What changed in Beachbody Company, Inc.'s 2025 10-K compared to 2024?

Across the narrative sections we track, Beachbody Company, Inc. (BODI) added 458 paragraphs, removed 556, and edited 365 between the 2024 and 2025 10-K filings. The biggest movers are Item 1C. Cybersecurity (+458/−556).

Did Beachbody Company, Inc. update its Cybersecurity disclosure (Item 1C) in 2025?

Item 1C Cybersecurity has 458 paragraph-level changes between the 2024 and 2025 filings.

Where does this BODI 10-K diff come from?

The source filings are Beachbody Company, Inc.'s official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

BODI 10-K Diff 2024 vs 2025 — Beachbody Company, Inc. Risk Factors & MD&A Changes

Biggest changeThe actual tax rate on loss before income taxes reconciles to the applicable statutory federal income tax rate as follows: Year Ended December 31, 2024 2023 Federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 2.5 % 2.5 % Valuation allowance on deferred tax assets ( 10.1 %) ( 17.2 %) Goodwill impairment ( 5.9 %) ( 5.5 %) Equity-based compensation ( 4.5 %) ( 1.1 %) Adjustments to prior year provision ( 3.7 %) 0.7 % Common stock warrant liability 0.3 % 0.4 % Note revaluation — ( 0.6 %) Other 0.1 % ( 0.2 %) Effective tax rate ( 0.3 %) — DTAs and DTLs are as follows (in thousands): As of December 31, 2024 2023 Deferred tax assets: Net operating losses $ 89,640 $ 91,585 Equity-based compensation 14,142 13,358 Inventory 12,478 12,339 Capitalized research expense 10,505 9,592 Tax basis step-up 10,135 11,570 Intangible assets 6,060 6,552 R & D credit carryover 3,886 3,886 Interest expense carryover 3,316 1,937 Foreign tax credit carryover 920 840 Lease obligations 849 837 Property and equipment 624 - Accrued employee compensation and benefits 579 546 Accrued expenses 374 1,064 Other 1,522 1,740 Total deferred tax assets 155,030 155,846 Deferred tax liabilities: Property and equipment - ( 5,853 ) Content assets ( 2,520 ) ( 4,448 ) Prepaid expenses ( 1,714 ) ( 1,969 ) Right-of-use assets ( 750 ) ( 750 ) Total deferred tax liabilities ( 4,984 ) ( 13,020 ) Net deferred tax assets before valuation allowance 150,046 142,826 Valuation allowance ( 150,047 ) ( 142,836 ) Net deferred tax liabilities $ ( 1 ) $ ( 10 ) Taxes on the net income of foreign corporate subsidiaries in excess of a deemed return on their tangible assets, or global intangible low-taxed income (“GILTI”), are recognized as an expense in the period the tax is incurred. 115 Accordingly, the Company has not provided deferred taxes related to temporary differences that, on their reversal, will affect the amount of income subject to GILTI in the period tax is incurred.

Biggest changeA reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory federal income tax rate after the adoption of ASU 2023-09 is as follows: Year Ended December 31, 2025 2024 U.S. federal statutory tax rate $ 574 21.0 % $ 14,995 21.0 % State and local income taxes, net of federal income tax effect (1) ( 79 ) ( 2.9 %) ( 152 ) ( 0.2 %) Foreign tax effects - other ( 46 ) ( 1.7 %) ( 88 ) ( 0.1 %) Nontaxable and nondeductible items Equity-based compensation ( 3,782 ) ( 138.3 %) ( 2,719 ) ( 3.8 %) Common stock warrant liability ( 416 ) ( 15.2 %) 240 0.3 % Return-to-provision adjustment ( 18 ) ( 0.7 %) 657 0.9 % Goodwill impairment — — ( 4,200 ) ( 5.9 %) Other 47 1.7 % 2 — Changes in valuation allowance 3,595 131.5 % ( 8,974 ) ( 12.5 %) Total $ ( 125 ) ( 4.6 %) $ ( 239 ) ( 0.3 %) (1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include Texas. 106 DTAs and DTLs are as follows (in thousands): As of December 31, 2025 2024 Deferred tax assets: Net operating losses $ 94,044 $ 89,640 Equity-based compensation 10,645 14,142 Tax basis step-up 8,700 10,135 Inventory 7,979 12,478 Capitalized research expense 7,676 10,505 Intangible assets 5,469 6,060 Interest expense carryover 3,997 3,316 R & D credit carryover 3,886 3,886 Deferred income 1,167 61 Foreign tax credit carryover 1,041 920 Property and equipment 976 624 Capital loss carryforwards 886 — Lease obligations 473 849 Accrued expenses 320 374 Accrued employee compensation and benefits 298 579 Other 732 1,461 Total deferred tax assets 148,289 155,030 Deferred tax liabilities: Prepaid expenses ( 1,385 ) ( 1,714 ) Content assets ( 1,284 ) ( 2,520 ) Right-of-use assets ( 398 ) ( 750 ) Total deferred tax liabilities ( 3,067 ) ( 4,984 ) Net deferred tax assets before valuation allowance 145,222 150,046 Valuation allowance ( 145,222 ) ( 150,047 ) Net deferred tax liabilities $ — $ ( 1 ) Net deferred tax liabilities are included in other liabilities in the consolidated balance sheet.

