BODI Filings — The Beachbody Company, Inc.

BODI Filings — The Beachbody Company, Inc. - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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Management's Discussion and Analysis

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Report”) as well as our financial statements and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our "Form 10-K"). Unless otherwise indicated, the terms “BODi,” “we,” “us,” or “our” refer to The Beachbody Company, Inc., a Delaware corporation, together with its consolidated subsidiaries. Forward-Looking Statements This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the financial condition, results of operations, earnings outlook and prospects of the Company. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on our current expectations as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. 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. These risks and uncertainties include, but are not limited to the following: •our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses including changes in selling and marketing, general and administrative, and enterprise technology and development expenses (including any components of the foregoing), Adjusted EBITDA (as defined below), Adjusted Net Income (Loss) (as defined below), and our ability to achieve and maintain future profitability; •disruptions related to the Pivot (as defined below), any further restructurings and our ability to implement the proposed restructuring of our core business model; •our anticipated market opportunity; •our liquidity and ability to raise financing; •our ability to comply with the financial covenants in our ABL Facility (as defined below); •our success in retaining or recruiting, or changes required in, officers, key employees or directors; •other than the pre-funded warrants, our warrants are accounted for as liabilities and changes in the value of such warrants could have a material effect on our financial results; •our ability to effectively compete in the fitness and nutrition industries; •our ability to successfully acquire and integrate new operations; •our reliance on a few key products; •market conditions and global and economic factors beyond our control; •the impact of tariffs and global trade disruptions on us, our suppliers, and our customers; •intense competition and competitive pressures from other companies worldwide in the industries in which we will operate; •litigation and the ability to adequately protect our intellectual property rights; and •other risk and uncertainties under the heading “Risk Factors” set forth in this Report as well as our most recent Form 10-K. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by management prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance upon our forward-looking statements. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events. 26 Overview BODi is the proactive wellness company delivering nutrition, supplements, and proven fitness programs that help people take control of their health inside and out. The Company is the creator of some of the world’s most popular fitness programs. We focus primarily on digital content, supplements, and consumer health and fitness. Our goal is to continue to provide holistic health and fitness content, subscription-based solutions and digital program sales. 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. Our comprehensive nutrition-first programs, Portion Fix® and 2B Mindset®, teach healthy eating habits and promote healthy, sustainable weight loss. These fitness and nutrition programs are available through our BODi streaming service. We offer nutritional products such as Shakeology® nutrition shakes and Beachbody Performance supplements. 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. Leveraging our history of fitness content creation, nutrition innovation, and our affiliates, we plan to continue market penetration into the fitness and nutrition markets to reach a wider fitness and nutrition audience. Management ceased the sale of connected fitness inventory in the first quarter of 2025. Our revenue is generated primarily through a multi-channel network which includes our direct response advertising, affiliates, social media marketing channels, and e-commerce marketplaces such as Amazon. In addition, prior to the Pivot (as defined below), an additional primary source of revenue was our network of Partners. Components of revenue include recurring digital subscription revenue, digital program sales and revenue from the sale of nutritional and other products. In addition to selling individual products on a one-time basis, we bundle digital and nutritional products together at discounted prices. On September 30, 2024, the Company announced a restructuring of its network business (the “Pivot”) which converted the Company’s multi-level marketing model (“MLM”) to a single level affiliate model. For the three months ended June 30, 2026, as compared to the three months ended June 30, 2025: •Total revenue was $49.6 million, a 22% decrease; •Digital revenue was $31.2 million, a 22% decrease; •Nutrition and other revenue was $18.5 million, a 24% decrease; •Gross margin was 72.0%, a decrease of 30 basis points ("bps"); •Operating expenses were $34.1 million, compared to $50.2 million; •Operating income was $1.7 million, the Company's fourth consecutive quarter of operating income, compared to an operating loss of $4.0 million in the prior year period; •Net income was $1.4 million, the Company's fourth consecutive quarter of net income, compared to a net loss of $5.9 million; •Adjusted net income was $0.9 million, the Company's fourth consecutive quarter of adjusted net income, compared to a loss of $2.8 million in the prior year period; and •Adjusted EBITDA was $6.7 million, compared to $4.6 million. For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025: •Total revenue was $103.9 million, a 24% decrease; •Digital revenue was $64.7 million, a 22% decrease; •Nutrition and other revenue was $39.2 million, a 26% decrease; •Gross margin was 71.9%, an increase of 20 bps; •Operating expenses were $70.0 million, compared to $105.4 million; •Operating income was $4.8 million, compared to an operating loss of $7.6 million in the prior year period; 27 •Net income was $3.7 million, compared to a net loss of $11.6 million; •Adjusted net income was $3.4 million, compared to a loss of $7.9 million in the prior year period; and •Adjusted EBITDA was $14.6 million, compared to $8.3 million. See “Non-GAAP Information” below for information regarding our use of Adjusted EBITDA, Adjusted net income (loss), and a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted net income (loss). 