on the Revolving Facility, and the Company had $980.0 million total outstanding borrowings under the Third Amended and Restated Credit Agreement.
In connection with the execution of the Third Amended and Restated Credit Agreement, the Term Loan was accounted for as a modification, extinguishment, or new loan for certain lenders in accordance with ASC 470-50. Accordingly, incremental discount and debt issuance costs of $10.0 million and $2.3 million, respectively, will be amortized to Interest expense using the effective interest method over the term of the Third Amended and Restated Credit Agreement. Furthermore, the Company expensed $8.7 million of debt issuance costs incurred with third parties related to loss on debt modification and recognized a $7.5 million loss on extinguishment related to previously deferred debt discount and debt issuance costs, which was included within Net gain on debt refinancing on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal year ended June 30, 2024.
As of June 30, 2026, the Company had not drawn any amount under the Revolving Facility and as such did not have to test the financial covenants under the Third Amended and Restated Credit Agreement. The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for standby letters of credit. As of June 30, 2026, the Company had outstanding letters of credit totaling $40.9 million, which are classified as Restricted cash on the Consolidated Balance Sheets.
Upon entering into the Term Loan, the effective interest rate was 12.4% and the current effective interest rate as of June 30, 2026 is 10.2%.
The net carrying amount of the Term Loan was as follows:
June 30,
2026 2025
(in millions)
Principal $ 1,000.0 $ 1,000.0
Principal payments (20.0) (10.0)
Unamortized debt discount (17.7) (22.7)
Unamortized debt issuance costs (8.1) (10.4)
Net carrying amount $ 954.2 $ 956.9
The following table sets forth the interest expense recognized related to the Term Loan:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
Amortization of debt discount $ 5.0 $ 4.7 $ 5.7
Amortization of debt issuance costs 2.3 2.1 3.3
Total non-cash interest expense related to the Term Loan 7.4 6.8 9.0
Cash interest expense 94.2 105.8 94.9
Total interest expense related to the Term Loan $ 101.6 $ 112.6 $ 103.8
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Maturities of Debt Instruments
The following table sets forth maturities of the Company’s debt instruments, including convertible notes payable, gross of debt issuance costs and debt discounts, as of June 30, 2026:
Future Minimum Payments
Fiscal Year Ended June 30, (in millions)
2027 $ 10.0
2028 10.0
2029 960.0
2030 350.0
Total $ 1,330.0
12. Commitments and Contingencies
Music License Agreements
The Company is subject to minimum royalty payments associated with certain music license agreements. The following represents the Company's guaranteed payments under music license agreements, as of June 30, 2026:
Future Minimum Payments
Fiscal Year Ended June 30, (in millions)
2027 $ 48.0
2028 42.0
2029 15.2
Total $ 105.2
Commitments to Suppliers
The Company utilizes a combination of in-house manufacturing and global sourcing with third-party manufacturing partners to build its products and accessories. These contract manufacturers and component suppliers acquire inventory and build products based on demand forecast information the Company supplies, which typically covers a rolling 12-month period. Consistent with industry practice, the Company acquires inventories from these suppliers through purchase orders against which orders are applied based on projected demand information and availability of goods. Such purchase commitments typically cover the Company’s forecasted product and manufacturing requirements for periods that range a number of months. In certain instances, these agreements allow the Company the option to cancel, reschedule, and/or adjust its requirements based on its business needs for a period of time before the order is due to be fulfilled. While the Company’s purchase orders are legally cancellable in many situations, there are some which are not cancellable in the event of a demand plan change or other circumstances, such as where the supplier has procured unique, Peloton- and Precor-specific designs, and/or specific non-cancellable, non-returnable components based on the Company’s provided forecasts.
Legal and Regulatory Proceedings
The Company is, or may become, a party to legal and regulatory proceedings with respect to a variety of matters in the ordinary course of its business, including the matters set forth below. The Company denies the allegations in the active matters described below and intends to vigorously defend against such matters.
Some of the Company’s legal and regulatory proceedings, including matters and litigation that center around intellectual property claims, may be based on complex claims involving substantial uncertainties and unascertainable damages. Accordingly, except for proceedings that have settled or been terminated, or except where otherwise indicated below, it is not possible to determine the probability of loss or estimate damages for such matters, and therefore, the Company has not established reserves for any of these proceedings. When the Company determines that a loss is both probable and reasonably estimable, the Company records a liability, and, if the liability is material, discloses the amount of the liability reserved.
Unless otherwise disclosed below, while it is reasonably possible that a loss may be incurred, the Company is unable to estimate a range of potential loss due to the complexity and current status of these lawsuits. In these matters, the Company has not established a reserve.
