Filing Analysis
The Beachbody Company, Inc. has filed an 8-K to announce its quarterly financial results for the period ended June 30, 2026.
📋 Key Facts
- Report date: August 10, 2026
- Reporting period: Quarter ended June 30, 2026
- The filing includes a press release (Exhibit 99.1) detailing financial results and other information.
Beachbody Company entered into Amendment No. 2 to its Credit Agreement on August 3, 2026, with Tiger Finance, LLC. The amendment involves significant restructuring of financial covenants and an increase in the interest rate margin.
🚩 Red Flags
- Increased cost of debt: The removal of the interest rate step-down increases the margin from 7.75% to 9.00%.
- Covenant restructuring suggests pressure on liquidity and performance metrics.
- The requirement for higher billings targets (from 90% to 92.5%) indicates more stringent operational requirements if cash levels drop.
📋 Key Facts
- Entered into Amendment No. 2 to Credit Agreement on August 3, 2026.
- Minimum cash threshold for Covenant Testing Period decreased from ~$29.6M to $22.5M.
- Billings fixed charge coverage ratio covenant has been eliminated.
- Minimum liquidity level increased from $15M to $18M (with a scheduled step-down starting March 1, 2027).
- Minimum digital subscriptions covenant reduced from 700k to 650k through Dec 31, 2026, and 550k thereafter.
- Three Month Total Billings Target increased from 90% to 92.5% of Forecasted Total Billings (contingent on cash threshold).
- Interest rate margin increased: the step-down to SOFR + 7.75% was removed; interest rate is now fixed at SOFR + 9.00% until maturity.
The Beachbody Company, Inc. reported the results of its 2026 annual meeting of stockholders held on June 2, 2026. Shareholders elected nine directors, ratified the appointment of Deloitte & Touche LLP as the independent auditor, and approved executive compensation.
📋 Key Facts
- Annual meeting held on June 2, 2026.
- Nine nominees to the Board of Directors were elected for one-year terms.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Executive compensation received advisory approval from stockholders.
The Beachbody Company, Inc. (BODI) announced its financial results for the first quarter ended March 31, 2026. The filing serves as a formal submission of the company's earnings press release to the SEC.
📋 Key Facts
- Financial results reported for the quarter ended March 31, 2026
- Filing date and report date are both May 12, 2026
- Information is furnished under Item 2.02 and is not deemed 'filed' for Section 18 purposes
- Press release included as Exhibit 99.1
The Beachbody Company, Inc. (BODI) furnished its financial results for the fourth quarter and full fiscal year ended December 31, 2025.
📋 Key Facts
- The report was filed on March 10, 2026, covering the period ending December 31, 2025.
- The filing includes Item 2.02 (Results of Operations and Financial Condition).
- A press release detailing the financial performance was included as Exhibit 99.1.
- The information is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.
Beachbody Company, Inc. entered into an amendment to its existing credit agreement with Tiger Finance, LLC on January 7, 2026. The amendment modifies several financial covenants and interest rate terms.
🚩 Red Flags
- Increased liquidity requirement suggests a need for higher cash buffers.
- The addition of a Billings Fixed Charge Coverage Ratio (1.10x) indicates lenders are seeking more protection against cash flow volatility.
- Covenant testing triggers suggest the company's performance is being closely monitored by lenders.
📋 Key Facts
- Amendment No. 1 to Credit Agreement effective January 7, 2026.
- Eliminated the maximum capital expenditure covenant.
- Increased minimum liquidity requirement from $12,000,000 to $15,000,000.
- Reduced minimum digital subscriptions covenant from 850,000 to 700,000.
- Added a new Billings Fixed Charge Coverage Ratio of at least 1.10x if a Covenant Testing Period is triggered.
- Interest rate reduction potential: SOFR + 9.00% can decrease to SOFR + 7.75% for the period ending December 31, 2026.
The Beachbody Company, Inc. announced its financial results for the fiscal quarter ended September 30, 2025. The filing serves as a formal notice that earnings data is being released via press release.
📋 Key Facts
- Reporting date: November 10, 2025
- Period covered: Quarter ended September 30, 2025
- The filing includes Exhibit 99.1 containing the official press release of financial results.
Beachbody Company, Inc. is voluntarily withdrawing its Class A common stock from the New York Stock Exchange (NYSE) and transferring the listing to the Nasdaq Capital Market. The transfer is expected to be completed by September 3, 2025.