28 Recent Developments ABL Facility First Amendment On January 7, 2026, (the “ABL Facility First Amendment Effective Date”), the Company and Tiger Finance, LLC ("Tiger") entered into Amendment No. 1 to the Credit Agreement (the “First Amended ABL Facility Credit Agreement”), which amended the Company’s existing Credit Agreement. The First Amended ABL Facility Credit Agreement amends, among other things, certain terms of the prior Credit Agreement including without limitation, to (1) eliminate the maximum capital expenditures covenant, (2) amend the minimum liquidity financial covenant, (3) amend the minimum Three Months Total Billings Target and the minimum Monthly Digital Subscriptions financial covenants which are not tested unless a Covenant Testing Period (as defined in the Amended ABL Facility Credit Agreement) has been triggered, (4) amend the minimum Monthly Digital Subscriptions Target, which is tested if a Covenant Testing Period has been triggered, (5) include a minimum billings fixed charge coverage ratio ("BFCCR") (as defined in the First Amended ABL Facility Credit Agreement) financial covenant, which is tested if a Covenant Testing Period has been triggered, (6) extended the date for potential decrease in the interest rate of the ABL Facility, (7) extended the Make Whole prepayment premium, and (8) amend certain financial definitions, reporting covenants and other covenants thereunder. The Company incurred a 1% amendment fee on the outstanding ABL Facility balance prior to the amendment (fee of $0.3 million). See Note 9, Debt, for additional information on the ABL Facility and the repayment of the Term Loan. ABL Facility Second Amendment On August 3, 2026, (the “ABL Facility Second Amendment Effective Date”), the Company and Tiger entered into Amendment No. 2 to the Credit Agreement (the "Second Amended ABL Facility Credit Agreement"), which amended the Company’s existing Credit Agreement which had been previously amended by the ABL Facility First Amendment on January 7, 2026. The Second Amended ABL Facility Credit Agreement amends, among other things, certain terms of the Credit Agreement including without limitation, to (1) amend the cash balance required to trigger a Covenant Testing Period, (2) eliminate the minimum BFCCR covenant, (3) amend the minimum liquidity financial covenant, (4) amend both the minimum Three Months Total Billings Target and the minimum Monthly Digital Subscriptions financial covenants which are not tested unless a Covenant Testing Period has been triggered, (5) amend the monthly principal payment, (6) the interest rate of the ABL Facility will remain at SOFR plus 9.00% till the maturity of the ABL Facility, and (7) amend certain financial definitions, reporting covenants and other covenants thereunder. The Company incurred an amendment fee of $0.3 million. See Note 9, Debt, and Note 16, Subsequent Events, for additional information on the Second Amended ABL Facility Credit Amendment. Key Operational and Business Metrics We use the following key operational and business metrics to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions. As of June 30, 2026 2025 Digital subscriptions (millions) 0.76 0.94 Nutritional subscriptions (millions) 0.07 0.07 29 Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Average digital retention 96.1 % 96.7 % 96.0 % 96.8 % Total streams (millions) 15.2 18.0 33.1 38.8 DAU/MAU 31.9 % 31.4 % 32.5 % 32.0 % Revenue (millions) $ 49.6 $ 63.9 $ 103.9 $ 136.3 Gross profit (millions) $ 35.7 $ 46.2 $ 74.7 $ 97.8 Gross margin 72.0 % 72.3 % 71.9 % 71.7 % Net income (loss) (millions) $ 1.4 $ (5.9 ) $ 3.7 $ (11.6 ) Adjusted net income (loss) (millions) (1) $ 0.9 $ (2.8 ) $ 3.4 $ (7.9 ) Adjusted EBITDA (millions) (2) $ 6.7 $ 4.6 $ 14.6 $ 8.3 (1) See “Non-GAAP Information” below for a reconciliation of net income (loss) to Adjusted net income (loss) and an explanation for why we consider Adjusted net income (loss) to be a helpful metric for investors. (2) Please see “Non-GAAP Information” below for a reconciliation of net income (loss) to Adjusted EBITDA and an explanation for why we consider Adjusted EBITDA to be a helpful metric for investors. Digital Subscriptions Our ability to expand the number of digital subscriptions is an indicator of our market penetration and growth. Digital subscriptions from our BODi platform include paid and free-to-pay subscriptions, with free-to-pay subscriptions representing less than 1% of total digital subscriptions on average. Digital subscriptions are inclusive of all billing plans, currently for annual, semi-annual, quarterly and monthly billing intervals. In addition, we also have promotional offers which at times include membership options for greater than one year or the ability to buy a subscription for one year and get the second year free. Nutritional Subscriptions Nutritional subscriptions include monthly subscriptions for nutritional products such as Shakeology and Beachbody Performance. We also package and bundle the content experience of digital subscriptions with nutritional subscriptions to optimize customer results. Average Digital Retention We use month-over-month digital subscription retention, which is defined as the average rate at which the total subscriber file is retained for the next period, to measure customer retention. For instance, a 95% average digital retention rate would correspond with retaining each month an average of 95% of digital subscribers existing at the beginning of that month. A 95% average digital retention rate would translate into a loss at the end of the quarter of approximately 15% of the subscribers existing at the beginning of the quarter. This calculation excludes new customer acquisitions or subscribers added in a specific month, so this calculation can never exceed 100%. Total Streams We use total streams to quantify the number of fitness, nutrition and mindset programs viewed, which is an indicator of customer engagement and retention. While the measure of a digital stream may vary across companies, to qualify as a stream on any of our digital platforms, a program must be viewed for a minimum of 25% of the total running time. Daily Active Users to Monthly Active Users (DAU/MAU) We use the ratio of daily active users to monthly active users to measure how frequently digital subscribers are utilizing our service in a given month. We define a daily active user as a unique user streaming content on our platform in a given day. We define a monthly active user as a unique user streaming content on our platform in that same month. Non-GAAP Information In addition to our results determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), we believe the following non-GAAP financial information is useful in evaluating our operating performance. Adjusted EBITDA 30 We use Adjusted EBITDA, which is a non-GAAP performance measure, to supplement our results presented in accordance with GAAP. We believe Adjusted EBITDA is useful in evaluating our operating performance, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. We define and calculate Adjusted EBITDA as net income (loss) adjusted for depreciation and amortization, amortization of capitalized cloud computing implementation costs, amortization of content assets, interest expense, income tax provision, equity-based compensation, restructuring costs, and other items that are not normal, recurring, operating expenses necessary to operate the Company’s business as described in the reconciliation below. We include this non-GAAP financial measure because it is used by management to evaluate BODi’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because