Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report on Form 10-K (this "Report") and the section entitled "Risk Factors." Unless otherwise indicated, the terms "Beachbody," "BODi," "we," "us," "our," or the "Company"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 ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), including statements about and the financial condition, results of operations, earnings outlook, new selling initiatives, 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:

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.

Overview

BODi is a leading fitness and nutrition company. 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. 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 services.

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 market places 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, revenue from the sale of nutritional and other products, and connected fitness revenue (prior to the first quarter of 2025). In addition to selling individual products on a standalone 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 MLM to a single level affiliate model and reduced the Company's headcount by approximately 170 employees (33% of the Company's workforce on that date) in the fourth quarter of 2024.

For the year ended December 31, 2025, as compared to the year ended December 31, 2024:

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).

Recent Developments

ABL Facility Amendment

On January 7, 2026, (the "ABL Facility Amendment Effective Date"), the Company and Tiger Finance, LLC ("Tiger") entered into Amendment No. 1 to the Credit Agreement (the "Amended ABL Facility Credit Agreement"), which amended the Company's existing Credit Agreement. The 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 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 10, Debt,and Note 22, Subsequent Events, for additional information on the Amended ABL Facility Credit Agreement.

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:

(1) See "Non-GAAP Information" below for a reconciliation of net 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) See "Non-GAAP Information" below for a reconciliation of net 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 ("BOGO").

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 example, 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

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 impairment of goodwill and intangible assets, 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, impairment of goodwill and intangible assets, and equity-based compensation) or are not related to our underlying business performance (for example, in the case of restructuring costs, interest income, and interest expense).

The table below presents our Adjusted EBITDA reconciled to our net loss, the closest GAAP measure, for the periods indicated:

(1) The year ended December 31, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025. The year ended December 31, 2024 represents the loss related to the $1.0 million,

$5.5 million, $4.0 million and $3.2 million partial debt prepayments that the Company made on January 9, 2024, February 29, 2024, April 5, 2024 and October 18, 2024, respectively.

(2) Includes accelerated depreciation expense of $11.1 million for the year ended December 31, 2024 related to certain long-lived assets that due to the Pivot were not used by the Company after December 31, 2024.

(3) Includes benefits due to the modification of stock awards of $0.9 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively.

(4) Includes (a) restructuring expenses and personnel costs associated with the Pivot of $6.2 million during the year ended December 31, 2024 and (b) adjustments recorded to connected fitness inventory of $1.2 million due to the decision to cease the sale of connected fitness inventory in early 2025 and adjustments recorded to nutrition and other inventory of $0.2 million due to the Pivot, in the year ended December 31, 2024.

(5) Includes post-Pivot restructuring expenses of $2.5 million for the year ended December 31, 2025. Includes restructuring expenses and personnel costs associated with key initiatives of $1.6 million during the year ended December 31, 2024. The cost primarily relates to termination benefits related to headcount reductions.

(6) 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.

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:

(1) The year ended December 31, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025. The year ended December 31, 2024 represents the loss related to the $1.0 million, $5.5 million, $4.0 million and $3.2 million partial debt prepayments that the Company made on January 9, 2024, February 29, 2024, April 5, 2024 and October 18, 2024, respectively.

(2) Pivot restructuring includes accelerated depreciation expense of $11.1 million for the year ended December 31, 2024, related to certain long-lived assets that due to the Pivot were not used by the Company after December 31, 2024. Also, includes (a) restructuring expenses and personnel costs associated with the Pivot of $6.2 million during the year ended December 31, 2024, and (b) adjustments recorded to connected fitness inventory of $1.2 million due to the decision to cease the sale of connected fitness inventory in early 2025 and adjustments recorded to nutrition and other inventory of $0.2 million due to the Pivot, in the year ended December 31, 2024.

(3) Includes post-Pivot restructuring expenses, primarily termination benefits, of approximately $2.5 million for the year ended December 31, 2025. Includes restructuring expenses and personnel costs associated with key initiatives of approximately $1.6 million during the year ended December 31, 2024.

(4) 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:

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 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:

Results of Operations

The Company has one operating segment. The following discussion of our results of operations is on a consolidated basis.

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), access to our online Partner business management platform (prior to November 1, 2024), preferred customer program memberships (prior to November 1, 2024) and other fitness-related products, which we sell through our multi-channel network. 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 December 31, 2025 had an initial average life of approximately 13 months.