The Company evaluates, on a regular basis, developments in its legal proceedings and other contingencies that could affect the amount of liability, including amounts in excess of any previous accruals and reasonably possible losses disclosed, and makes adjustments and changes to the Company’s accruals and disclosures, as appropriate. For the matters the Company discloses that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is immaterial.
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Given that the Company’s legal and regulatory proceedings are subject to uncertainty, there can be no assurance that such legal and regulatory proceedings, either individually or in the aggregate, will not have a material adverse effect on its business, results of operations, financial condition or cash flows.
In May 2021, the Company initiated a voluntary recall of its Tread+ product in collaboration with the U.S. Consumer Product Safety Commission (“CPSC”). In December 2022, the Company entered into a settlement agreement with the CPSC regarding matters related to the Tread+ recall. In the settlement, the Company agreed to pay a $19.1 million civil penalty, resolving the CPSC’s charges that the Company violated the Consumer Product Safety Act (the “CPSA”). On May 18, 2023, the Company and the CPSC jointly announced the approval of a rear guard repair for the recalled Tread+. As previously disclosed, the Company was subpoenaed by the U.S. Department of Justice and Department of Homeland Security for documents and other information related to the Company’s statutory obligations, including under the CPSA.
On May 11, 2023, in collaboration with the CPSC, the Company announced a voluntary recall of the Original Series Bike (not Bike+) sold in the U.S. from January 2018 to May 2023 related to its seat post, and the Company is offering a free replacement seat post as the approved repair. On June 9, 2023, Sam Solomon filed a putative securities class action against the Company and certain of the Company’s officers in the U.S. District Court for the Eastern District of New York, Case No. 1:23-cv-04279-MKB-JRC (the “2023 Securities Litigation”). Jia Tian and David Feigelman were appointed as co-lead plaintiffs. On November 6, 2023, co-lead plaintiffs filed an amended complaint purportedly on behalf of a class consisting of those individuals who purchased or otherwise acquired the Company’s common stock between May 6, 2021 and August 22, 2023, alleging that the defendants made false and/or misleading statements relating to the seat post recall in violation of Sections 10(b) and 20(a) of the Exchange Act. On February 2, 2024, defendants served a motion to dismiss the amended complaint. Briefing on defendants’ motion to dismiss the amended complaint in the 2023 Securities Litigation was completed on May 17, 2024. On February 14, 2025, the court issued a memorandum and order granting defendants’ motion to dismiss and dismissing the amended complaint with leave to file a second amended complaint. On April 11, 2025, co-lead plaintiffs filed a second amended complaint asserting similar claims under Sections 10(b) and 20(a) of the Exchange Act, purportedly on behalf of the same proposed class. On May 21, 2025, defendants served a motion to dismiss the second amended complaint. Briefing on defendants’ motion to dismiss the second amended complaint in the 2023 Securities Litigation was completed on July 28, 2025. On March 31, 2026, the court issued a memorandum and order granting defendants’ motion to dismiss and dismissing the second amended complaint with prejudice. On April 30, 2026, plaintiffs filed a notice of appeal with the United States Court of Appeals for the Second Circuit (the “Second Circuit”).
On September 27, 2023, Courtney Cooper and Abdo P. Faissal filed a verified stockholder derivative complaint, purportedly on behalf of the Company against certain of the Company’s officers and directors, captioned Cooper v. Boone, et. al., Case No. 23-cv-07193-MKB-MMH, in the U.S. District Court for the Eastern District of New York, which alleges breaches of fiduciary duties and violations of Section 14(a) of the Exchange Act, as well as a claim for contribution under Sections 10(b) and 21D of the Exchange Act for any liability the Company may incur as a result of the 2023 Securities Litigation. On January 8, 2024, the court stayed the action pending resolution of the motion to dismiss in the 2023 Securities Litigation, including that any appeals have been concluded.
On May 5, 2022, the United States District Court for the Southern District of New York consolidated two putative securities class action lawsuits against the Company and certain of the Company’s officers under the caption City of Hialeah Employees Retirement System et al. v. Peloton Interactive, Inc., et al., Case No. 21-CV-09582-ALC-OTW and appointed Robeco Capital Growth Funds SICAV – Robeco Global Consumer Trends as lead plaintiff in the class action (the “SDNY Class Action”). Lead plaintiff filed its amended complaint on June 25, 2022, alleging that the defendants made false and/or misleading statements about demand for the Company’s products and the reasons for the Company’s inventory growth, and engaged in improper trading in violation of Sections 10(b) and 20A of the Exchange Act. On March 30, 2023, the court granted defendants’ motion to dismiss, with leave to amend. Plaintiffs filed an amended complaint on May 6, 2023, purportedly on behalf of a class consisting of those individuals who purchased or otherwise acquired the Company’s common stock between February 5, 2021 and January 19, 2022, and defendants moved to dismiss the complaint on June 16, 2023. On September 30, 2024, the court granted defendants’ motion to dismiss the second amended complaint with prejudice (the “Order”). On October 21, 2024, plaintiffs filed a notice of appeal of the Order with the Second Circuit and filed their brief in support of their appeal on December 10, 2024. Defendants filed their responsive brief on January 28, 2025. The Second Circuit heard argument on the appeal on April 11, 2025. On August 27, 2025, the Second Circuit affirmed the Order in part, vacated the Order in part, and remanded the action to the district court for further proceedings, including to consider whether plaintiffs have sufficiently alleged other elements of their claims. The mandate to the district court 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. Briefing on defendants’ renewed motion to dismiss the SDNY Class Action was completed on December 10, 2025.