they are non-cash (for example, in the case of depreciation and amortization and equity-based compensation) or are not related to our underlying business performance (for example, in the case of restructuring costs, interest income and expense). The table below presents our Adjusted EBITDA reconciled to our net income (loss), the closest GAAP measure, for the periods indicated: Three months ended June 30, Six months ended June 30, (in thousands) 2026 2025 2026 2025 Net income (loss) $ 1,384 $ (5,900 ) $ 3,670 $ (11,648 ) Adjusted for: Loss on debt extinguishment (1) — 2,166 — 2,166 Depreciation and amortization 1,946 2,022 4,174 4,910 Amortization of capitalized cloud computing implementation costs 347 38 384 75 Amortization of content assets 1,300 2,289 2,669 5,018 Interest expense 1,009 1,268 2,023 2,833 Income tax provision 118 101 150 146 Equity-based compensation (2) 1,285 2,015 2,403 3,741 Restructuring (3) — 2,492 — 2,492 Change in fair value of warrant liabilities (519 ) (1,558 ) (328 ) (869 ) Non-operating (4) (219 ) (301 ) (535 ) (519 ) Adjusted EBITDA $ 6,651 $ 4,632 $ 14,610 $ 8,345 (1)The six months ended June 30, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025. (2)Includes benefits due to the modification of stock awards of approximately zero and $0.9 million for the three and six months ended June 30, 2025, respectively. (3)Includes post-Pivot Restructuring expenses, primarily termination benefits, of $2.5 million for the three and six months ended June 30, 2025. (4)Primarily includes interest income. Adjusted Net Income (Loss) We use adjusted net income (loss), which is a non-GAAP performance measure, to supplement our results presented in accordance with GAAP. We believe adjusted net income (loss) is useful in evaluating our operating performance, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing operating performance and prospects. Adjusted net income (loss) is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. 31 We define and calculate adjusted net income (loss) as net income (loss) adjusted for impairment of goodwill, restructuring costs, the change in fair value of warrant liabilities, and other items that are not normal, recurring operating activities necessary to operate the Company's business, and the tax impact of the adjustments as described in the reconciliation below. We include this non-GAAP financial measure because it is used by management to evaluate BODi’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted net income (loss) excludes certain expenses that are required in accordance with GAAP because they are non-cash (for example, in the case of impairment of goodwill and the change in fair value of warrant liabilities) or are not related to our underlying business performance (for example, in the case of restructuring costs). The table below presents our adjusted net income (loss) reconciled to our net income (loss), the closest GAAP measure, for the periods indicated: Three Months Ended June 30, Six months ended June 30, (in thousands) 2026 2025 2026 2025 Net income (loss) $ 1,384 $ (5,900 ) $ 3,670 $ (11,648 ) Adjusted for: Loss on debt extinguishment (1) — 2,166 — 2,166 Restructuring (2) — 2,492 — 2,492 Change in fair value of warrant liabilities (519 ) (1,558 ) (328 ) (869 ) Tax impact of adjustment (3) 20 (39 ) 13 (48 ) Adjusted net income (loss) $ 885 $ (2,839 ) $ 3,355 $ (7,907 ) (1) The six months ended June 30, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025. (2) Includes post-Pivot Restructuring expenses, primarily termination benefits, of $2.5 million for the three and six months ended June 30, 2025. (3) Tax impact calculated using the annual effective tax rate. Net Cash Position We use net cash position, which is a non-GAAP liquidity measure, to supplement our liquidity as presented in accordance with GAAP. We believe that net cash position is useful in viewing our liquidity, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing liquidity. Net cash position is not intended to be a substitute for GAAP financial measures and, as calculated may not be comparable to other similarly titled measures of liquidity for other companies in other industries or within the same industry. The table below presents our net cash position, which is our cash and cash equivalents less the debt on our balance sheet for the periods indicated: June 30, December 31, (in thousands) 2026 2025 Cash and cash equivalents $ 32,389 $ 39,017 Less: Current portion of Term Loan 2,125 1,062 Term Loan 21,440 22,564 Net cash position $ 8,824 $ 15,391 Free Cash Flow We use free cash flow, which is a non-GAAP liquidity measure, to supplement our cash provided by operating activities as presented in accordance with GAAP. We believe that free cash flow is useful in evaluating our liquidity, as it is similar to measures reported by our public competitors and is regularly used by security analysts, institutional investors, and other interested parties in analyzing 32 liquidity. Free cash flow is not intended to be a substitute for GAAP financial measures and, as calculated may not be comparable to other similarly titled measures of liquidity for other companies in other industries or within the same industry. The table below presents our free cash flow, which is our net cash provided by operating activities less cash used for the purchase of property and equipment for the periods indicated: Six months ended June 30, (in thousands) 2026 2025 Net cash (used in) provided by operating activities $ (4,282 ) $ 6,580 Less: Cash used in the purchase of property and equipment 1,444 2,511 Free cash flow $ (5,726 ) $ 4,069 Results of Operations The Company has one operating segment. The following discussion of our results and operations is on a consolidated basis. (in thousands) Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Revenue: Digital $ 31,158 $ 39,693 $ 64,720 $ 82,604 Nutrition and other 18,455 24,172 39,177 52,825 Connected fitness — 76 — 875 Total revenue 49,613 63,941 103,897 136,304 Cost of revenue: Digital 4,030 4,893 8,260 11,104 Nutrition and other 9,837 11,740 20,892 25,191 Connected fitness — 1,070 — 2,222 Total cost of revenue 13,867 17,703 29,152 38,517 Gross profit 35,746 46,238 74,745 97,787 Operating expenses: Selling and marketing 15,634 25,528 34,393 56,498 Enterprise technology and development 9,884 10,611 19,291 23,207 General and administrative 8,560 11,571 16,279 23,228 Restructuring — 2,492 — 2,492 Total operating expenses 34,078 50,202 69,963 105,425 Operating income (loss) 1,668 (3,964 ) 4,782 (7,638 ) Other income (expense) Loss on debt extinguishment — (2,166 ) — (2,166 ) Change in fair value of warrant liabilities 519 1,558 328 869 Interest expense (1,009 ) (1,268 ) (2,023 ) (2,833 ) Other income, net 324 41 733 266 Income (loss) before income taxes 1,502 (5,799 ) 3,820 (11,502 ) Income tax provision (118 ) (101 ) (150 ) (146 ) Net income (loss) $ 1,384 $ (5,900 ) $ 3,670 $ (11,648 ) 33 Revenue Revenue includes digital subscriptions, digital program sales, nutritional supplement subscriptions, one-time nutritional sales, connected fitness products (management ceased the sale of bike inventory in the first quarter of 2025), and other fitness-related products. 