Any future determination to declare cash dividends would be subject to the discretion of our Board and would depend upon various factors, including our operating results, financial condition, and capital requirements, restrictions that may be imposed by applicable law, and other factors deemed relevant by our Board.

Any future determination to declare cash dividends would be subject to the discretion of our Board and would depend upon various factors, including our operating results, financial condition, capital requirements, restrictions that may be imposed by applicable law, and other factors deemed relevant by our Board.

(4) Modification of stock awards for employees who were impacted by the Pivot which includes accelerating the vesting of any options or restricted stock units ("RSU's") that would have vested within six months of the employees termination date, and all vested options will be available for exercise for a total of six months after the employees termination date (that is, three month in addition to the standard three months per original agreement), which resulted in a decrease to equity based compensation expense of $0.3 million in the Company's consolidated statement of operations for the year ended December 31, 2024.

(4) Modification of stock awards based compensation for employees who were impacted by the Pivot which includes accelerating the vesting of any options or restricted stock units ("RSU’s") that would have vested within six months of the employees termination date, and all vested options will be available for exercise for a total of six months after the employees termination date (that is, three month in addition to the standard three months per original agreement), which resulted in a decrease to equity based compensation expense of $ 0.3 million in the Company's consolidated statement of operations for the year ended December 31, 2024.

The significant assumptions under each of these approaches include, among others; revenue growth, long-term growth rates, and discount rates used in a discounted cash flow model in the income approach, the control premium and the terminal growth rate.

The significant assumptions under each of these approaches include, among others; revenue growth, long-term growth rates, discount rates used in a discounted cash flow model in the income approach, the control premium, and the terminal growth rate.

The Company determines revenue recognition through the five-step model which requires us to: (i) identify our contracts with a customer; (ii) identify our performance obligations in the contract; (iii) determine the transaction price in the contract; (iv) allocate the transaction price to our performance obligation in the contract; and (v) recognize revenue when each performance obligation under the contract is satisfied.

The Company determines revenue recognition through the five-step model which requires us to: (i) identify our contracts with a customer; (ii) identify our performance obligations in the contract; (iii) determine the transaction price in the contract; (iv) allocate the transaction price to our performance obligations in the contract; and (v) recognize revenue when each performance obligation under the contract is satisfied.

The changes in fair value are included in the consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities.

We also have certain indemnification obligations as to some or all of the former Forest Road directors and Raine as to certain claims.

The Reilly Action generally alleges that the proxy that Forest Road issued prior to the Merger contained numerous material misstatements and omissions that impaired the Forest Road stockholders’ ability to make an informed decision regarding whether to redeem their stock in connection with the Merger.

The plaintiff also asserts that the Merger was a conflicted transaction because the Forest Road Sponsor Defendants and the former Forest Road directors were incentivized to close the Merger even if it was a value-decreasing transaction for Forest Road’s public stockholders.

When the Company determines that a loss is both probable and reasonably estimable, the Company records a liability, and, if the liability is material, discloses the amount of the liability reserved.

In addition, for the Term Loan Fifth and Term Loan Sixth Amendments, the Company also (1) incurred paid in kind fees of $ 0.8 million, which were added to the outstanding principal balance of the Term Loan and recorded as incremental debt issuance costs, which are amortized to interest expense over the remaining term of the Term Loan using the effective interest method and (2) reduced the exercise price of the Term Loan Warrants from $ 20.50 per share to $ 9.16 per share and then to $ 6.26 per share, which collectively resulted in an increase in the fair value of the Term Loan Warrants of $ 0.2 million, which were recorded as incremental debt issuance costs, which are amortized to interest expense over the remaining term of the Term Loan using the effective interest method.

In addition, for the Term Loan Fifth and Term Loan Sixth Amendments, the Company also (1) incurred paid in kind fees of $ 0.8 million, which were added to the outstanding principal balance of the Term Loan and recorded as incremental debt issuance costs, which were amortized to interest expense over the remaining term of the Term Loan using the effective interest method and (2) reduced the exercise price of the Term Loan Warrants from $ 20.50 per share to $ 9.16 per share and then to $ 6.26 per share, which collectively resulted in an increase in the fair value of the Term Loan Warrants of $ 0.2 million, which were recorded as incremental debt issuance costs, which were amortized to interest expense over the remaining term of the Term Loan using the effective interest method.

Term Loan On August 8, 2022, the Company, Beachbody, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of the Company (the “Borrower”), and certain subsidiaries of the Company (together with the Company, the “Guarantors”), entered into a financing agreement (as amended, the “Financing Agreement”) with the lenders party thereto and Blue Torch as administrative agent and collateral agent for such lenders, providing for a senior secured term loan facility in an initial aggregate principal amount of $50.0 million (the “Term Loan”).

