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The Beachbody Company, Inc. files a prospectus supplement registering 543,590 shares of Class A common stock for resale by selling shareholders representing shares issuable upon exercise of outstanding Common Warrants.
The supplement incorporates by reference the Company’s Form 10-K for the fiscal year ended December 31, 2025 and states the March 9, 2026 closing sale price of Class A Common Stock was $8.20. The supplement updates and supplements the Prospectus dated June 13, 2024 and must be read together with that Prospectus.
The Beachbody Company, Inc. filed a prospectus supplement that registers an aggregate of 4,866,405 shares of Class A common stock, 5,333,333 private placement warrants (every 50 warrants exercisable for one share at an exercise price of $575.00) and up to 306,667 shares issuable upon exercise of outstanding public and private warrants. The supplement incorporates the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and updates the original prospectus dated May 22, 2024.
The filing discloses market context: Class A shares outstanding were 4,450,721 and Class X outstanding were 2,729,003 as of March 3, 2026, and the closing sale price per Class A share was $8.20 on March 9, 2026. The supplement ties the registration to the company’s strategic update, including the Pivot from an MLM model to a single-level affiliate model and operating metrics for 2025 (0.9 million digital subscriptions, 0.1 million nutritional subscriptions, DAU/MAU 31.8).
The Beachbody Company, Inc. describes a 2025 business built around 0.9 million digital fitness subscriptions and 0.1 million nutrition subscriptions, positioning itself as a holistic fitness and nutrition platform. Digital content includes over 140 programs and 11,000 videos, with 72.5 million streams and an average DAU/MAU of 31.8% in 2025 and digital subscriber retention of about 96.9%.
Revenue comes mainly from digital subscriptions and nutrition products, with Shakeology a key brand. In late 2024 the company executed a major “Pivot,” winding down its multi-level marketing Partner network, cutting workforce by about 33% and moving to a single-level affiliate model, eliminating Partner and preferred customer fees. Beachbody ceased selling connected fitness equipment in early 2025 and plans a 2026 retail push for Shakeology and new P90X and Insanity nutrition lines. The 10-K outlines extensive competitive, regulatory, operational and governance risks, including heavy voting control by the co-founder through super-voting stock.
The Beachbody Company, Inc. (BODi) reported a sharp profitability turnaround for Q4 and full-year 2025 despite lower revenue. Fourth-quarter revenue was $55.5 million versus $86.4 million a year earlier, but net income reached $5.2 million compared with a net loss of $34.6 million, and adjusted EBITDA rose to $12.9 million from $8.7 million.
For 2025, revenue was $251.7 million versus $418.8 million, yet BODi delivered its first full-year operating income since going public with $5.5 million, versus an operating loss of $66.2 million. The company posted adjusted EBITDA of $30.8 million, adjusted net income of $3.5 million, and free cash flow of $17.4 million, ending the year with $39.0 million in cash and a net cash position of $15.4 million. Guidance for Q1 2026 calls for revenue of $49–$54 million, net income (loss) between $(2) million and $1 million, and adjusted EBITDA of $4–$7 million.
Whetstone Capital Advisors, LLC and David Atterbury report a significant stake in The Beachbody Company, Inc. Class A Common Stock. They disclose beneficial ownership of 297,627 shares, representing 6.8% of the outstanding Class A stock as of December 31, 2025.
The filing shows they have shared power to vote and dispose of all 297,627 shares, with no sole voting or dispositive power. The investors classify themselves as an investment adviser and an individual, and certify that the shares were not acquired to change or influence control of Beachbody, but rather as a passive investment under Schedule 13G rules.
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.
The Beachbody Company filed a prospectus supplement for the resale of up to 543,590 shares of Class A common stock issuable upon exercise of outstanding warrants, updating its base prospectus with its latest Quarterly Report on Form 10‑Q.
For the quarter ended September 30, 2025, revenue was $59.9 million versus $102.2 million a year ago, and net income was $3.6 million versus a loss last year. Year‑to‑date operating cash flow was $16.8 million, and cash and cash equivalents were $33.9 million at quarter‑end. The company has a $35.0 million asset‑based facility with $25.0 million outstanding.
The company disclosed it anticipates violating certain ABL financial covenants at December 31, 2025 and in the first quarter of 2026, which raises substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued; it is in discussions to amend covenants and outlined cost actions. Shares outstanding were 4,359,034 Class A and 2,729,003 Class X as of November 3, 2025.
The Beachbody Company, Inc. filed a Rule 424(b)(3) prospectus supplement covering the resale by selling stockholders of 4,866,405 shares of Class A common stock and 5,333,333 warrants, and the potential issuance of up to 306,667 shares of Class A common stock upon exercise of outstanding public and private placement warrants. Every 50 private placement warrants are exercisable for one share at an exercise price of $575.00 per share.
The supplement attaches the company’s Form 10‑Q for the quarter ended September 30, 2025. Quarterly revenue was $59,887 thousand and net income was $3,569 thousand, with operating income of $4,986 thousand. Cash and cash equivalents were $33,949 thousand and total liabilities were $121,722 thousand.
The 10‑Q discloses anticipated violations of financial covenants under the $35.0 million ABL Facility that raise substantial doubt about the company’s ability to continue as a going concern, although management is in discussions to amend covenants. Shares outstanding were 4,359,034 Class A and 2,729,003 Class X as of November 3, 2025.
The Beachbody Company (BODI) reported Q3 results. Revenue was $59.9 million, down from $102.2 million a year ago, as digital ($36.4 million) and nutrition ($23.5 million) declined and connected fitness contributed no revenue. Despite lower sales, the company generated operating income of $5.0 million and net income of $3.6 million, helped by reduced operating expenses.
For the first nine months, operating cash flow was $16.8 million. Cash and cash equivalents were $33.9 million at September 30, 2025. The company entered a $35.0 million ABL facility in May and had $25.0 million outstanding; the effective interest rate since inception was 15.21%.
Liquidity risk: Management disclosed anticipated violations of minimum digital subscriptions (at December 31, 2025) and minimum billings (in Q1 2026) covenants under the ABL facility. Discussions to amend are underway, but the uncertainty raises substantial doubt about the company’s ability to continue as a going concern within one year after issuance. Total liabilities were $121.7 million and stockholders’ equity was $24.7 million.
The Beachbody Company, Inc. (BODI) furnished its quarterly results. The company announced financial results for the quarter ended September 30, 2025, and made a press release available as Exhibit 99.1.
The information was provided under Item 2.02 of a Form 8-K and is being furnished, not filed, under the Exchange Act. The press release is dated November 10, 2025. Beachbody’s Class A common stock trades on Nasdaq under the symbol BODI.