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 defer revenue when we receive payments in advance of delivery of products or the performance of services. Digital subscriptions revenue is recognized ratably over the subscription period which at June 30, 2026 had an initial average life of approximately 13 months. Three months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Revenue Digital $ 31,158 $ 39,693 $ (8,535 ) (22 %) Nutrition and other 18,455 24,172 (5,717 ) (24 %) Connected fitness - 76 (76 ) (100 %) Total revenue $ 49,613 $ 63,941 $ (14,328 ) (22 %) The decrease in digital revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to an $8.5 million decrease in revenue from our digital streaming services due to 20% fewer average subscriptions in the current quarter as compared to the prior year as the result of lower demand. The decrease in nutrition and other revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily attributable to a $5.2 million decrease in revenue from nutritional products due to a 23% decrease in the average order value due to product mix and promotional offerings and 3% fewer average nutritional subscriptions in the current quarter as compared to the prior year as the result of lower demand and a $0.3 million decrease in shipping revenue due to the decrease in nutritional products sold. The decrease in connected fitness revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was due to management's decision to cease the sale of bike inventory in the first quarter of 2025. Six months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Revenue Digital $ 64,720 $ 82,604 $ (17,884 ) (22 %) Nutrition and other 39,177 52,825 (13,648 ) (26 %) Connected fitness — 875 (875 ) (100 %) Total revenue $ 103,897 $ 136,304 $ (32,407 ) (24 %) The decrease in digital revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to a $17.0 million decrease in revenue from our digital streaming services due to 20% fewer average subscriptions in the current year as compared to the prior year as the result of lower demand. The decrease in nutrition and other revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily attributable to a $13.5 million decrease in revenue from nutritional products due to a 20% decrease in the average order value due to product mix and promotional offerings and 6% fewer average nutritional subscriptions in the current year as compared to the prior year as the result of lower demand and a $0.8 million decrease in shipping revenue due to the decrease in nutritional products sold, partially offset by a $0.8 million increase in Amazon sales primarily due to the increased focus on this sales channel. The decrease in connected fitness revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was due to management's decision to cease the sale of bike inventory in the first quarter of 2025. Cost of Revenue Digital Cost of Revenue 34 Digital cost of revenue includes costs associated with digital content creation including amortization and revision of content assets, depreciation of streaming platforms and digital streaming costs. It also includes customer service costs, payment processing fees, depreciation of production equipment, facilities, and related personnel expenses. Nutrition and Other Cost of Revenue Nutrition and other cost of revenue includes product costs, shipping, logistics, fulfillment and warehousing, customer service, and payment processing fees. It also includes depreciation of nutrition-related e-commerce websites and social commerce platforms, and related personnel expenses. Connected Fitness Cost of Revenue Connected fitness cost of revenue consists of product costs, including bike and tablet hardware costs, duties and other applicable importing costs, shipping, fulfillment, warehousing and logistics costs, costs associated with service calls and repairs of products under warranty, payment processing and financing fees, customer service expenses, and personnel-related expenses associated with supply chain and logistics. Three months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Cost of revenue Digital $ 4,030 $ 4,893 $ (863 ) (18 %) Nutrition and other 9,837 11,740 (1,903 ) (16 %) Connected fitness — 1,070 (1,070 ) (100 %) Total cost of revenue $ 13,867 $ 17,703 $ (3,836 ) (22 %) Gross profit Digital $ 27,128 $ 34,800 $ (7,672 ) (22 %) Nutrition and other 8,618 12,432 (3,814 ) (31 %) Connected fitness — (994 ) 994 100 % Total gross profit $ 35,746 $ 46,238 $ (10,492 ) (23 %) Gross margin Digital 87.1 % 87.7 % Nutrition and other 46.7 % 51.4 % Connected fitness — NM Total gross margin 72.0 % 72.3 % NM-not meaningful The decrease in digital cost of revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $1.0 million decrease in digital content amortization as the result of lower production spend. The slight decrease in digital gross margin for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily as a result of certain fixed expenses which did not decrease as quickly as the decline in digital revenue. The decrease in nutrition and other cost of revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $1.0 million decrease in logistics expenses related to the decrease in nutrition and other revenue and a $0.7 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years. The decrease in nutrition and other gross margin for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to a higher level of promotional offerings in the current period. The decrease in connected fitness cost of revenue for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was due to management's decision to cease the sale of bike inventory in the first quarter of 2025. 35 Six months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Cost of revenue Digital $ 8,260 $ 11,104 $ (2,844 ) (26 %) Nutrition and other 20,892 25,191 (4,299 ) (17 %) Connected fitness — 2,222 (2,222 ) (100 %) Total cost of revenue $ 29,152 $ 38,517 $ (9,365 ) (24 %) Gross profit Digital $ 56,460 $ 71,500 $ (15,040 ) (21 %) Nutrition and other 18,285 27,634 (9,349 ) (34 %) Connected fitness — (1,347 ) 1,347 100 % Total gross profit $ 74,745 $ 97,787 $ (23,042 ) (24 %) Gross margin Digital 87.2 % 86.6 % Nutrition and other 46.7 % 52.3 % Connected fitness — NM Total gross margin 71.9 % 71.7 % The decrease in digital cost of revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was due to a $2.3 million decrease in digital content amortization as a result of lower production spend, a $0.3 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years, and a $0.3 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets. The increase in digital gross margin for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to the decrease in digital content amortization. The decrease in nutrition and other cost of revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to a $2.1 million decrease in product costs due to a decrease in the volume of products sold, a $1.8 million decrease in logistics expenses related to the decrease in nutrition and other revenue, and a $1.4 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years, partially offset by a $0.5 million increase in depreciation expense and a $0.3 million increase in inventory adjustments. Nutrition and other gross margin decreased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily as a result of a higher level of promotional offerings in the current year. The decrease in connected fitness cost of revenue for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was due to management's decision to cease the sale of bike inventory in the first quarter of 2025. 