On July 26, 2023, the Court of Chancery in the State of Delaware consolidated three stockholder derivative actions purportedly on behalf of the Company against certain of the Company’s officers and directors under the caption In re Peloton Interactive, Inc. 2023 Derivative Litigation, Consol. Case No. 2023-0224-KSJM, which alleges that defendants breached their fiduciary duties by purportedly making false statements about the demand for the Company’s products and engaging in improper trading. Allison Manzella, Clark Ovruchesky, Daniel Banks and Karen Florentino are co-lead plaintiffs. The court stayed the action on September 26, 2023 pending final resolution of all motions to dismiss in the SDNY Class Action, including that any appeals have been concluded.
On July 28, 2022, NEC Corporation (“NEC”) filed suit against the Company in the United States District Court for the District of Delaware, Case No. 1:22-cv-00987, alleging that the Company’s use of third-party media players infringed three patents related to specific content streaming technologies and sought damages and injunctive relief. On April 8, 2024, the court stayed the case pending the resolution of inter partes review proceedings instituted by the Company against two of the patents-in-suit before the Patent Trial & Appeal Board (“PTAB”) of the United States Patent and Trademark Office. After the PTAB invalidated one of the patents-in-suit, on March 25, 2025, the court lifted the stay and the case proceeded with respect to the remaining two patents-in-suit (the “‘101 patent” and the “‘809 patent”). On June 30, 2026, the court granted the
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Company’s motion for summary judgment of non-infringement of the ‘809 patent. On July 10, 2026, the court granted NEC’s motion for summary judgment regarding the claim construction of certain terms in the ‘101 patent. On July 23, 2026, the court granted the Company’s motion for summary judgment of no pre-suit damages. The court held a jury trial on the ‘101 patent from July 27 to July 31, 2026. On July 31, 2026, the jury returned a verdict, finding that the ‘101 patent was infringed and not invalid on the basis of lack of written description, and awarded $20.5 million in past damages in the form of a running royalty through the date of the trial. The jury found that the Company was not liable for induced infringement, contributory infringement, or willful infringement of the ‘101 patent. The Company disagrees with the verdict with respect to direct infringement and invalidity, and is evaluating post-trial motion and appellate options.
13. Equity-Based Compensation
2019 Equity Incentive Plan
In August 2019, the Board of Directors adopted the 2019 Equity Incentive Plan (the “2019 Plan”), which serves as the successor the 2015 Stock Plan. The 2019 Plan provides for the grant of equity-based awards to employees, directors and consultants, including stock options, restricted stock units, and performance stock units.
Stock Options
The following summary sets forth the stock option activity under the 2019 Plan:
Options Outstanding
Number of Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) AggregateIntrinsic Value (in millions)
Outstanding — June 30, 2025 20,958,757 $ 21.51 3.8 $ 6.8
Granted — $ —
Exercised (81,817) $ 1.30 $ 0.4
Forfeited or expired (2,162,245) $ 11.16
Outstanding — June 30, 2026 18,714,695 $ 22.79 2.6 $ 4.3
Vested and Exercisable— June 30, 2026 18,102,794 $ 23.28 2.4 $ 4.3
Unvested option activity is as follows:
Options Weighted-Average Grant Date Fair Value
Unvested - June 30, 2025 1,735,457 $ 9.39
Granted — $ —
Vested (1,005,585) $ 11.27
Forfeited or expired (117,971) $ 8.81
Unvested - June 30, 2026 611,901 $ 6.39
The aggregate intrinsic value of options outstanding and vested and exercisable, were calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock as of June 30, 2026. The fair value of the common stock is the closing stock price of Class A common stock as reported on The Nasdaq Global Select Market. The aggregate intrinsic value of exercised options was $0.4 million, $9.2 million, and $12.7 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.