Term Loan On August 8, 2022, the Company, Beachbody, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of the Company (the “Borrower”), and certain subsidiaries of the Company (together with the Company, the “Guarantors”), entered into a financing agreement (as amended, the “Financing Agreement”) with the lenders party thereto and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders, providing for a senior secured term loan facility in an initial aggregate principal amount of $50.0 million (the “Term Loan”).

The pre-funded warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock and (6) meet the equity classification criteria.

The pre-funded warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an 100 obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock, and (6) meet the equity classification criteria.

If actual costs differ from previous estimates, the amount of the liability and corresponding revenue are adjusted in the period in which such costs occur. The Company sells a variety of bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. The Company considers these sales to be revenue arrangements with multiple performance obligations.

If actual costs differ from previous estimates, the amount of the liability and corresponding revenue are adjusted in the period in which such costs occur. The Company sells a variety of bundled offerings that combine digital subscriptions, nutritional products, and/or other fitness products. The Company considers these sales to be revenue arrangements with multiple performance obligations.

On December 10, 2023, the Company entered into a securities purchase agreement for the issuance and sale of 420,769 shares of Class A common stock at a purchase price of $ 9.75 105 per share and pre-funded warrants to purchase up to 122,821 shares of Class A common stock at a pre-funded purchase price of $ 9.7499 per share with certain institutional investors in a registered direct offering.

On December 10, 2023, the Company entered into a securities purchase agreement for the issuance and sale of 420,769 shares of Class A common stock at a purchase price of $ 9.75 per share and pre-funded warrants to purchase up to 122,821 shares of Class A common stock at a pre-funded purchase price of $ 9.7499 per share with certain institutional investors in a registered direct offering.

The Company understands that the plaintiffs in this matter intend on filing additional claims under the Private Attorney General Act of 2004. The Company and certain executive officers are listed as defendants in the complaint. The plaintiffs are seeking monetary damages. The Company filed a motion to compel arbitration in the case. The firm representing Ms.

The Company understands that the plaintiffs in this matter intend on filing additional claims under the Private Attorney General Act of 2004 ("PAGA"). The Company and certain executive officers are listed as defendants in the complaint. The plaintiffs are seeking monetary damages. The Company filed a motion to compel arbitration in the case. The firm representing Ms.

The Company understands that the plaintiffs in this matter intend on filing additional claims under the Private Attorney General Act of 2004. The Company and certain executive officers are listed as defendants in the complaint. The plaintiffs are seeking monetary damages. The Company filed a motion to compel arbitration in the case. The firm representing Ms.

The Company understands that the plaintiffs in this matter intend on filing additional claims under the Private Attorney General Act of 2004 ("PAGA"). The Company and certain executive officers are listed as defendants in the complaint. The plaintiffs are seeking monetary damages. The Company filed a motion to compel arbitration in the case. The firm representing Ms.

Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. Dividend Policy We have never declared or paid cash dividends on our capital stock.

Because many of our shares of Class 45 A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. Dividend Policy We have never declared or paid cash dividends on our capital stock.

The Company defines its one segment on the basis of the way in which internally reported financial information is regularly reviewed by the CODM to analyze financial performance, make decisions, and allocate resources. The Company’s CODM assesses the segments performance by using net loss. The CODM uses net loss for its segment in the annual budget and forecasting process.

The Company defines its one segment on the basis of the way in which internally reported financial information is regularly reviewed by the CODM to analyze financial performance, make decisions, and allocate resources. The Company’s CODM assesses segment performance by using net loss. The CODM uses net loss for its segment in the annual budget and forecasting process.

We often sell bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. We consider these sales to be revenue arrangements with multiple performance obligations and allocate the transaction price to each performance obligation based on its relative stand-alone selling price.

We often sell bundled products that combine digital subscriptions, nutritional products, and/or other fitness products. We consider these sales to be revenue arrangements with multiple performance obligations and 53 allocate the transaction price to each performance obligation based on its relative stand-alone selling price.

We are the creator of some of the world’s most popular fitness programs, including P90X®, Insanity® and 21 Day Fix®, which transformed the at-home fitness market and disrupted the global fitness industry by making it accessible for people to get results—anytime, anywhere.

We are the creator of some of the world’s most popular fitness programs, including P90X®, Insanity®, LIFT4®, and 21 Day Fix®, which transformed the at-home fitness market and disrupted the global fitness industry by making it accessible for people to get results—anytime, anywhere.

The changes in fair value are included in the consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities. 90 Fair Value on a Non-recurring Basis Certain assets have been measured at fair value on a non-recurring basis, using significant unobservable inputs (Level 3).

The changes in fair value are included in the consolidated statements of operations as a component of change in fair value of warrant liabilities and in the consolidated balance sheets as other liabilities. Fair Value on a Non-recurring Basis Certain assets have been measured at fair value on a non-recurring basis, using significant unobservable inputs (Level 3).