36 Operating Expenses Selling and Marketing Selling and marketing expenses primarily include the cost of advertising, third-party sales commissions, Partner compensation, affiliate expenses (which began on November 1, 2024), promotions and events as well as the personnel expenses for employees and consultants who support these areas. Selling and marketing expense as a percentage of total revenue may fluctuate from period to period based on total revenue, timing of new content and nutritional product launches, and the timing of our media investments to build awareness around launch activity. Three months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Selling and marketing $ 15,634 $ 25,528 $ (9,894 ) (39 %) As a percentage of total revenue 31.5 % 39.9 % The decrease in selling and marketing expense for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $7.1 million decrease in Partner compensation (from $7.6 million for the three months ended June 30, 2025 to $0.4 million for the three months ended June 30, 2026) due to the Pivot (as we no longer have Partner compensation on new sales after November 1, 2024 and the Partner Compensation recorded in the current quarter was the amortization of Partner compensation that was deferred in prior periods), a $1.3 million decrease in media expense due to continued cost containment, and a $0.5 million decrease in royalty expense due to a decrease in royalty bearing sales. Selling and marketing expense as a percentage of total revenue decreased by 840 bps primarily due to the Pivot and transition from the MLM model to an affiliate model which significantly reduced Partner compensation. Six months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Selling and marketing $ 34,393 $ 56,498 $ (22,105 ) (39 %) As a percentage of total revenue 33.1 % 41.4 % The decrease in selling and marketing expense for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to a $18.4 million decrease in Partner compensation (from $19.5 million for the six months ended June 30, 2025 to $1.1 million for the six months ended June 30, 2026) due to the Pivot (as we no longer have Partner compensation on new sales after November 1, 2024 and the Partner compensation recorded in the current year was the amortization of Partner compensation that was deferred in prior periods), and a $1.3 million decrease in media expense due to continued cost containment. Selling and marketing expense as a percentage of total revenue decreased by 830 bps primarily due to the Pivot and transition from the MLM model to an affiliate model which significantly reduced Partner compensation. Enterprise Technology and Development Enterprise technology and development expenses primarily include personnel-related expenses for employees and professional fees paid to consultants to maintain the Company’s enterprise resource planning system, which is the core of our accounting, procurement, supply chain and other business support systems and primarily relate to enterprise systems applications, hardware, and software that serve as the technology infrastructure for the Company and are not directly related to services provided or tangible goods sold. Enterprise technology and development expenses also includes reporting and business analytics tools, security systems such as identity management and payment card industry compliance, office productivity software, research and development tracking tools, research and development expenses related to new nutritional product development, and other non-customer-facing applications. Enterprise technology and development expenses include payroll and related costs for employees involved in the research and development of new 37 and existing products, enterprise technology hosting expenses, depreciation of enterprise technology-related assets, software licenses, and technology equipment leases. Three months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Enterprise technology and development $ 9,884 $ 10,611 $ (727 ) (7 %) As a percentage of total revenue 19.9 % 16.6 % The decrease in enterprise technology and development expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $0.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years. Enterprise technology and development expense as a percentage of total revenue increased by 330 bps primarily due to a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses. Six months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Enterprise technology and development $ 19,291 $ 23,207 $ (3,916 ) (17 %) As a percentage of total revenue 18.6 % 17.0 % The decrease in enterprise technology and development expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to a $3.3 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years and a $0.9 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of December 31, 2025. Enterprise technology and development expense as a percentage of total revenue increased by 160 bps due to a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses. 38 General and Administrative General and administrative expenses include personnel-related expenses and facilities-related costs primarily for our executive, finance, accounting, legal, and human resources functions. General and administrative expenses also include fees for professional services principally comprised of legal, audit, tax, and insurance. Three months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) General and administrative $ 8,560 $ 11,571 $ (3,011 ) (26 %) As a percentage of total revenue 17.3 % 18.1 % The decrease in general and administrative expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to a $2.0 million decrease in professional related expenses due to continued focus on cost containment, a $0.