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No stock options were granted during the fiscal year ended June 30, 2026. For the fiscal years ended June 30, 2025 and 2024, the weighted-average grant date fair value per option was $5.53, and $2.46, respectively. The fair value of each option was estimated at the grant date using the Black-Scholes method with the following assumptions:
Fiscal Year Ended June 30,
2025 2024
Weighted average risk-free interest rate (1) 4.3 % 4.5 %
Weighted average expected term (in years) (1) 5.5 3.6
Weighted average expected volatility (1) 87.0 % 87.5 %
Expected dividend yield (1) — —
____________________________
(1) Refer to 2019 Equity Incentive Plan within Note 2, Summary of Significant Accounting Policies for further details regarding how these assumptions are calculated.
Restricted Stock Units
The following table summarizes the activity related to the Company's restricted stock units:
Restricted Stock Units Outstanding
Number of Awards Weighted-Average Grant Date Fair Value
Outstanding — June 30, 2025 (1) 54,154,272 $ 5.92
Granted 23,136,469 $ 6.44
Vested and converted to shares (29,512,773) $ 6.10
Cancelled (11,033,217) $ 6.07
Outstanding — June 30, 2026 36,744,751 $ 6.06
____________________________
(1) During the fiscal year ended June 30, 2026, the Company updated its equity-based compensation disclosures to separately present the activity of RSUs and PSUs. Outstanding awards as of June 30, 2025, and weighted-average grant-date fair values for the prior year have been reclassified to conform to the current-year presentation. This change in presentation had no impact on previously reported consolidated net loss, total cash flows, or financial position.
For the fiscal years ended June 30, 2026, 2025, and 2024, the weighted-average grant date fair value per restricted stock unit was $6.44, $5.18, and $5.46, respectively.
Performance Stock Units
The following table summarizes the activity related to the Company's performance stock units, inclusive of awards with performance conditions and market conditions:
Performance Stock Units Outstanding
Number of Awards Weighted-Average Grant Date Fair Value
Outstanding — June 30, 2025 (1) 1,147,446 $ 5.76
Granted 5,242,805 $ 7.30
Performance adjustment 1,719,709 $ 6.79
Vested and converted to shares (1,999,524) $ 5.77
Cancelled (321,267) $ 7.58
Outstanding — June 30, 2026 5,789,169 $ 7.36
____________________________
(1) During the fiscal year ended June 30, 2026, the Company updated its equity-based compensation disclosures to separately present the activity of RSUs and PSUs. Outstanding awards as of June 30, 2025, and weighted-average grant-date fair values for the prior year have been reclassified to conform to the current-year presentation. This change in presentation had no impact on previously reported consolidated net loss, total cash flows, or financial position.
For the fiscal years ended June 30, 2026 and 2025, the weighted-average grant date fair value per performance stock unit was $7.30 and $5.76, respectively. There were no PSU awards granted prior to fiscal year 2025.
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Stock-Based Compensation Expense
The Company's total stock-based compensation expense was as follows:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
Cost of revenue
Connected Fitness Products $ 8.9 $ 9.3 $ 10.1
Subscription 40.8 36.3 39.3
Total cost of revenue 49.6 45.7 49.5
Sales and marketing 25.1 16.4 19.7
General and administrative 77.5 121.9 177.1
Research and development 45.6 44.8 58.8
Restructuring expense 0.8 0.8 6.6
Total stock-based compensation expense $ 198.6 $ 229.6 $ 311.7
As of June 30, 2026, the Company had $222.9 million of unrecognized stock-based compensation expense related to unvested stock-based awards that is expected to be recognized over a weighted-average period of 2.1 years.
During the fiscal year ended June 30, 2026, three employees who were eligible to participate in the Company’s Severance and Change in Control Plan (the “Severance Plan”) terminated employment. Certain modifications were made to their equity awards, including the extension of the post-termination period during which the employees could exercise their outstanding stock options from 90 days to one year (or the option expiration date, if earlier). In one instance during the fiscal year ended June 30, 2026, the employee transitioned to a non-executive advisory role. As a result of these modifications, the Company recognized incremental stock-based compensation expense of $1.2 million within General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).
During the fiscal year ended June 30, 2025, five employees who were eligible to participate in the Company’s Severance Plan terminated employment. Certain modifications were made to their equity awards, including the extension of the post-termination period during which the employees could exercise their outstanding stock options from 90 days to one year (or the option expiration date, if earlier). In two instances during the fiscal year ended June 30, 2025, the employees transitioned to non-executive advisory roles. As a result of these modifications, the Company recognized incremental stock-based compensation expense of $4.2 million within General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).