The amended exercise price increased the fair value of the Term Loan Warrants as of the Term Loan Second Amendment Effective Date by $ 0.8 million and was recorded as of the Term Loan Second Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount, is being amortized over the amended term of the Term Loan using the effective-interest method.

The amended exercise price increased the fair value of the Term Loan Warrants as of the Term Loan Second Amendment Effective Date by $ 0.8 million and was recorded as of the Term Loan Second Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount, was being amortized over the amended term of the Term Loan using the effective-interest method.

The amended exercise price increased the fair value of the Term Loan Warrants as of the Term Loan Fifth Amendment Effective Date by $ 0.1 million and was recorded as of the Term Loan Fifth Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount is being amortized over the amended term of the Term Loan using the effective interest method.

The amended exercise price increased the fair value of the Term Loan Warrants as of the Term Loan Fifth Amendment Effective Date by $ 0.1 million and was recorded as of the Term Loan Fifth Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount was being amortized over the amended term of the Term Loan using the effective interest method.

The amended exercise price increased the fair value of the Term Loan Warrants as of the Term Loan Sixth Amendment Effective Date by $ 0.1 million and was recorded as of the Term Loan Sixth Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount is being amortized over the amended term of the Term Loan using the effective interest method.

The amended exercise price increased the fair value of the Term Loan Warrants as of the Term Loan Sixth Amendment Effective Date by $ 0.1 million and was recorded as of the Term Loan Sixth Amendment Effective Date as an incremental debt discount, and in addition to the remaining debt discount was being amortized over the amended term of the Term Loan using the effective interest method.

Costs for involuntary separation programs are recorded when management has approved the plan for separation, the employees are identified and made aware of the benefits they are entitled to, it is unlikely that the plan will change significantly, 84 and if applicable, any required governmental notification is made.

Costs for involuntary separation programs are recorded when management has approved the plan for separation, the employees are identified and made aware of the benefits they are entitled to, it is unlikely that the plan will change significantly, and if applicable, any required governmental notification is made.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Significant estimates in our consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, the valuation of intangible assets, impairment of goodwill and intangible assets, and the net realizable value of inventory.

Significant estimates in our consolidated financial statements include, but are not limited to, the useful life and recoverability of long-lived assets, the valuation of warrant liabilities, the recognition and measurement of income tax assets and liabilities, impairment of goodwill, and the net realizable value of inventory.

The Company had 451,115 2024 Amended Underwater Options which had their exercise price amended to $ 6.43 per option.‌ 112 Excluded from the 2024 Repricing were, among others, 2024 Underwater Options held by members of the Board, the Company's CEO; and options granted to certain consultants.

The Company had 451,115 2024 Amended Underwater Options which had their exercise price amended to $ 6.43 per option.‌ Excluded from the 2024 Repricing were, among others, 2024 Underwater Options held by members of the Board, the Company's CEO; and options granted to certain consultants.

Management’s Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Interim 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2024, which is the end of the period covered by this Annual Report, to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Interim 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025, which is the end of the period covered by this Annual Report, to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

As to the Company, Meyer, and Raine, the complaint alleges that these defendants aided and abetted the Forest Road defendants’ disclosure violations. On December 5, 2024, the plaintiffs in the Reilly Action dismissed without prejudice the aiding and abetting claims against the Company and Raine.

As to the Company, Meyer, and Raine, the complaint alleges that these defendants aided and abetted the 44 Forest Road defendants’ disclosure violations. On December 5, 2024, the plaintiffs in the Reilly Action dismissed without prejudice the aiding and abetting claims against the Company and Raine.

Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, 77 quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data (Level 2).

Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data (Level 2).

The lawsuit also brought claims against the 45 Company, Kevin Meyer, and The Raine Group LLC (“Raine”) alleging aiding and abetting breach of fiduciary duty, and against the former Forest Road directors and officers, the Forest Road Sponsor Defendants, Raine, and Meyer for unjust enrichment.

The lawsuit also brought claims against the Company, Kevin Meyer, and The Raine Group LLC (“Raine”) alleging aiding and abetting breach of fiduciary duty, and against the former Forest Road directors and officers, the Forest Road Sponsor Defendants, Raine, and Meyer for unjust enrichment.

Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset results in straight-lined rent expense over the lease term.

Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is 75 amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset results in straight-lined rent expense over the lease term.

These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance 47 to be materially different from those expressed or implied by these forward-looking statements.

These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

Fees to the third parties are recorded in selling and marketing expenses within the consolidated statements of operations. The Company in certain instances serves as the agent in relationships with third parties. The activity in these relationships are immaterial.

Fees to the third parties are recorded in selling and marketing expenses within the consolidated statements of operations. The Company in certain instances serves as the agent in relationships with third parties. The activity in these relationships is immaterial.

Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our goodwill impairment tests, and ultimately impact the estimated fair value of our RU may include supply chain disruptions; the demand for at-home fitness solutions; adverse macroeconomic condition; volatility in the equity and debt markets which could result in higher weighted-average cost of capital and our subscriber growth rates.

Examples of events or circumstances that could result in changes to the underlying key assumptions and judgments used in our goodwill impairment tests, and ultimately impact the estimated fair value of our RU may include supply chain disruptions; the demand for at-home fitness solutions; adverse macroeconomic conditions; volatility in the equity and debt markets which could result in higher weighted-average cost of capital and our subscriber growth rates.

Expenses also include payroll and related costs for employees involved in the research and development of new and existing products and services, enterprise technology hosting expenses, depreciation of enterprise technology-related assets, software licenses and technology equipment leases.

Enterprise technology and development expenses also include payroll and related costs for employees involved in the research and development of new and existing products, enterprise technology hosting expenses, depreciation of enterprise technology-related assets, software licenses, and technology equipment leases.

In the fitness and nutrition industry, we focus primarily on digital content, supplements, connected fitness, and consumer health and wellness. Our goal is to continue to provide holistic fitness and nutrition content and subscription-based solutions.

In the fitness and nutrition industry, we focus primarily on digital content, supplements, and consumer health and wellness. Our goal is to continue to provide holistic fitness and nutrition content and subscription-based solutions.

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The Beachbody Company, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15(a)2 (collectively referred to as the "financial statements").

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The Beachbody Company, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15(a)2 (collectively referred to as the "financial statements").

We focus primarily on digital content, supplements, connected fitness, and consumer health and wellness. Our goal is to continue to provide holistic health and fitness content, subscription-based solutions and digital program sales.

We focus primarily on digital content, supplements, and consumer health and wellness. Our goal is to continue to provide holistic health and fitness content, subscription-based solutions and digital program sales.

The actions associated with the Pivot resulted in approximately $18.5 million in costs recorded in the Company's consolidated statement of operations in the year ending December 31, 2024.

The actions associated with the Pivot resulted in 98 approximately $ 18.5 million in costs recorded in the Company's consolidated statement of operations in the year ending December 31, 2024.

Shipping and handling costs are included in Nutrition and other cost of revenue and Connected fitness cost of revenue in the consolidated statements of operations in the period during which the products ship.

Shipping and handling costs are included in Nutrition and other cost of revenue and Connected fitness cost of revenue in the consolidated statements of operations primarily in the period during which the products ship.

Limitations on Effectiveness of Controls and Procedures 122 Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objective will be met.

Limitations on Effectiveness of Controls and Procedures 114 Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objective will be met.

Securities Authorized for Issuance under Equity Compensation Plans The information required by this item will be included in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 and is incorporated herein by reference.

Securities Authorized for Issuance under Equity Compensation Plans The information required by this item will be included in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference.

The Company’s revenue has historically been generated primarily through a network of micro-influencers (“Partners”), social media marketing channels, and direct response advertising. On September 30, 2024, the Company announced strategic initiatives to transition its network business from a Multi-Level Marketing ("MLM") model to a single level affiliate model (the "Pivot").

The Company’s revenue has historically been generated primarily through a network of micro-influencers (“Partners”), social media marketing channels, and direct response advertising. On September 30, 2024, the Company announced strategic initiatives to transition its network business from a Multi-Level Marketing ("MLM") model with its Partners to a single level affiliate model (the "Pivot").

The following table details the costs incurred and benefits realized associated with the Pivot in the year ended December 31, 2024: Pivot Restructuring Year Ended December 31, (in thousands) 2024 Accelerated depreciation on long-lived assets (1) $ 11,125 Termination and retention benefits (2) 6,203 Incremental inventory adjustments (3) 1,444 Modification of stock awards (4) (308 ) Total Restructuring Costs $ 18,464 (1) Due to the Pivot, certain long-lived assets with a net book value of approximately $12.8 million will not be used by the Company after December 31, 2024.

The following table details the costs incurred and benefits realized associated with the Pivot in the year ended December 31, 2024: Pivot Restructuring Year Ended December 31, (in thousands) 2024 Accelerated depreciation on long-lived assets (1) $ 11,125 Termination and retention benefits (2) 6,203 Incremental inventory adjustments (3) 1,444 Modification of stock awards (4) ( 308 ) Total Restructuring Costs $ 18,464 (1) Due to the Pivot, certain long-lived assets with a net book value of approximately $ 12.8 million were not used by the Company after December 31, 2024.

The Company recognizes the expense on a straight-line basis over the requisite service period, 83 and forfeitures are accounted for as they occur. Equity-based compensation expense is included in cost of revenue, selling and marketing, enterprise technology and development, and general and administrative expense within the consolidated statements of operations.

The Company recognizes the expense on a straight-line basis over the requisite service period, and forfeitures are accounted for as they occur. Equity-based compensation expense is included in cost of revenue, selling and marketing, enterprise technology and development, and general and administrative expenses within the consolidated statements of operations.