🚩 Red Flags
- Voluntary delisting from a major exchange (NYSE) can sometimes be a precursor to restructuring or changes in market liquidity/investor profile.
📋 Key Facts
- The company intends to voluntarily withdraw from the NYSE on August 20, 2025.
- Trading on the NYSE is expected to cease at the close of business on September 2, 2025.
- Nasdaq has already approved the listing transfer.
- Trading on Nasdaq is expected to commence on September 3, 2025.
- The stock will continue to trade under the ticker symbol 'BODI'.
The Beachbody Company, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended June 30, 2025. The filing serves as a formal announcement of the earnings release via Exhibit 99.1.
📋 Key Facts
- Reporting date: August 5, 2025
- Period covered: Quarter ended June 30, 2025
- The filing includes an earnings press release as Exhibit 99.1
- Company is listed on the New York Stock Exchange (NYSE) under ticker BODI
The Beachbody Company, Inc. held its 2025 annual meeting of stockholders on June 4, 2025. The filing reports the results of shareholder votes regarding director elections, auditor ratification, and executive compensation.
📋 Key Facts
- Annual Meeting Date: June 4, 2025
- Nine nominees were elected to the Board of Directors for a one-year term expiring in 2026.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year ending December 31, 2025.
- Shareholders provided advisory approval for executive compensation.
The Beachbody Company, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2025.
📋 Key Facts
- Report date: May 14, 2025
- Reporting period: Quarter ended March 31, 2025
- The filing includes a press release (Exhibit 99.1) detailing financial results and other information.
The Beachbody Company, Inc. received a notice from the NYSE stating it is non-compliant with minimum market capitalization and stockholders' equity requirements. The company must submit a plan within 45 days to demonstrate how it will regain compliance within 18 months.
🚩 Red Flags
- Delisting notice regarding market capitalization and equity thresholds
- Requirement to present a remedial business plan to the exchange
- Potential for involuntary delisting if compliance is not met within 18 months
📋 Key Facts
- Received NYSE notice on April 10, 2025.
- Non-compliance with Section 802.01B of the NYSE Listed Company Manual.
- Failure to maintain an average market capitalization of at least $50.0 million over a consecutive 30 trading-day period.
- Failure to maintain stockholders' equity of at least $50.0 million.
- Company must submit a business plan within 45 days to regain compliance within 18 months.
The Beachbody Company, Inc. announced the retirement of its Chief Operating Officer, Kathy Vrabeck, effective April 1, 2025. The filing details specific compensatory adjustments regarding her equity awards and option exercise period.
🚩 Red Flags
- Departure of a key C-suite executive (COO) can sometimes signal internal restructuring or strategic shifts, though retirement is often routine.
📋 Key Facts
- Kathy Vrabeck retired as Chief Operating Officer (COO) effective April 1, 2025.
- The retirement was announced on February 14, 2025.
- Ms. Vrabeck received 12 months of accelerated vesting for each of her time-vesting equity awards.
- The post-termination exercise period for her Company options was extended from 90 to 180 days.
The Beachbody Company, Inc. announced its financial results for the quarter and fiscal year ended December 31, 2024. The filing serves as a formal announcement of earnings via an attached press release.
📋 Key Facts
- Financial results were reported for the period ending December 31, 2024.
- The announcement was made on March 27, 2025.
- Results are contained in Exhibit 99.1 (Press Release).
The Beachbody Company, Inc. announced a new severance letter agreement for Brad Ramberg following his appointment as Interim Chief Financial Officer on February 24, 2025.
🚩 Red Flags
- Interim CFO designation may suggest instability or transition in the finance department, though no formal departure was reported in this specific filing.
📋 Key Facts
- Brad Ramberg has been appointed/retained in an increased role as Interim CFO of subsidiary Beachbody, LLC (BODi).
- A new severance letter agreement was executed on February 24, 2025.
- Severance terms include 0.5x to 1x annual base salary depending on the nature of termination/change in control.
- Benefits include 12 months of subsidized healthcare and accelerated vesting of equity awards for 12 months upon qualifying termination.
The Beachbody Company, Inc. announced a compensation adjustment for Executive Chairman Mark Goldston due to an expansion of his role and responsibilities.
🚩 Red Flags
- Contingent salary increase tied to debt repayment (Blue Torch term loan) suggests management is focused on deleveraging/liquidity constraints.