During the fiscal year ended June 30, 2024, certain modifications were made to equity awards for four employees, who were eligible to participate in the Severance Plan, excluding the impact separately disclosed below, of the Company’s former President and Chief Executive Officer (“CEO”) who was also covered under the Severance Plan. For the fiscal year ended June 30, 2024, this included the extension of the post-termination period during which an employee may exercise outstanding stock options from 90 days to one year (or the option expiration date, if earlier). In one instance during the fiscal year ended June 30, 2024, the post-termination period during which an employee may exercise outstanding stock options was extended from 90 days to the earlier of the original expiration date or 3 years. This employee transitioned to a non-executive advisory role. As a result of these modifications, the Company recognized incremental stock-based compensation expense of $5.6 million for the fiscal year ended June 30, 2024 within Restructuring expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).
On February 7, 2022, the Board of Directors granted the Company’s former President and CEO, 8,000,000 shares of the Class A common stock (the "Option Award"). The Option Award had an exercise price of $38.77 per share, equal to the closing price of the Class A common stock on the CEO Commencement Date of February 9, 2022. The awards were to vest and become exercisable over four years, with 1/48th vesting on each monthly anniversary of the CEO Commencement Date, subject to the provision of the CEO’s continued service to the Company through each vesting date. The awards were to be exercisable through February 8, 2032. On May 2, 2024, Mr. McCarthy transitioned to a non-executive, strategic advisory role and was granted a new option award (the "Advisory Award") that vested in equal monthly installments through December 31, 2024. Mr. McCarthy also received one year of accelerated vesting on all outstanding stock options (other than the Advisory Award), which will remain exercisable until December 31, 2027. During the fiscal year ended June 30, 2024, in connection with the CEO transition, the Company recognized stock-based compensation expense of $41.9 million for the one year of accelerated vesting of the Option Award, which had an exercise price of $38.77 per share and a grant date fair value of approximately $167.6 million. In addition, the Company recognized incremental stock-based compensation expense of $5.4 million for the modification of stock option awards related to the extension of the exercise window through December 31, 2027. These expenses were recognized within General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).
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14. Concentration of Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company’s cash and cash equivalents are maintained with high-quality financial institutions, the compositions and maturities of which are regularly monitored by management.
For the fiscal years ended June 30, 2026, 2025, and 2024, there were no customers representing greater than 10% of the Company’s Total revenue.
The Company procures components from a broad group of suppliers. Some of the Company’s products require one or more components that are available from only a single source. In the event of an interruption from any of these suppliers, the Company may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and delays. Accordingly, a loss of or poor performance by any of the Company’s significant suppliers could have an adverse effect on the Company’s business, financial condition and operating results.
15. Income Taxes
The components of Income (loss) before income taxes are as follows:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
United States $ 90.5 $ (91.7) $ (416.5)
Foreign (27.4) (23.9) (135.6)
Income (loss) from operations before income taxes $ 63.1 $ (115.6) $ (552.1)
The components of Income tax (benefit) expense are as follows:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions)
Current:
Federal $ — $ — $ —
State 0.7 0.8 0.8
Foreign 1.7 1.9 —
2.4 2.7 0.8
Deferred:
Federal (1.9) — —
State (0.6) — —
Foreign — 0.7 (1.0)
(2.5) 0.7 (1.0)
Total $ (0.1) $ 3.4 $ (0.2)
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A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate pursuant to the requirements of ASU 2023-09 for the fiscal year ended June 30, 2026 is as follows:
Fiscal Year Ended June 30, 2026
Amount Percent
(dollars in millions)
Federal income tax rate $ 13.2 21.0 %
Tax credits
Research and development credit (7.7) (12.2)
Nontaxable or nondeductible items
Excess officer’s compensation 12.5 19.8
Share based compensation 4.8 7.6
Change in valuation allowance (32.1) (50.8)
Other 1.7 2.7
State and local income taxes, net of federal benefit(1) — (0.1)
Foreign tax effects
United Kingdom
Valuation allowance 3.0 4.8
Foreign rate differential (1.5) (2.4)
Impairment 9.9 15.7
Other (3.5) (5.5)
Other foreign jurisdictions (0.5) (0.8)
Effective income tax rate $ (0.1) (0.2) %
____________________________
(1) The states and local jurisdictions that contribute to greater than 50% of the tax effect in this category include California.