These warrants vest 25 % at the grant date and 25 % at each of the first, second, and third anniversaries of the grant date. The warrants have a 10-year contractual term. As of December 31, 2024, 79,612 warrants were exercisable. Compensation cost associated with the warrants was recognized over the requisite service period, which was 4.25 years.

These warrants vest 25 % at the grant date and 25 % at each of the first, second, and third anniversaries of the grant date. The warrants have a 10-year contractual term. As of December 31, 2025, 79,612 warrants were exercisable. Compensation cost associated with the warrants was recognized over the requisite service period, which was 4.25 years.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

See “Non-GAAP Information” below for information regarding our use of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA.

See “Non-GAAP Information” below for information regarding our use of Adjusted EBITDA and Adjusted Net Income (Loss) and a reconciliation of net loss to Adjusted EBITDA and to Adjusted Net Income (Loss).

Other Income (Expenses) The change in fair value of warrant liabilities consists of the fair value changes of the public, private placement, Term Loan and Common Stock warrants. Interest expense primarily consists of interest expense associated with our borrowings and amortization of debt discount and issuance costs for our Term Loan (as defined below).

Other Income (Expenses) The change in fair value of warrant liabilities consists of the fair value changes of the public, private placement, Term Loan and Common Stock warrants. Interest expense primarily consists of interest expense associated with our borrowings and amortization of debt discount and issuance costs for our Term Loan (as defined below) and ABL Facility.

Since the Company has only one reporting segment, the presentation of the Company’s segment’s operating results is the same as the Company’s consolidated statements of operations for the years ended December 31, 2024 and 2023 and the expenses on the consolidated statement of operations are the significant segment expenses (see the Company’s consolidated statement of operations) and its assets and liabilities is the same as the Company’s consolidated balance sheets as of December 31, 2024 and 2023 (see the Company’s consolidated balance sheets).

Since the Company has only one reporting segment, the presentation of the Company’s segment’s operating results is the same as the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024 and the expenses on the consolidated statement of operations are the significant segment expenses (see the Company’s consolidated statement of operations) and its assets and liabilities is the same as the Company’s consolidated balance sheets as of December 31, 2025 and 2024 (see the Company’s consolidated balance sheets).

However, as there is no specific requirement to allocate any losses of the Company to the holders of the Forest Road Earn-out Shares and there is no legal requirement to have them fund such losses, the two-class method for earnings per share is not applicable for loss periods. Note 22.

However, as there is no specific requirement to allocate any losses of the Company to the holders of the Forest Road Earn-out Shares and there is no legal requirement to have them fund such losses, the two-class method for earnings per share is not applicable for loss periods. Note 20.

We regularly monitor the financial stability of the financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents. Restricted cash primarily consists of cash held related to an irrevocable letter of credit, see Note 11 , Debt , for additional information on the letter of credit.

We regularly monitor the financial stability of the financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents. Restricted cash primarily consists of cash held related to an irrevocable letter of credit, see Note 10 , Debt , for additional information on the letter of credit.

See Note 17, Equity-Based Compensation , for more information on the modification of stock awards. Included in restructuring expenses in the consolidated statement of operations are termination and retention benefits of $ 6.2 million related to the Pivot for the year ended December 31, 2024.

See Note 16, Equity-Based Compensation , for more information on the modification of stock awards. Included in restructuring expenses in the consolidated statement of operations are termination and retention benefits of $ 6.2 million related to the Pivot for the year ended December 31, 2024.

The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Our actual results could differ from our estimates.

The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ from those estimates.

Warrant Liabilities The Company has issued warrants on several occasions including during its initial public offering process, the execution of its Term Loan (as defined below) and in the Equity Offering (as defined below), which have not met the criteria to be classified in stockholders equity.

Warrant Liabilities The Company has issued warrants on several occasions including during its initial public offering process, the execution of its Term Loan (as defined below) and in the Equity Offering (as defined below), which have not met the criteria to be classified in stockholders' equity.

Changes in the fair value of certain derivatives for which hedge accounting does not apply are immediately recognized directly in earnings to cost of revenue. The Company classifies cash flows related to derivative financial instruments as operating activities in the consolidated statements of cash flows.

Changes in the fair value of 79 derivatives for which hedge accounting does not apply are immediately recognized directly in earnings to cost of revenue. The Company classifies cash flows related to derivative financial instruments as operating activities in the consolidated statements of cash flows.

Simultaneous with the sale, the Company entered into a five year lease of the facility at an annual base rate of $ 0.3 million per year which increases by 3 % annually. See Note 12, Leases , for additional information on the sale and leaseback of the facility.

Simultaneous with the sale, the Company entered into a five year lease of the facility at an annual base rate of $ 0.3 million per year which increases by 3 % annually. See Note 11, Leases , for additional information on the sale and leaseback of the facility.