The decrease in digital revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily attributable to a $48.6 million decrease in revenue from our digital streaming services due to 18% fewer average digital subscriptions in the current year as compared to the prior year as the result of lower demand, a decrease in digital program sales of $11.8 million, and a decrease of $9.9 million in fees from Partners due to the Pivot (there were no fees from Partners after November 1, 2024).

The decrease in nutrition and other revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily attributable to a $71.7 million decrease in revenue from nutritional products due to 44% fewer average nutritional subscriptions in the current year as compared to the prior year as the result of lower demand, a $14.3 million decrease in revenue generated from our preferred customer fees as there were no preferred customer fees after November 1, 2024, a $5.7 million decrease in shipping revenue due to the decrease in nutritional products sold, and a $2.6 million decrease in event ticket sales (there were no events in the year ended December 31, 2025), partially offset by a $5.7 million increase in Amazon sales primarily due to increased focus on this sales channel.

The decrease in connected fitness revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, 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

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.

The decrease in digital cost of revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was due to a $6.8 million decrease in digital content amortization as a result of lower production spend, a $5.6 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that occurred in the past two years, a $4.0 million decrease in depreciation expense as a result of the end of the useful life of certain fixed assets, a $2.6 million decrease in customer service expense due to a decrease in the volume of contacts related to digital revenue, and a $1.3 million decrease in digital content revisions. The increase in digital gross margin for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily as a result of the decrease in expenses as noted above partially offset by the elimination of partner fees, which did not carry any cost of revenues in the prior year.

The decrease in nutrition and other cost of revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to a $14.4 million decrease in product costs due to a decrease in volume of products sold, a $9.8 million decrease in logistics expenses related to the decrease in nutrition and other revenue, 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 $2.8 million decrease in customer service expense due to a decrease in the volume of contacts related to nutrition and other revenue. Nutrition and other gross margin decreased for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily as a result of the elimination of preferred customer fees, which did not carry any cost of revenues in the prior year and a higher level of promotional offerings in the current year.

The decrease in connected fitness cost of revenue for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was driven by a $5.9 million decrease in logistics expenses and a $2.5 million decrease in the level of inventory adjustments, primarily due to management's decision to cease the sale of bike inventory in the first quarter of 2025.

Operating Expenses

Selling and Marketing

Selling and marketing expenses primarily include the cost of Partner compensation, affiliate expenses (which began on November 1, 2024), advertising, royalties, promotions and events, and third-party sales commissions as well as the personnel expenses for employees and consultants who support these areas. Selling and marketing expenses 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.

The decrease in selling and marketing expense for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to a $93.0 million decrease in Partner compensation (from $119.3 million for the year ended December 31, 2024 to $26.3 million for the year ended December 31, 2025) 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, a $21.2 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 $5.6 million decrease in event expenses due to no events in the current year (due to the Pivot), partially offset by a $14.3 million increase in media expense due to increased advertising spend with the Pivot transition and a $2.6 million increase in affiliate compensation, which did not exist until late in the fourth quarter of the prior year.

Selling and marketing expenses as a percentage of total revenue decreased by 1,060 bps primarily due to the Pivot and the transition from the MLM model to an affiliate model which significantly reduced Partner compensation and eliminated event expenses.

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 include 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 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.

The decrease in enterprise technology and development expenses for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to an $18.9 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of December 31, 2024 and due to $11.1 million of accelerated deprecation recorded in the prior year related to certain long-lived assets due to the Pivot and by a $15.2 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 decreased by 140 bps primarily due to the accelerated depreciation on the long-lived assets impacted by the Pivot in the prior year and certain long-lived

assets that were fully depreciated as of December 31, 2024, partially offset by a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses.

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 expense also includes fees for professional services principally comprised of legal, audit, tax, and insurance.

The decrease in general and administrative expenses for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to a $6.9 million decrease in personnel-related expenses due to lower headcount primarily related to the restructuring activities that have occurred in the past two years, a $1.3 million decrease in rent expense due to a decrease in leased space, and a $1.1 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, partially offset by a $0.8 million gain on the sale of the Van Nuys facility which was recorded as a reduction of general and administrative expenses in the year ended December 31, 2024.

General and administrative expenses as a percentage of total revenue increased by 420 bps due to the decrease in revenue at a faster pace than the reduction in general and administrative expenses.