A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate for the fiscal years ended June 30, 2025 and 2024 is as follows:
Fiscal Year Ended June 30,
2025 2024
Federal income tax rate 21.0 % 21.0 %
Permanent differences (4.6) (1.2)
Share based compensation (10.3) (9.2)
Return to provision (0.4) (0.2)
Effects of rates different than statutory 0.8 1.0
State and local income taxes, net of federal benefit 0.8 1.7
Change in valuation allowance (12.0) (13.5)
Rate change 0.4 (0.2)
Federal credits 4.2 0.5
State credits (1.1) 0.1
Other (1.7) —
Effective income tax rate (2.9) % — %
The primary differences from the U.S. statutory rate and the Company’s effective tax rate for the fiscal year ended June 30, 2026 are due to the change in valuation allowance, nontaxable or nondeductible items, and federal credits. The primary differences from the U.S. statutory rate and the Company’s effective tax rate for the fiscal year ended June 30, 2025 were due to the change in valuation allowance, stock-based compensation, permanent differences relating to excess officer compensation, and federal credits. The primary differences from the U.S. statutory rate and the Company’s effective tax rate for the fiscal year ended June 30, 2024 were due to the change in valuation allowance, stock-based compensation, and state and international taxes.
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On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States, which made permanent or extended many of the provisions from the Tax Cuts and Jobs Act of 2017. The immediate expensing of domestic research and experimental expenditures for tax years beginning after December 31, 2024 is now permanent, as is 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025. The bill permanently reinstates the more favorable EBITDA approach for calculating the business interest deduction limitation under Section 163(j), among implementing other changes. The Company has accounted for the provisions of the OBBBA in its consolidated financial statements. The changes are not expected to affect the Company’s U.S. net deferred tax assets or liabilities, as the Company continues to maintain a full valuation allowance against those balances.
On August 16, 2022, the Inflation Reduction Act was signed into law in the United States. Among other provisions, the Inflation Reduction Act includes a 15% minimum tax rate applied to corporations with profits in excess of $1 billion and also includes an excise tax on the repurchase of corporate stock. The Company has reviewed the provisions of the law and does not believe that any of the provisions will have a material impact on the business.
On March 11, 2021, the American Rescue Plan was enacted, which extends the period companies can claim an Employee Retention Credit, expands the IRC Section 162(m) limit on deductions for publicly traded companies, and repeals the election that allows US affiliate groups to allocate interest expense on a worldwide basis, among other provisions. The Company reviewed the provisions of the law and determined it had no material impact for the fiscal year ended June 30, 2026.
As of June 30, 2026 and June 30, 2025, the Company’s deferred tax assets were primarily the result of U.S. federal and state net operating losses (“NOLs”), Section 174 capitalized expenditures, disallowed interest carryover, lease liability, non-qualified stock options, and research and development tax credits. A valuation allowance was maintained and/or established in substantially all jurisdictions on the Company’s gross deferred tax asset balances as of June 30, 2026 and 2025. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. The realization of deferred tax assets was based on the evaluation of current and estimated future profitability of the operations, reversal of deferred tax liabilities and the likelihood of utilizing tax credit and/or loss carryforwards. As of June 30, 2026 and June 30, 2025, the Company continued to maintain that it is not at the more likely than not standard, wherein deferred taxes will be realized due to the recent history of losses and management’s expectation of continued tax losses.
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 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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Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets (liabilities) are as follows:
Fiscal Year Ended June 30,
2026 2025
(in millions)
Deferred tax assets:
Net operating loss $ 1,084.8 $ 1,039.5
Accruals and reserves 36.0 65.1
R&D credit 89.1 81.9
Accrued legal and professional fees 9.5 2.9
Non-qualified stock options 96.3 95.0
Restricted stock options 9.4 11.8
Disallowed interest carryover 97.5 68.8
Intangible amortization 47.4 51.1
Capitalized R&E 77.7 119.4
Inventory capitalization 28.6 52.0
Lease liability 105.4 115.8
Deferred revenue 4.6 7.9
Construction in progress 6.5 26.3
Property and equipment 1.1 —
Other 5.2 4.4
Total deferred tax assets: 1,699.1 1,741.9
Valuation allowance (1,620.5) (1,647.4)
Deferred tax liabilities:
Prepaid expenses (2.2) (2.4)
Property and equipment — (6.2)
Right-of-use assets (72.0) (81.4)
Convertible securities (3.7) (4.2)
Other (0.5) (0.1)
Total deferred tax liabilities: (78.4) (94.3)
Deferred tax assets, net $ 0.2 $ 0.2
As of June 30, 2026 and 2025, the Company had federal NOLs of approximately $3,497.9 million and $3,290.0 million, respectively, of which $58.3 million will begin to expire in 2034 and the remainder will be carried forward indefinitely. The Company has undergone three ownership changes in the past which have historically subjected its NOLs to a Section 382 limitation. The resulting Section 382 limitations are large enough to avail the Section 382 limited NOLs by June 30, 2022, therefore no NOLs are currently limited. As of June 30, 2026 and 2025, the Company had state NOLs of approximately $2,728.6 million and $2,657.9 million, respectively, which began to expire at various dates beginning in 2024. As of June 30, 2026 and 2025, the Company had foreign NOLs of approximately $769.4 million and $771.6 million, respectively, generated primarily from its operations in the United Kingdom, which will be carried forward indefinitely. As of June 30, 2026 and 2025, the Company had $87.1 million and $79.4 million, respectively, of federal U.S. research and development credit carryovers that will begin to expire in 2036.