We primarily enter into option contracts to hedge forecasted payments, typically for up to 12 months, for cost of revenue, selling and marketing expenses, general and administrative expenses and intercompany transactions not denominated in the local currencies of our foreign operations.

We may enter into option contracts to hedge forecasted payments, typically for up to 12 months, for cost of revenue, selling and marketing expenses, general and administrative expenses, and intercompany transactions not denominated in the local currencies of our foreign operations.

At this point, we do not believe that our liquidity has been materially affected by the debt market uncertainties noted in the last few years, and we do not believe that our liquidity will be significantly impacted in the near future. 67 Ite m 8.

At this point, we do not believe that our liquidity has been materially affected by the debt market uncertainties noted in the last few years, and we do not believe that our liquidity will be significantly impacted in the near future. 63 Ite m 8.

Debt On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement which was subsequently amended (collectively with any amendments thereto, the “Financing Agreement”).

Term Loan On August 8, 2022 (the “Effective Date”), the Company, Beachbody, LLC as borrower (a wholly owned subsidiary of the Company), and certain other subsidiaries of the Company as guarantors (the “Guarantors”), the lenders (the “Lenders”), and Blue Torch Finance, LLC, ("Blue Torch") as administrative agent and collateral agent for such lenders (the “Term Loan Agent”) entered into a financing agreement which was subsequently amended (collectively with any amendments thereto, the “Financing Agreement”).

In connection with the Equity Offering (as defined below), the Term Loan Warrants conversion ratio was amended resulting in an increase 80 in the number of shares purchased upon the exercise of the Term Loan Warrants to 97,482 shares of the Company's Class A common stock.

In connection with the Equity Offering (as defined below), 94 the Term Loan Warrants conversion ratio was amended resulting in an increase in the number of shares purchased upon the exercise of the Term Loan Warrants to 97,482 shares of the Company's Class A common stock.

Revenue from these arrangements is recognized over the subscription period. Nutritional Products – We offer a comprehensive line of nutritional products including nutritional supplement subscriptions and one-time nutritional sales. We often sell bundled products that combine digital subscriptions, nutritional products and/or fitness products.

Revenue from these arrangements is recognized over the subscription period. 77 Nutritional and Other Products – We offer a comprehensive line of nutritional products including nutritional supplement subscriptions and one-time nutritional sales. We often sell bundled products that combine digital subscriptions, nutritional products and/or fitness products.

Common Stock Holders of each share of each class of common stock are entitled to dividends when, as, and if declared by the Board, subject to the rights and preferences of any holders of preferred stock outstanding at the time. As of December 31, 2024, the Company had no t declared any dividends.

Common Stock Holders of each share of each class of common stock are entitled to dividends when, as, and if declared by the Board, subject to the rights and preferences of any holders of preferred stock outstanding at the time. As of December 31, 2025, the Company had no t declared any dividends.

The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 11, Debt , for additional information regarding the Term Loan Warrants.

The significant unobservable input used in the fair value measurement of the Term Loan Warrants is the implied volatility. Significant changes in the implied volatility would result in a significantly higher or lower fair value measurement, respectively. See Note 10, Debt , for additional information regarding the Term Loan Warrants.

(“Forest Road”), filed a verified class action complaint (the “ Reilly Action”) against the former directors and officers of Forest Road, as well as Forest Road Acquisition Sponsor LLC, Forest Road Company LLC, Zach Tarica, and Jeremy Tarica (together the “Forest Road Sponsor Defendants”) alleging claims for breach of fiduciary duty in connection with the merger among Forest Road, The Beachbody Company, Inc., and Myx in 2021 (the “Merger”).

(“Forest Road”), filed a verified class action complaint (the “ Reilly Action”) in the Delaware Chancery Court against the former directors and officers of Forest Road, as well as Forest Road Acquisition Sponsor LLC, Forest Road Company LLC, Zach Tarica, and Jeremy Tarica (together the “Forest Road Sponsor Defendants”) alleging claims for breach of fiduciary duty in connection with the merger among Forest Road, The Beachbody Company, Inc., and Myx in 2021 (the “Merger”).

(“Forest Road”), filed a verified class action complaint (the “ Reilly Action”) against the former directors and officers of Forest Road, as well as Forest Road Acquisition Sponsor LLC, Forest Road Company LLC, Zach Tarica, and Jeremy Tarica (together the “Forest Road Sponsor Defendants”) alleging claims for breach of fiduciary duty in connection with the merger among Forest Road, The Beachbody Company, Inc., and Myx in 2021 (the “Merger”).

(“Forest Road”), filed a verified class action complaint (the “ Reilly Action”) in the Delaware Chancery Court against the former directors and officers of Forest Road, as well as Forest Road Acquisition Sponsor LLC, Forest Road Company LLC, Zach Tarica, and Jeremy Tarica (together the “Forest Road Sponsor Defendants”) alleging claims for breach of fiduciary duty in connection with the merger among Forest Road, The Beachbody Company, Inc., and Myx in 2021 (the “Merger”).