📋 Key Facts
- Effective March 1, 2025, Mark Goldston's annual base salary will increase to $500,000.
- A further increase to $700,000 in annual base salary is contingent upon the full repayment of the Blue Torch term loan.
- The compensation change was approved by the Company's Compensation Committee on February 19, 2025.
The Beachbody Company, Inc. announced the retirement of its Chief Operating Officer, Kathy Vrabeck, effective April 1, 2025.
📋 Key Facts
- Kathy Vrabeck will retire from her role as Chief Operating Officer.
- The retirement is effective as of April 1, 2025.
- Notification was provided to the Company on February 11, 2025.
The Beachbody Company, Inc. announced that its Board of Directors approved and adopted amendments to the company's bylaws on December 12, 2024. The changes primarily focus on aligning with SEC universal proxy rules and enhancing procedural mechanics for stockholder meetings.
📋 Key Facts
- Board approved Second Amended and Restated Bylaws on December 12, 2024.
- Amendments address SEC universal proxy rules regarding proxy authorization under Rule 14a-19.
- New rule requires stockholders soliciting proxies to use a color other than white (reserved for the Board).
- Enhanced procedural mechanics for stockholder meetings and notice requirements upon adjournment.
The Beachbody Company, Inc. announced an amendment to a stock option grant for Mr. Goldston and the repricing of underwater stock options for certain employees and service providers. The modification removes performance-based vesting requirements for Mr. Goldston's options and resets exercise prices to the current market price of $6.43.
🚩 Red Flags
- Removal of performance-based vesting requirements for an executive's stock options (decoupling pay from company performance).
- Repricing of 'underwater' options, which can be viewed as a form of compensation that dilutes existing shareholders to benefit insiders/employees.
- Historical context: The filing references a 1-for-50 reverse stock split in November 2023, indicating significant prior share price erosion.
📋 Key Facts
- On September 19, 2024, the Compensation Committee amended a stock option grant for Mr. Goldston under the 2023 Employment Inducement Incentive Award Plan.
- The amendment removes performance goals for 477,661 shares (post-reverse split) previously granted to Mr. Goldston; vesting is now based solely on continued service.
- Vesting schedule: 25% of the total shares vest on each of the first four anniversaries of June 15, 2023, subject to continued service.
- The Board approved repricing underwater stock options for certain eligible employees and service providers effective November 13, 2024.
- Repriced exercise price: $6.43 per share (based on the closing price on Nov 13, 2024).
- CEO and Board members (excluding Mr. Goldston) were ineligible for the repricing.
The Beachbody Company, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended September 30, 2024.
📋 Key Facts
- Report date: November 12, 2024
- Reporting period: Quarter ended September 30, 2024
- The filing is an announcement of results under Item 2.02 (Results of Operations and Financial Condition).
Beachbody Company, Inc. entered into a Sixth Amendment to its existing $50 million senior secured term loan facility and amended outstanding warrants. The amendment modifies financial covenants, increases amortization requirements, and significantly reduces the exercise price of lender warrants.
🚩 Red Flags
- Significant reduction in warrant exercise price (from $9.16 to $6.26) suggests lenders are seeking equity compensation/downward pressure on stock value.
- Introduction of a new EBITDA covenant indicates increased pressure on operational performance to maintain credit standing.
- Increased amortization requirements ($7M over next 4 quarters) will impact cash flow liquidity.
📋 Key Facts
- Amendment No. 6 to Financing Agreement executed on October 18, 2024.
- Removed minimum revenue financial covenant; added a new minimum EBITDA financial covenant.
- Modified minimum liquidity covenant: $9.5M through Dec 31, 2024, increasing to $13.0M thereafter.
- Amended amortization schedule requiring total principal payments of $7.0M through Dec 31, 2025 ($3M in Q1 2025; $2M in Q2 2025; $1M in Q3 and Q4 2025).
- Borrower made a partial prepayment of $3.2 million plus interest and a $40,000 premium.
- Amended Blue Torch Warrants: Exercise price reduced from $9.16 to $6.26 per share for 97,482 shares.
Beachbody is undergoing a major strategic restructuring called the 'Pivot,' transitioning from a Multi-Level Marketing (MLM) model to a single-level Affiliate Program. This involves a 33% workforce reduction and significant one-time cash and non-cash charges.
🚩 Red Flags
- Significant workforce reduction (33%) indicating operational distress or massive restructuring.
