UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 03, 2026 |
The Beachbody Company, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-39735 |
85-3222090 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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400 Continental Blvd Floor 6 |
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El Segundo, California |
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90245 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (310) 883-9000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Class A Common Stock, par value $0.0001 per share |
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BODI |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Credit Agreement Amendment
On August 3, 2026, The Beachbody Company, Inc. (the “Company”) entered into an Amendment No. 2 to Credit Agreement (the “Amended Credit Agreement”) among the Company, as the Administrative Borrower (as defined therein), the other Borrowers (as defined therein) party thereto, the lenders party thereto, and Tiger Finance, LLC, as administrative agent and collateral agent. The Amended Credit Agreement amends the Company’s prior Credit Agreement dated as of May 13, 2025 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of January 7, 2026, the “Prior Credit Agreement”).
Pursuant to the terms of the Amended Credit Agreement, the financial covenants in the Prior Credit Agreement have been amended such that (i) the minimum cash threshold for the Covenant Testing Period (as defined in the Amended Credit Agreement) has decreased from the Total Outstandings (as defined in the Prior Credit Agreement) plus $4,600,000 (approximately $29,600,000 at June 30, 2026) to $22,500,000, (ii) the billings fixed charge coverage ratio covenant has been eliminated, (iii) the minimum liquidity level has been increased from $15,000,000 to $18,000,000, which will decrease at a monthly amount of approximately $162,000, beginning March 1, 2027, to $16,000,000, (iv) the minimum digital subscriptions covenant level has been reduced from 700,000 to 650,000 through and including December 31, 2026 and 550,000 thereafter, and such minimum digital subscriptions covenant shall only be tested if the Cash Threshold (as defined in the Amended Credit Agreement) is less than $22,500,000 and (v) the Three Month Total Billings Target (as defined in the Amended Credit Agreement) has been increased from 90% to 92.5% of Forecasted Total Billings (as defined in the Amended Credit Agreement) and the Three Month Total Billings Target (as defined in the Amended Credit Agreement) shall only be tested if the Cash Threshold (as defined in the Amended Credit Agreement) is less than $22,500,000. In addition, the step-down to the interest rate of SOFR Rate plus 7.75% has been removed so that the interest rate is SOFR Rate plus 9.00%, which shall apply until the maturity of the credit facility. The foregoing summary of the Amended Credit Agreement is qualified in its entirety by reference to the full text of the Amended Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 6, 2026, the Company issued a press release announcing the entry into the Amended Credit Agreement as described above in Item 1.01 of this Current Report on Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated in this Item 7.01, including the press release furnished herewith as Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
Amendment No. 2 to Credit Agreement, dated as of August 3, 2026 by and among The Beachbody Company, Inc., Beachbody, LLC, the borrower parties thereto, the guarantor parties thereto, the lenders party thereto and Tiger Finance, LLC, as administrative and collateral agent. |
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99.1 |
Press Release, dated August 6, 2026 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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The Beachbody Company, Inc. |
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Date: |
August 6, 2026 |
By: |
/s/ Jonathan Gelfand |
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Jonathan Gelfand
Executive Vice President, Business & Legal Affairs,
Corporate Secretary |
BODi Announces Second Amendment to Credit Facility
EL SEGUNDO, Calif., August 6, 2026 -- The Beachbody Company, Inc. (NASDAQ: BODI) ("BODi" or the "Company"), the proactive wellness company delivering nutrition, supplements, and proven fitness programs that help people take control of their health inside and out, today announced it has entered into a second amendment to its credit agreement with Tiger Finance, LLC, as administrative agent and collateral agent. This modification continues to enhance the Company's financial flexibility through amended covenant terms.
The amendment further streamlines the financial covenant structure, eliminates the billings fixed charge coverage ratio covenant, and adjusts certain other financial covenants, including the minimum digital subscriptions level and the Three Month Total Billings Target. The amended covenants for the Three Month Total Billings target and the minimum Digital Subscriptions level will not be tested if the Company’s cash balance is above $22.5 million. The second amendment reduced the cash balance required to not test these two covenants by approximately $7 million as of the date of the second amendment. The Company must maintain a minimum liquidity level of $18 million, which will decrease by approximately $0.2 million monthly beginning March 1, 2027 to $16 million.
Mark Goldston, Executive Chairman of The Beachbody Company, commented “We continue to value our relationship with Tiger Finance as a creative, resourceful and supportive partner to BODi. This amendment gives us additional flexibility to execute on our growth strategies as we build on the progress we've made in 2026.”
Carl Daikeler, Co-Founder and Chief Executive Officer added: “This amendment reflects the continued strengthening of our balance sheet and supports our ability to invest in growth, including our nutrition and retail initiatives, without compromising the financial discipline that has defined our turnaround.”
The Company's cash position of $36.6 million on March 31, 2026, exceeded its $23.6 million debt level by $13.0 million. This strong financial position demonstrates the success of its financial transformation and positions BODi for its planned growth initiatives in 2026.
About BODi and The Beachbody Company, Inc.
BODi is the proactive wellness company delivering nutrition, supplements and proven fitness programs that help people take control of their health inside and out. With nearly three decades of experience, BODi, formerly Beachbody, has evolved from a leader in home fitness into a comprehensive health and fitness ecosystem designed to help people achieve their goals and lead healthier, more fulfilling lives. Anchored by science-backed nutrition solutions like Shakeology and supported by its portfolio of proven fitness and habit-building programs, including P90X and INSANITY, BODi is creating a more accessible and effective path to long-term health.
Since its inception, BODi has supported more than 30 million customers in achieving lasting results. The company continues to innovate across nutrition and digital fitness to deliver simple, proven solutions for modern lifestyles.
To subscribe and shop, visit BODi.com. For company and investor information, please visit TheBeachbodyCompany.com.