In addition, the Term Loan borrowings bear additional interest at 3.00 % per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the Term Loan on each anniversary of the Effective Date.

In addition, the Term Loan borrowings bore additional interest at 3.00 % per annum, paid in kind by capitalizing such interest and adding such capitalized interest to the outstanding principal amount of the Term Loan on each anniversary of the Effective Date.

Stockholders' Equity As of December 31, 2024, 2,000,000,000 shares, $ 0.0001 par value per share are authorized, of which, 1,600,000,000 shares are designated as Class A common stock, 200,000,000 shares are designated as Class X common stock, 100,000,000 shares are designated as Class C common stock, and 100,000,000 shares are designated as preferred stock.

Stockholders' Equity As of December 31, 2025, 2,000,000,000 shares, $ 0.0001 par value per share are authorized, of which, 1,600,000,000 shares are designated as Class A common stock, 200,000,000 shares are designated as Class X common stock, 100,000,000 shares are designated as Class C common stock, and 100,000,000 shares are designated as preferred stock.

Accordingly, the following condensed financial information is presented on a "Parent Only" basis in which The Beachbody Company, Inc.'s investment in its consolidated subsidiaries are presented under the equity method of accounting. 118 Schedule I The Beachbody Company, Inc.

Accordingly, the following condensed financial information is presented on a "Parent Only" basis in which The Beachbody Company, Inc.'s investment in its consolidated subsidiaries are presented under the equity method of accounting. 109 Schedule I The Beachbody Company, Inc.

This letter of credit expires on December 6, 2025 and is automatically extended for one-year terms unless notice of non-renewal is provided 60 days prior to the end of the applicable term . At December 31, 2024, the cash collateralizing this letter of credit is classified as current restricted cash in our consolidated balance sheet. Note 12.

This letter of credit expires on December 6, 2026 and is automatically extended for one-year terms unless notice of non-renewal is provided 60 days prior to the end of the applicable term . At December 31, 2025 and 2024, the cash collateralizing this letter of credit is classified as current restricted cash in our consolidated balance sheet. Note 11.

As of December 31, 2024, the Company has accumulated U.S. federal and state research tax credits of $ 3.5 million and $ 1.7 million , respectively. The U.S. federal research tax credits will begin to expire in 2039 . The U.S. state research tax credits do not expire.

As of December 31, 2025, the Company has accumulated U.S. federal and state research tax credits of $ 3.5 million and $ 1.7 million , respectively. The U.S. federal research tax credits will begin to expire in 2039 . The U.S. state research tax credits do not expire.

(3) Consists of (a) inventory adjustments recorded associated with the decision by management to no longer sell connected fitness inventory beginning in early 2025, which were recorded in cost of revenue-connected fitness ($1.2 million) and (b) inventory adjustments for nutrition and other inventory impacted by the Pivot which were recorded in cost of revenue-nutrition and other ($0.2 million) in the consolidated statement of operations in the year ended December 31, 2024.

(3) Consists of (a) inventory adjustments recorded associated with the decision by management to no longer sell connected fitness inventory in early 2025, which was recorded in cost of revenue-connected fitness ($ 1.2 million) and (b) inventory adjustments for nutrition and other inventory impacted by the Pivot which was recorded in cost of revenue-nutrition and other ($ 0.2 million) in the consolidated statement of operations in the year ended December 31, 2024.

Advertising costs are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and infomercial production costs. Generally, the costs to produce television and web advertising are expensed as incurred, while television media costs are expensed at the time the media airs.

Advertising costs are primarily comprised of social media, television media, and internet advertising expenses and also include print, radio, and related production costs. Generally, the costs to produce television and web advertising are expensed as incurred, while television media costs are expensed at the time the media airs.

Such security interest consists of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts.

Such security interest consisted of a first-priority perfected lien on substantially all property and assets of the Company and subsidiaries, including stock pledges on the capital stock of the Company’s material and direct subsidiaries, subject to customary carveouts.

Enterprise technology and development expenses also include payroll and related costs for employees involved in the research and development of new and existing products and services, enterprise technology 58 hosting expenses, depreciation of enterprise technology-related assets, software licenses, and technology equipment leases.

Enterprise technology and development expenses also include payroll and related costs for employees involved in the research and development of new and existing products, enterprise technology hosting expenses, depreciation of enterprise technology-related assets, software licenses, and technology equipment leases.

Total payments to the related party were approximately $ 0.4 million and $ 0.4 million during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, $ 0.2 million and $ 0.2 million , respectively, was due to the related party pursuant to the royalty agreement.

Total payments to the related party were approximately $ 0.4 million and $ 0.4 million during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, $ 0.2 million and $ 0.2 million , respectively, was due to the related party pursuant to the royalty agreement.

What changed in Beachbody Company, Inc.'s 10-K — 2024 vs 2025

Top changes in Beachbody Company, Inc.'s 2025 10-K

Item 1C. Cybersecurity

Other BODI 10-K year-over-year comparisons