- Potential for significant asset impairments to goodwill and long-lived assets.
- Risk of failure to comply with debt covenants due to revenue fluctuations from model change.
- Risk of increased churn in subscriber base during the transition.
- Potential litigation exposure arising from the Pivot.
- Material weakness risks in internal controls due to reduced accounting/audit staff.
📋 Key Facts
- Transitioning from Multi-Level Marketing Network to a single level Affiliate Program ('the Pivot').
- Workforce reduction of approximately 33%.
- Estimated aggregate net cash charges for severance: $6 - $8 million (primarily in Q3 2024).
- Estimated non-cash charges related to accelerated depreciation: ~$11 million (primarily in Q4 2024).
- The Company is evaluating potential impairment of goodwill and long-lived assets as of Sept 30, 2024.
- President Michael Neimand's position was eliminated as part of the Pivot.
The Beachbody Company, Inc. announced the appointment of Brad Ramberg as Interim Chief Financial Officer, effective August 15, 2024. The appointment includes a $100,000 restricted stock unit (RSU) award scheduled to vest in one year.
🚩 Red Flags
- Appointment of an 'Interim' CFO often suggests sudden vacancy or instability in the finance department.
- Use of interim leadership can signal a transition period or difficulty in attracting permanent executive talent.
📋 Key Facts
- Brad Ramberg appointed as Interim CFO effective August 15, 2024.
- Compensation Committee approved an RSU Award with an aggregate value of $100,000.
- RSU vesting is scheduled for 100% on August 15, 2025, contingent upon continued employment.
- The number of shares will be determined by dividing $100,000 by the closing price per share on the grant date.
The Beachbody Company, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended June 30, 2024. The filing serves as a formal notification of the release of quarterly earnings via press release.
📋 Key Facts
- Reporting date: August 6, 2024
- Period covered: Quarter ended June 30, 2024
- The filing includes Exhibit 99.1 containing the official press release of financial results.
The Beachbody Company, Inc. announced the resignation of its Chief Financial Officer, Marc Suidan, effective August 15, 2024. Brad Ramberg has been appointed as Interim CFO to oversee financial and accounting operations.
🚩 Red Flags
- Sudden departure of a key C-suite executive (CFO) can create transitional uncertainty.
📋 Key Facts
- Marc Suidan (CFO) is resigning on August 15, 2024, to pursue other opportunities.
- The company stated the departure is not related to any disagreements regarding financial or operating results/policies.
- Brad Ramberg (EVP - Strategic Initiatives) appointed as Interim CFO, assuming roles of principal financial and accounting officer.
- Ramberg previously served as CFO for Beachbody from 2006 to 2014.
Beachbody Company, Inc. reported the results of its 2024 Annual Meeting of Stockholders held on June 4, 2024. The meeting included the election of nine directors and the approval of an amendment to the company's 2021 Incentive Award Plan.
📋 Key Facts
- The 2024 Annual Meeting was held on June 4, 2024.
- Nine nominees were elected to the Board of Directors for a one-year term expiring in 2025.
- Stockholders approved the First Amendment to the Beachbody Company, Inc. 2021 Incentive Award Plan, increasing the aggregate number of shares available under the plan by 350,000 shares.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Executive compensation received advisory approval from stockholders.
The Beachbody Company, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended March 31, 2024.
📋 Key Facts
- Report date: May 6, 2024
- Reporting period: Quarter ended March 31, 2024
- The filing is a standard announcement of quarterly results under Item 2.02.
The Beachbody Company, Inc. entered into a severance letter agreement with Michael Neimand, President of Beachbody (BODi), effective April 10, 2024.
🚩 Red Flags
- Potential leadership instability indicated by the formalization of severance terms for the President.
📋 Key Facts
- Agreement dated April 10, 2024, between subsidiary Beachbody, LLC and President Michael Neimand.
- Severance includes 0.5x annual base salary (or 1x if within 12 months of a change in control) paid over six months.
- Includes 12 months of subsidized healthcare coverage.
- Provides for an additional 12 months of vesting for unvested equity awards (or full accelerated vesting if within 12 months of a change in control).
- Severance is contingent upon the execution and non-revocation of a general release of claims.
Beachbody Company, Inc. entered into a Fifth Amendment to its existing $50 million senior secured term loan facility and amended outstanding warrants. The amendment involves significant changes to financial covenants and a substantial reduction in the warrant exercise price.