During the fiscal years ended June 30, 2026, 2025, and 2024, the Company recorded additions to the valuation allowance of $0.2 million, $46.8 million and $73.7 million, respectively. These additions primarily related to increases in deferred tax assets arising from capitalized Section 174 costs, Section 163(j) interest expense disallowance, net operating losses and other deductible temporary differences.
During the fiscal years ended June 30, 2026, 2025, and 2024, the Company recorded reductions to the valuation allowance of $27.1 million, $2.7 million and $3.7 million, respectively. These reductions primarily related to decreases in deferred tax assets due to the deductibility of previously capitalized Section 174 amounts and the derecognition of certain deferred tax assets.
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As of June 30, 2026, the Company did not have material undistributed foreign earnings. The Company has not recorded a deferred tax liability for foreign withholding or other foreign local tax on the undistributed earnings from the Company’s international subsidiaries as such earnings are considered to be indefinitely reinvested.
At both June 30, 2026 and 2025, the Company had no unrecognized tax benefits included as a component of income taxes payable within accrued expenses within the accompanying Consolidated Balance Sheets. The Company has the following activity relating to unrecognized tax benefits:
Fiscal Year Ended June 30,
2026 2025
(in millions)
Beginning balance $ — $ —
Gross (decrease) increase in unrecognized tax positions — —
Ending balance $ — $ —
Although it is possible that unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months.
The Company is subject to taxation in the United States, various state and local jurisdictions, as well as foreign jurisdictions where the Company conducts business. Accordingly, on a continuing basis, the Company cooperates with taxing authorities for the various jurisdictions in which it conducts business to comply with audits and inquiries for tax periods that are open to examination. The tax years ended June 30, 2022 and later remain open to examination by tax authorities in the United States and United Kingdom.
Cash paid for income taxes, net of refunds received, pursuant to the requirements of ASU 2023-09 for the fiscal year ended June 30, 2026 is as follows:
Fiscal Year Ended June 30, 2026
(in millions)
Federal $ —
State and local
California 1.0
All other states 0.9
Foreign
Australia 0.5
Canada – Federal 1.1
Canada – Ontario 0.6
China 0.7
Germany – Federal 0.6
Germany – Munich 1.0
Taiwan (1.3)
All other foreign 0.5
Cash paid for income taxes $ 5.5
16. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of outstanding shares of common stock during the period. Diluted earnings (loss) per share is computed using the treasury stock method for stock-based awards, and the if-converted method for convertible senior notes. Under the treasury stock method, the denominator is adjusted to include, when dilutive, incremental shares issuable upon the assumed exercise of stock options, ESPP shares to be issued, and vesting of restricted stock units and awards, and performance stock units. Under the if-converted method, the numerator is adjusted to add back interest expense on the convertible senior notes, net of tax, and the denominator is adjusted to include incremental shares issuable upon conversion of the convertible senior notes, when the effect of applying this method is dilutive. Basic and diluted earnings (loss) per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.
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The computation of basic and diluted earnings (loss) per share is as follows:
Fiscal Year Ended June 30,
2026 2025 2024
(in millions, except share and per share amounts)
Basic earnings (loss) per share:
Numerator:
Net income (loss) $ 63.2 $ (118.9) $ (551.9)
Denominator:
Weighted-average common shares outstanding, basic 424,726,220 390,037,997 365,546,334
Earnings (loss) per share, basic $ 0.15 $ (0.30) $ (1.51)
Diluted earnings (loss) per share:
Numerator:
Net income (loss) $ 63.2 $ (118.9) $ (551.9)
Net income (loss) attributable to common stockholders, diluted $ 63.2 $ (118.9) $ (551.9)
Denominator:
Weighted-average common shares outstanding, basic 424,726,220 390,037,997 365,546,334
Weighted-average effect of dilutive securities:
Stock-based awards 11,492,423 — —
Weighted average common shares outstanding, diluted 436,218,643 390,037,997 365,546,334
Earnings (loss) per share, diluted $ 0.14 $ (0.30) $ (1.51)
As of June 30, 2026, June 30, 2025, and June 30, 2024, 39,217,172, 81,664,586, and 89,951,736 potentially dilutive stock-based awards, respectively, calculated as the total outstanding shares as of those period ends, were excluded from the computation of diluted earnings (loss) per share. Additionally, 76,452,600, 77,284,420, and 77,284,420 of potentially dilutive shares related to convertible senior notes, calculated under the if-converted method, were excluded from the computation of diluted loss per share as of June 30, 2026, June 30, 2025, and June 30, 2024, respectively. These amounts were excluded as they would have been anti-dilutive.