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past two years, and a $0.2 million decrease in insurance expense, as some of our insurance is based on the level of the Company's revenues or the number of employees, which both have declined in the current period compared to the prior period. General and administrative expenses as a percentage of total revenue decreased by 80 bps due primarily to the decrease in professional related expenses. Six months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) General and administrative $ 16,279 $ 23,228 $ (6,949 ) (30 %) As a percentage of total revenue 15.7 % 17.0 % The decrease in general and administrative expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to a $4.0 million decrease in professional related expenses, a $2.2 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past two years, and a $0.4 million decrease in insurance expense as some of our insurance is based on the level of the Company's revenues or the number of employees, which both have declined in the current period compared to the prior period. General and administrative expenses as a percentage of total revenue decreased by 130 bps due primarily to the decrease in professional related expenses. Restructuring In 2025 restructuring charges primarily related to additional post Pivot headcount reductions. The charges incurred primarily consist of employee termination costs. Three months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Restructuring $ — $ 2,492 $ (2,492 ) (100 %) Six months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Restructuring $ — $ 2,492 $ (2,492 ) (100 %) Other Income (Expense) 39 The change in fair value of warrant liabilities consists of the fair value changes of the 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. Other income, net, consists primarily of interest income earned on investments and cash equivalents. Three months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Loss on debt extinguishment $ — $ (2,166 ) $ 2,166 (100 %) Change in fair value of warrant liabilities 519 1,558 (1,039 ) (67 %) Interest expense (1,009 ) (1,268 ) 259 (20 %) Other income, net 324 41 283 NM The loss on debt extinguishment for the three months ended June 30, 2025 was due to the repayment in full ($17.3 million) of the Term Loan as of May 13, 2025. The $1.0 million change in fair value of warrant liabilities during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily resulted from a 6% decrease in our stock price during the current quarter as compared to a decrease of 45% in the prior year quarter. The $0.3 million decrease in interest expense was primarily due to the decrease in the effective interest rate on the ABL Facility (outstanding since May 13, 2025) as compared to the Term Loan (repaid on May 13, 2025), 14.9% as compared to 28.0% in the prior year period, respectively, partially offset by an increase of approximately 16% in the average principal debt balance outstanding during the current period as compared to the prior year period. Six months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Loss on debt extinguishment $ — $ (2,166 ) $ 2,166 (100 %) Change in fair value of warrant liabilities 328 869 (541 ) (62 %) Interest expense (2,023 ) (2,833 ) 810 (29 %) Other income, net 733 266 467 NM The loss on debt extinguishment for the six months ended June 30, 2025 was due to the repayment in full ($17.3 million) of the Term Loan as of May 13, 2025. The $0.5 million change in fair value of warrant liabilities during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily resulted from a 1% decrease in our stock price during the current period as compared to a 33% decrease in our stock price in the prior year period. The $0.8 million decrease in interest expense was primarily due to the decrease in the effective interest rate on the ABL Facility (outstanding since May 13, 2025) as compared to the Term Loan (repaid on May 13, 2025), 14.9% as compared to 28.0% in the prior year period, respectively, partially offset by an increase of approximately 16% in the average principal debt balance outstanding during the current period as compared to the prior year period. Income Tax Provision Income tax provision consists of income taxes related to U.S. federal and state jurisdictions as well as those foreign jurisdictions where we have business operations. Three months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Income tax provision $ (118 ) $ (101 ) $ (17 ) 17 % The income tax provision increase for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily driven by changes in our valuation allowance. 40 Six months ended June 30, 2026 2025 $ Change % Change (dollars in thousands) Income tax provision $ (150 ) $ (146 ) $ (4 ) 3 % The income tax provision increase for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily driven by changes in our valuation allowance. Liquidity and Capital Resources ABL Facility and Repayment of Term Loan On May 13, 2025, the Company, the lenders party thereto and Tiger, as administrative agent, entered into a $35.0 million ABL Facility, which includes a $10.0 million uncommitted accordion that matures on May 13, 2028 with the potential for two one-year extensions which would need to be approved by Tiger. The Company borrowed $25.0 million on the Asset-Based Lending Facility Effective Date. The ABL Facility bears interest based on the one-month SOFR plus 9.00% at its inception with a reduction in the rate to the one-month SOFR plus 7.75% after May 13, 2026 if the Company's fixed charge coverage ratio is greater than 1.10x. The ABL Facility is secured by a first lien on substantially all of the Company’s assets and there is no required payment of principal until July 1, 2026 and thereafter the principal repayment is approximately $2.1 million per year, which is split into equal monthly payments of $177,083. The remaining unpaid principal balance of the ABL Facility will be due on May 13, 2028, unless the ABL Facility is extended pursuant to its terms. During the six months ended June 30, 2026, the ABL Facility had an effective interest rate of 14.86% and a cash interest rate of 12.66%. The Company used the proceeds from the ABL Facility to repay in full its existing Term Loan on May 13, 2025 (outstanding principal balance of $17.3 million as of the date of repayment) along with the repayment of the outstanding paid in kind of $0.5 million, a prepayment premium of $0.3 million and outstanding accrued interest of $0.2 million. The repayment of the Term Loan was accounted for as a debt extinguishment and the Company wrote off the remaining amount of unamortized debt discount and debt issuance costs as of the repayment date ($1.7 million) which in addition to the prepayment premium ($0.3 million) and certain legal expenses, was recorded as a loss on debt extinguishment of $2.2 million in the three and six months ended June 30, 2025. After repaying in full its existing Term Loan, the ABL Facility provided the Company with approximately $5 million in additional capital on its balance sheet. The ABL Facility also contains customary representations, warranties, and covenants, which include, but are not limited to, restrictions on indebtedness, liens, restricted payments, asset sales, affiliate transactions, changes in line of business, investments, negative pledges and amendments to organizational documents and material contracts. The ABL Facility contains customary events of default, which among other things include (subject to certain exceptions and cure periods): (1) failure to pay principal, interest, or any fees or certain other amounts when due; (2) breach of any representation or warranty, covenant, or other agreement in the ABL Facility and other related loan documents; (3) the occurrence of certain bankruptcy or insolvency proceedings; and (4) certain other customary events of default. The Company’s financial covenants under the ABL Facility were as follows until they were amended as part of the First Amended ABL Facility Credit Agreement, which is discussed below: 1.The Company shall not fail to exceed the Three Month Total Billings Target (as defined in the Credit Agreement). 