🚩 Red Flags
- Significant dilution risk: The warrant exercise price was slashed by ~55% (from $20.50 to $9.16), indicating lenders are demanding more equity upside for continued financing.
- Tightening/Shifting Covenants: The company is negotiating revenue and liquidity floors, which often suggests pressure on cash flow or growth targets.
- Prepayment Premium: Payment of a $120,000 premium indicates the cost of restructuring existing debt.
📋 Key Facts
- Entered into Fifth Amendment to Financing Agreement on April 5, 2024.
- Amended minimum revenue covenant: $100M per quarter through Dec 31, 2024; increasing to $110M per quarter thereafter through Dec 31, 2025.
- Amended minimum liquidity covenant: Must maintain at least $18.0 million at all times.
- Borrower made a partial prepayment of $4.0 million plus interest and a $120,000 prepayment premium.
- Amended exercise price of 97,482 Class A common stock warrants from $20.50 per share down to $9.16 per share.
The Beachbody Company, Inc. announced its financial results for the fiscal quarter and year ended December 31, 2023. The filing serves as a formal announcement of earnings via an attached press release.
📋 Key Facts
- Reporting period: Quarter and Year ended December 31, 2023.
- Announcement date: March 11, 2024.
- Filing includes Exhibit 99.1 containing the full press release of financial results.
Beachbody Company entered into a consent and amendment to its existing $50 million senior secured term loan facility. The transaction involved a partial prepayment of $5.5 million and an amendment to minimum liquidity covenants, alongside a sale-and-leaseback of the company's production facility.
🚩 Red Flags
- Amendment to liquidity covenants suggests potential pressure on cash reserves.
- Sale-and-leaseback of core production assets can be a sign of a company needing immediate liquidity at the expense of long-term asset ownership.
- The requirement for higher liquidity ($22M) starting April 1, 2024, creates a looming compliance hurdle.
📋 Key Facts
- Entered into Consent No. 2 and Amendment No. 4 to the Financing Agreement on February 29, 2024.
- Made a partial prepayment of approximately $5.5 million in principal plus interest and a $165,000 prepayment premium.
- Amended minimum liquidity financial covenants: $17.0 million through March 31, 2024, increasing to $22.0 million thereafter.
- Completed sale-and-leaseback of Van Nuys production facility for approximately $6.2 million (net carrying value was $4.8 million as of Dec 31, 2023).
- Entered into a five-year lease for the sold facility with two three-year extension options.
The Beachbody Company, Inc. announced a ticker symbol change from 'BODY' to 'BODI' on the New York Stock Exchange (NYSE), effective prior to market open on March 4, 2024. This change is intended to align with the company's rebranding efforts.
📋 Key Facts
- Ticker symbol changing from 'BODY' to 'BODI'.
- Effective date: Prior to market open on March 4, 2024.
- Exchange: New York Stock Exchange (NYSE).
- The change aligns with the company's rebrand to BODi announced on March 9, 2023.
- CUSIP number remains unchanged.
The Beachbody Company, Inc. announced the date for its 2024 Annual Meeting of Stockholders, scheduled for June 4, 2024.
📋 Key Facts
- 2024 Annual Meeting of Stockholders set for June 4, 2024.
- Deadline for Rule 14a-8 stockholder proposals is April 11, 2024.
- Deadline for other stockholder business/director nominations is March 6, 2024.
- The meeting date differs by more than 30 days from the previous anniversary date.
Beachbody Company, Inc. entered into a Consent and Amendment to its existing $50 million senior secured term loan facility on January 9, 2024. The amendment modifies liquidity covenants and permits the sale of certain assets by the Borrower.
🚩 Red Flags
- Modification of liquidity covenants suggests potential pressure on cash reserves or working capital management.
- The requirement to increase the minimum liquidity covenant from $19M to $24M in three months indicates a tightening of financial requirements by lenders.
- Consent for asset sales often signals a need to raise immediate cash to meet obligations.
📋 Key Facts
- Entered into Consent No. 1 and Amendment No. 3 to Financing Agreement on January 9, 2024.
- The amendment consents to the sale of certain assets by Beachbody, LLC (the Borrower).
- Amended minimum liquidity financial covenant: $19.0 million through March 31, 2024; increasing to $24.0 million thereafter until maturity.
- Borrower made a partial prepayment of $1.0 million in principal plus accrued interest and a $30,000 prepayment premium.