Beachbody (NYSE: BODI) revises credit covenants, raises liquidity bar

Rhea-AI Filing Summary

The Beachbody Company, Inc. entered into an Amendment No. 1 to its Credit Agreement with lenders and Tiger Finance, LLC on January 7, 2026. The amendment removes the prior maximum capital expenditure covenant and raises the minimum liquidity requirement from $12,000,000 to $15,000,000.

The minimum total billings and minimum digital subscriptions covenants are now tested only if a defined Covenant Testing Period is triggered, and the minimum digital subscriptions level is reduced from 850,000 to 700,000. If a Covenant Testing Period is in effect, the company must maintain a Billings Fixed Charge Coverage Ratio of at least 1.10x, tested monthly.

The amendment also specifies that the first potential decrease in the interest rate, from the one-month SOFR rate plus 9.00% to the one-month SOFR rate plus 7.75%, can apply for the period ended December 31, 2026, subject to other terms. The company also furnished a press release describing this amendment.

Insights

Credit and capital structure analyst

Amendment relaxes some performance tests but tightens liquidity and adds a coverage ratio.

The amendment to Beachbody's credit agreement adjusts key financial covenants. The maximum capital expenditure covenant is removed, which gives the company more flexibility on spending. At the same time, the minimum liquidity requirement rises from $12,000,000 to $15,000,000, indicating lenders want a higher cash or liquidity buffer on hand.

Operational metrics are recalibrated: the minimum digital subscriptions covenant is lowered from 850,000 to 700,000, and both minimum total billings and minimum digital subscriptions are only tested if a Covenant Testing Period is triggered under the agreement. A new Billings Fixed Charge Coverage Ratio covenant of at least 1.10x, tested monthly during a Covenant Testing Period, adds a protective measure focused on cash flow relative to fixed charges.

The interest margin step-down, from one-month SOFR plus 9.00% to one-month SOFR plus 7.75%, is first available for the period ended December 31, 2026, subject to conditions in the agreement. Overall, these changes rebalance lender protections between liquidity, subscription metrics, and coverage, while deferring any potential interest cost reduction to a later period.

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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

Date of Report (Date of earliest event reported): January 07, 2026

The Beachbody Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39735	85-3222090
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
400 Continental Blvd Floor 6
El Segundo, California				90245
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 883-9000

N/A

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		BODI		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 January 7, 2026 (the “Amendment Effective Date”), The Beachbody Company, Inc. (the “Company”) entered into an Amendment No. 1 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 (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 maximum capital expenditure covenant has been eliminated, (ii) the minimum liquidity level has been increased from $12,000,000 to $15,000,000, (iii) the minimum total billings and minimum digital subscriptions covenants are not tested unless a Covenant Testing Period (as defined in the Amended Credit Agreement) has been triggered, (iv) the minimum digital subscriptions covenant level has been reduced from 850,000 to 700,000, and (v) an additional financial covenant has been added such that, if a Covenant Testing Period (as defined in the Amended Credit Agreement) is in effect, the Company must maintain a Billings Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) of at least 1.10x, tested on a monthly basis. In addition, the first time that the interest rate can decrease from the one-month SOFR Rate plus 9.00%, to the one-month SOFR Rate plus 7.75%, is for the period ended December 31, 2026, subject to the other terms of the Amended Credit Agreement.

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 January 8, 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.

Exhibit     No.		Description
10.1	Amendment No. 1 to Credit Agreement, dated as of January 7, 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.
99.1	Press Release, dated January 8, 2026.
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.

			The Beachbody Company, Inc.
Date:	January 8, 2026	By:	/s/ Jonathan Gelfand
			Jonathan Gelfand Executive Vice President, Business & Legal Affairs, Corporate Secretary

FAQ

What did Beachbody (BODI) change in its credit agreement?

Beachbody entered into Amendment No. 1 to its Credit Agreement with Tiger Finance, LLC and other lenders. The amendment revises several financial covenants, including liquidity, subscription, and coverage ratio requirements, and sets conditions for a potential future interest rate reduction.

How did the Beachbody (BODI) amendment affect minimum liquidity requirements?

The amendment increases the company’s minimum liquidity requirement from $12,000,000 to $15,000,000, meaning Beachbody must now maintain a higher minimum level of liquidity under the amended agreement.

What changes were made to Beachbody’s digital subscriptions covenant?

The minimum digital subscriptions covenant level was reduced from 850,000 to 700,000. In addition, the minimum total billings and minimum digital subscriptions covenants are only tested when a defined Covenant Testing Period under the amended credit agreement has been triggered.

What new financial covenant did Beachbody add in the amendment?

If a Covenant Testing Period is in effect, Beachbody must maintain a Billings Fixed Charge Coverage Ratio of at least 1.10x, tested on a monthly basis. This new covenant focuses on the relationship between billings and fixed charges.

When can Beachbody’s interest rate under the credit agreement decrease?

The first time the interest rate can decrease from the one-month SOFR rate plus 9.00% to the one-month SOFR rate plus 7.75% is for the period ended December 31, 2026, subject to the other terms and conditions in the amended credit agreement.

Did Beachbody issue a press release about the credit agreement amendment?

Yes. On January 8, 2026, Beachbody issued a press release announcing the entry into the Amended Credit Agreement. The press release is furnished as Exhibit 99.1.