2.The Company shall not fail to exceed the Quarterly Digital Subscriptions Target (as defined in the Credit Agreement). 3.On an annual basis, the amount of Capital Expenditures (as defined in the Credit Agreement) for the year then ended shall be less than $10 million, which can increase based on certain cost savings metrics. 4.Liquidity, as defined in the Credit Agreement, shall be greater than $12 million at all times and during a Cure Period (as defined in the Credit Agreement) shall be greater than $13.2 million. ABL Facility First Amendment On January 7, 2026, the Company and Tiger entered into the First Amended ABL Facility Credit Agreement, which amended the Company’s existing Credit Agreement. The First Amended ABL Facility Credit Agreement amends, among other things, certain terms 41 of the Credit Agreement including without limitation, to (1) eliminate the capital expenditures covenant, (2) increase the minimum liquidity financial covenant from $12 million to $15 million, (3) the minimum Three Months Total Billings Target and the minimum Monthly Digital Subscriptions financial covenants are not tested unless the Company's cash balance is less than $4.6 million greater than the outstanding debt principal (a Covenant Testing Period, as defined in the First Amended ABL Facility Credit Agreement), (4) decrease the minimum Monthly Digital Subscriptions Target covenant level from 850,000 to 700,000, which is tested if a Covenant Testing Period (as defined in the First Amended ABL Credit Facility Agreement) has been triggered, (5) add an additional financial covenant such that if a Covenant Testing Period, as defined in the First Amended ABL Facility Credit Agreement) is in effect, the Company must maintain a minimum BFCCR (as defined in the First Amended ABL Facility Credit Agreement) of at least 1.1x, (6) extended the date for potential decrease in the interest rate of the ABL Facility from SOFR plus 9.00% to SOFR plus 7.75% from May 13, 2026 to December 31, 2026, (7) extended the Make Whole prepayment premium from November 13, 2026 to July 7, 2027, and (8) amend certain financial definitions, reporting covenants and other covenants thereunder. The Company incurred a 1% amendment fee on the outstanding ABL Facility balance prior to the amendment (fee of $0.3 million). See Note 9, Debt, for additional information on the First Amended ABL Facility Credit Amendment. ABL Facility Second Amendment On August 3, 2026, the Company and Tiger entered into the Second Amended ABL Facility Credit Agreement which amended the Company’s existing Credit Agreement which had been previously amended by the ABL Facility First Amendment on January 7, 2026. The Second Amended ABL Facility Credit Agreement amends, among other things, certain terms of the Credit Agreement including without limitation, to (1) the minimum Three Months Total Billings Target and the minimum Monthly Digital Subscriptions financial covenants are not tested unless the Company's cash balance is less than $22.5 million, (a Covenant Testing Period, as defined in the Second Amended ABL Facility Credit Agreement), a decrease from the previous required cash level of $4.6 million greater than the outstanding debt principal ($29.6 million at June 30, 2026), (2) eliminate the minimum BFCCR covenant, (3) increase the minimum liquidity financial covenant from $15 million to $18 million, which will decrease at a monthly amount of approximately $0.2 million beginning March 1, 2027, to $16 million, (4) decrease the minimum Monthly Digital Subscriptions Target covenant level from 700,000 to 650,000 through December 31, 2026 and 550,000 thereafter, which is tested if a Covenant Testing Period (as defined in the Second Amended ABL Facility Credit Agreement) has been triggered, (5) the Three Months Billings Target (as defined in the Second Amended ABL Facility Credit Agreement) increased from 90% to 92.5% of the forecast provided to the lender on the ABL Facility Second Amendment Effective Date, which is tested if a Covenant Testing Period (as defined in the Second Amended ABL Facility Credit Agreement) has been triggered, (6) the interest rate of the ABL Facility will remain at SOFR plus 9.00% till the maturity of the ABL Facility, (7) the monthly principal payment will increase by approximately $0.1 million, and (8) amend certain financial definitions, reporting covenants and other covenants thereunder. The Company incurred an amendment fee of $0.3 million. See Note 9, Debt, and Note 16, Subsequent Events, for additional information on the Second Amended ABL Facility Credit Amendment. Liquidity Considerations We were in compliance with the financial covenants under our ABL Facility as of June 30, 2026. The Company believes it will have adequate cash flows to support its ongoing operations for at least one year following the date that these condensed consolidated financial statements are issued. See Note 9, Debt, for additional information on the ABL Facility and the repayment of 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”). Obligations under the Financing Agreement were guaranteed by the Guarantors and secured by a lien on and security interest in substantially all of the assets of the Borrower and the Guarantors, subject to customary exceptions. Between January 1, 2024 and April 30, 2025, the Company made partial prepayments of $13.7 million on the 42 Term Loan. As noted above, the Term Loan was repaid in full on May 13, 2025. During the period from January 1, 2025 to May 13, 2025, the Term Loan was a SOFR loan, with an effective interest rate of 28.00% and a cash interest rate of 11.63%. See Note 9, Debt, for additional information on the Term Loan. Purchase Commitments and Lease Obligations As of June 30, 2026, we have $17.4 million of purchase commitments and lease obligations associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. See Note 8, Commitments and Contingencies, for discussion of our contractual commitments that are primarily due within the next year. Cash Flows For the six months ended June 30, 2026 and 2025, our net cash flows were as follows: Six months ended June 30, 2026 2025 (in thousands) Net cash (used in) provided by operating activities $ (4,282 ) $ 6,580 Net cash used in investing activities (1,444 ) (2,511 ) Net cash (used in) provided by financing activities (640 ) 785 As of June 30, 2026, we had cash and cash equivalents totaling $32.4 million. Net cash (used in) provided by operating activities was $(4.3) million and $6.6 million for the six months ended June 30, 2026 and 2025, respectively. The increase in net cash used in operating activities during the six months ended June 30, 2026, compared to the prior year period, was primarily due to a decrease in cash provided by other assets of $17.1 million, an increase in cash used for inventory of $8.3 million (due primarily to the Company's increased focus on nutritional products as well as the Company beginning to sell nutritional products through a retail environment), a decrease in cash provided by prepaid expenses of $2.5 million, a decrease in cash provided by the amortization of content assets of $2.3 million, a decrease in cash provided by loss on debt extinguishment of $2.2 million, and a decrease in cash provided by equity based compensation of $1.3 million, partially offset by an increase in net income of $15.3 million, an increase in cash provided by accounts payable of $6.2 million, and a decrease in cash used by deferred revenue of $3.4 million. Net cash used in investing activities was $1.4 million and $2.5 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in net cash used in investing activities was due to a decrease in capital expenditures of $1.1 million due to continued focus by management on capital expenditures, in particular related to technology. Net cash (used in) provided by financing activities was $(0.6) million and $0.8 million for the six months ended June 30, 2026 and 2025, respectively. The increase in net cash used in financing activities was primarily due to the repayment of the Term Loan and the $25.0 million borrowing on the ABL Facility in the prior year. