PELOTON INTERACTIVE, INC.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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FY2025 · Filed Aug 7, 2025
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for Peloton. With the participation of the Chief Executive Officer and the Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2025 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2025.
Remediation of Material Weaknesses
As reported in Part II, Item 9A. “Controls and Procedures” of our Annual Reports on Form 10-K for the fiscal years ended June 30, 2024, June 30, 2023, June 30, 2022 and June 30, 2021, we previously identified a material weakness in our internal control over financial reporting related to controls around the existence, completeness, and valuation of inventory.
Management has completed the implementation of significant enhancements to our inventory management process related to the existence, completeness, and valuation of inventory. Management has implemented new or enhanced internal control procedures which we believe address both the identified material weakness and strengthens our overall financial control environment, including:
Increased frequency of the periodic physical inventory count process at our distribution centers and final mile and locations;
Increased accuracy of periodic inventory count at all third-party logistics service providers through increased communication, oversight of their inventory management policies and procedures, and higher partner accountability when dealing with errors;
Designed and implemented management oversight controls specifically related to inventory counts at third party distribution centers and final mile locations;
Increased operational accuracy of inventory cycle count processes;
Improved timeliness and accuracy of transactional processing between Peloton and third-party service providers and increased the accuracy of inventory data across Peloton internal systems, Peloton warehouses, and third-party providers;
Implemented or enhanced controls related to inventory costing and the review of inventory excess and obsolescence reserves;
Consolidated our inventory network and reduced our inventory exposure to locations with historically high physical count inaccuracy; and
Enhanced our training of standard operating procedures and internal controls to key stakeholders within the supply chain, logistics, and inventory processes.
These steps have been subject to ongoing senior management review, as well as oversight by the audit committee of our Board of Directors.
Based on the results of our testing of the enhanced controls, we have determined that the updated controls and procedures are effective as of June 30, 2025. As a result, we believe this material weakness has been remediated.
In addition, as previously reported in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, we identified a material weakness in our internal control over financial reporting related to the business process control environment at Precor. Management assessed the design and operating effectiveness of automated and manual business process controls in Precor’s environment, and identified a number of deficiencies related to lack of proper design of controls and lack of sufficient documentation to validate control design effectiveness, in particular management review controls. Management determined that in the aggregate, these control deficiencies constitute a material weakness.
Management has completed the implementation of significant enhancements to our Precor’s business process controls. Management has implemented new or enhanced internal control procedures which we believe address both the identified material weakness and strengthens our overall financial control environment, including:
Utilized a risk-based approach to remediation and prioritized business process controls designed to mitigate significant financial statement risk areas, including financial statement close process review controls and management review controls over inventory and revenue transactions;
Engaged an accounting advisory firm to assist with the documentation, evaluation, remediation, and testing of our internal control over financial reporting related to Precor’s business process control environment based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission;
Trained relevant personnel on the design and operation of our internal control over financial reporting relating to Precor’s business process control environment; and
Hired additional qualified accounting and financial reporting personnel with internal control expertise to support the Precor business.
These steps have been subject to ongoing senior management review, as well as oversight by the audit committee of our Board of Directors.
Based on the results of our testing of the enhanced controls, we have determined that the updated controls and procedures are effective as of June 30, 2025. As a result, we believe this material weakness has been remediated.
We concluded with respect to each of the material weaknesses described above that these material weaknesses did not result in any material misstatements in our financial state ments or disclosuresin the current year or in our annual consolidated financial statements in any of the prior fiscal years in which this material weakness existed. Based on additional procedures and post-closing review, management concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
Changes in Internal Control over Financial Reporting
Other than the remediation efforts described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. 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. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Ernst & Young LLP, our independent registered public accounting firm that audited the consolidated financial statements, has issued an audit report on our internal control over financial reporting as of June 30, 2025, which is included in Item 8 of this Annual Report on Form 10-K.
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