Capped Calls
For the fiscal year ended June 30, 2024, the denominator for basic and diluted loss per share does not include any effect from the Capped Call Transactions the Company entered into concurrently with the issuance of the 2026 Notes as this effect would be anti-dilutive. During the fiscal year ended June 30, 2024, the Capped Call Transactions were terminated. Refer to Note 11, Debt for additional information.
17. Segment Information
The Company applies ASC 280, Segment Reporting, in determining reportable segments. The Company has two reportable segments: Connected Fitness Products and Subscription. The Connected Fitness Products segment primarily derives revenue from the sale of the Company's portfolio of Connected Fitness Products and related accessories, including Precor-branded fitness products, delivery and installation services, Peloton Bike portfolio rental products, extended warranty agreements, branded apparel, and commercial service contracts. The Subscription segment primarily derives revenue from monthly Subscription fees. There are no internal revenue transactions between the Company’s segments. Segment information is presented in the same manner that the chief operating decision maker ("CODM"), the Chief Executive Officer and President, reviews the operating results in assessing performance and allocating resources. No operating segments have been aggregated to form the reportable segments.
Beginning in the first quarter of fiscal 2026, the Company changed its measure of segment profitability to Segment Adjusted Gross profit to better align with the manner in which the CODM evaluates segment performance and makes resource allocation decisions. Segment results for the comparable prior period have been recast to reflect these changes.
Segment Adjusted Gross profit is defined as Revenue less Adjusted Cost of revenue incurred by the segment. Adjusted Cost of revenue includes costs directly related to the function of each segment, including certain corporate overhead costs, such as a portion of depreciation, rent and occupancy charges related to the Company’s corporate facilities, and personnel-related expenses for certain executives and departments (“Allocated overhead costs”).
The CODM reviews Revenue and Segment Adjusted Gross profit for both of the reportable segments, primarily by monitoring actual results compared to forecasted results as well as by reviewing year-over-year results and trending historical performance. No other significant expense
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categories or performance metrics are regularly provided to the CODM on a disaggregated basis. The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis and, accordingly, the Company does not report asset information by segment.
Operating expenditures, interest income and other expense, and taxes are not allocated to individual segments as these are managed on an entity wide group basis. Information on reportable segments and reconciliation to consolidated Income (loss) before income taxes is as follows:
Fiscal Year Ended June 30, 2026
Connected Fitness Products Subscription Total
(in millions)
Revenue $ 770.4 $ 1,675.6 $ 2,446.0
Consolidated Revenue $ 2,446.0
Less:
Adjusted Cost of revenue 680.0 479.3 1,159.3
Segment Adjusted Gross profit $ 90.4 $ 1,196.3 $ 1,286.7
Reconciliation to consolidated income before income taxes:
Sales and marketing (400.4)
General and administrative (430.3)
Research and development (242.8)
Impairment expense (34.6)
Restructuring expense (17.9)
Total other expense, net (97.6)
Income before income taxes $ 63.1
Fiscal Year Ended June 30, 2025
Connected Fitness Products Subscription Total
(in millions)
Revenue $ 817.1 $ 1,673.7 $ 2,490.8
Consolidated Revenue $ 2,490.8
Less:
Adjusted Cost of revenue 720.8 534.0 1,254.7
Segment Adjusted Gross profit $ 96.4 $ 1,139.7 $ 1,236.1
Reconciliation to consolidated loss before income taxes:
Allocated overhead costs 32.2
Sales and marketing (421.6)
General and administrative (527.3)
Research and development (234.2)
Impairment expense (64.1)
Restructuring expense (33.8)
Supplier settlements (23.5)
Total other expense, net (79.3)
Loss before income taxes $ (115.6)
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Fiscal Year Ended June 30, 2024
Connected Fitness Products Subscription Total
(in millions)
Revenue $ 991.7 $ 1,708.7 $ 2,700.5
Consolidated Revenue $ 2,700.5
Less:
Adjusted Cost of revenue 952.0 566.4 1,518.4
Segment Adjusted Gross profit $ 39.8 $ 1,142.3 $ 1,182.1
Reconciliation to consolidated loss before income taxes:
Allocated overhead costs 24.4
Sales and marketing (658.9)
General and administrative (651.0)
Research and development (304.8)
Impairment expense (57.3)
Restructuring expense (66.1)
Supplier settlements 2.6
Total other expense, net (23.2)
Loss before income taxes $ (552.1)