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth and overall economic conditions. We continue to assess and efficiently manage our working capital and expect to generate additional liquidity through continued cost control initiatives. We believe that existing cash and cash equivalents and cost control initiatives will provide the Company with sufficient liquidity to meet our anticipated cash needs, including debt service requirements, for the next twelve months as well as for the longer term (i.e., beyond the next twelve months). We may explore additional debt or equity financing to supplement our anticipated working capital balances and further strengthen our financial position, but do not at this time know which form it will take or what the terms will be. The incurrence of additional debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financial covenants that would restrict our operations. The sale of additional equity would result in additional dilution to our shareholders. There can be no assurances that we will be able to raise additional capital in amounts or on terms acceptable to us. 43 Critical Accounting Policies and Estimates There have been no material changes to the Company's critical accounting estimates discussed in the 2025 Annual Report on Form 10-K in Item 7 under the heading Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates. Recent Accounting Pronouncements See Note 1, Description of Business and Summary of Significant Accounting Policies, of the notes to our unaudited condensed consolidated financial statements included elsewhere in this Report for recently adopted accounting pronouncements.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Risk We are exposed to foreign currency exchange risk related to transactions in currencies other than the U.S. Dollar, which is our functional currency. Our foreign subsidiaries, sales, certain inventory purchases and operating expenses expose us to foreign currency exchange risk. For the six months ended June 30, 2026 and 2025, approximately 7% and 8%, respectively, of our revenue was in foreign currencies. These sales were primarily denominated in Canadian dollars and British pounds. We may use derivative instruments to manage the effects of fluctuations in foreign currency exchange rates on our net cash flows. 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. We may designate some of these instruments as cash flow hedges and record them at fair value as either assets or liabilities within the consolidated balance sheets. Some of these instruments may be freestanding derivatives for which hedge accounting does not apply. The Company has no outstanding foreign exchange options at June 30, 2026 and December 31, 2025. As part of the Pivot, the Company decided to exit the sale of nutritional and other physical products in the United Kingdom (the "UK") and France. Nutrition and other revenue in the UK and France were not significant. A hypothetical 10% change in exchange rates, with the U.S. dollar as the functional and reporting currency, would result in an approximate $1.5 million increase or decrease in cost of revenue and operating expenses. The Company has no foreign exchange derivative instruments at June 30, 2026 and year ended December 31, 2025.

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Legal Proceedings

We are and, from time to time, we may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Other than as set forth below, there have been no material changes from the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. On May 22, 2023, Jessica Lyons, an individual, and a group of other plaintiffs filed a class action complaint with the Los Angeles County Superior Court alleging that the Company misclassified its Partners as contractors rather than as employees and committed other violations of the California Labor Code. 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. Lyons has also filed 28 arbitration actions in Los Angeles County in anticipation that the Company's motion to compel arbitration will be upheld. We have continued to deny the allegations in the complaint and have vigorously defended ourselves in this action. As of October 7, 2025, the parties reached a settlement that resulted in a dismissal of all claims, including all 28 filed arbitrations. A motion to dismiss the entire class action and PAGA complaint was filed on December 29, 2025, which was granted on January 12, 2026, and has now been formally dismissed in its entirety. On June 14, 2024, Bryan Reilly on behalf of himself and similarly situated current and former stockholders of Forest Road Acquisition Corp., which later became the Beachbody Company, Inc. (“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”). 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. 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. 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. Consequently, the Company is not currently a party to the litigation but its indemnification obligation as to certain of the remaining defendant directors remains. On July 1, 2025, the Defendants in the Reilly Action filed a motion to dismiss with the Delaware Chancery Court. On September 30, 2025, this motion to dismiss was granted, dismissing the action with prejudice and giving the Plaintiffs thirty days to file an appeal. On October 15, 2025, Plaintiffs filed a notice of appeal for the Reilly Action. The appeal was heard on April 22, 2026, and on May 7, 2026, the Supreme Court of the State of Delaware issued its order, affirming the lower court’s decision and dismissing the case. On October 14, 2024, the firm Milberg Coleman Bryson Phillips Grossman ("Milberg") filed 10 arbitration demands alleging that the Company violated the Video Privacy Protection Act. The arbitration demands state that Milberg currently represents approximately 6,239 additional subscribers of BODi and intends to file similar demands for each person. The plaintiffs are seeking monetary damages as well as injunctive and equitable relief. As of September 11, 2025, the parties reached a settlement that resulted in a release of all threatened claims, including on behalf of all alleged affected subscribers.

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