Restructuring

In 2025, restructuring charges primarily related to additional post-Pivot headcount reductions. In 2024, restructuring charges related primarily to the Pivot which was announced by the Company on September 30, 2024 (see Note 14, Restructuring, for more information on the Pivot) and key initiatives. The charges incurred primarily consist of employee termination costs.

Impairment of Goodwill

Impairment of goodwill includes goodwill impairment in 2024.

The Company performed its annual goodwill impairment test as of December 31, 2025 and 2024 and based on a quantitative analysis recognized goodwill impairment of $20.0 million for the year ended December 31, 2024.

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. Other income, net, consists primarily of interest income earned on investments and cash equivalents.

The loss on debt extinguishment for the year ended December 31, 2025 was due to the repayment in full ($17.3 million) of the Term Loan as of May 13, 2025. The loss on debt extinguishment for the year ended December 31, 2024 was due to partial prepayments of $13.7 million on the Term Loan that occurred in the year ended December 31, 2024. The $3.1 million change in fair value of warrant liabilities during the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily resulted from a 68% increase in our stock price during the current year as compared to a 26% decrease in our stock price in the prior year. The $1.9 million decrease in interest expense was primarily due to (1) a decrease of approximately 15% in the average principal debt balance outstanding during the year ended December 31, 2025 as compared to the prior year and (2) a decrease of approximately 38% 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). The $2.1 million decrease in other income as compared to the prior year was primarily due to a $1.2 million gain on the sale of a legal claim for a litigation settlement in the year ended December 31, 2024.

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.

The income tax provision decrease for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily driven by changes in our valuation allowance and a decrease in the net expense from discrete events.

Liquidity and Capital Resources

Historically, our primary sources of liquidity have been sales of our equity, debt financing, and cash generated from our operations. As of December 31, 2025, we had $39.0 million in cash and cash equivalents.

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 secured overnight financing rate ("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 period from May 13, 2025 (inception of the ABL Facility) to December 31, 2025, the ABL Facility had an effective interest rate of 15.09% and a cash interest rate of 13.25%.

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 year ended December 31, 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 are as follows:

ABL Facility First Amendment

On January 7, 2026, the Company and Tiger entered into the Amended ABL Facility Credit Agreement, which amended the Company's existing Credit Agreement. The Amended ABL Facility Credit Agreement amends, among other things, certain terms 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 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 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 Amended ABL Facility Credit Agreement) is in effect, the Company must maintain a minimum BFCCR (as defined in the 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 10, Debt,and Note 22, Subsequent Events, for additional information on the Amended ABL Facility Credit Amendment.

Liquidity Considerations

We were in compliance with the financial covenants under our ABL Facility as of December 31, 2025. The Company believes it will have adequate cash flows to support its ongoing operations for at least one year following the date that these consolidated financial statements are issued.

See Note 10, Debt, for additional information on the ABL Facility and the repayment of the existing 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 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 10, Debt, to our consolidated financial statements included elsewhere in this Report for additional information on the Term Loan.‌

Lease Obligations

As of December 31, 2025, we have $14.5 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 11, Leases, to our consolidated financial statements included elsewhere in this Report for discussion of our leases and Note 13, Commitments and Contingencies, to our consolidated financial statements included elsewhere in this Report for discussion of our contractual commitments that are primarily due within the next year.‌

Cash Flows

For the years ended December 31, 2025 and 2024, our net cash flows were as follows:

As of December 31, 2025, we had cash and cash equivalents totaling $39.0 million.

Net cash provided by operating activities was $21.8 million and $2.6 million for the years ended December 31, 2025 and 2024, respectively. The increase in cash provided by operating activities during the year ended December 31, 2024, compared to the prior year, was primarily due to a decrease in net loss of $68.8 million, a decrease of $9.8 million of cash used related to accrued expenses, and an increase in cash provided by other assets of $8.5 million, partially offset by a decrease in depreciation and amortization expense of $22.8 million, a decrease in goodwill impairment of $20.0 million, a decrease in equity-based compensation of $11.5 million, an increase in cash used in deferred revenue of $7.3 million, and a decrease in the amortization of content assets of $6.8 million.

Net cash (used in) provided by investing activities was $(4.4) million and $1.1 million for the years ended December 31, 2025 and 2024, respectively. The increase in net cash used in investing activities was due to proceeds received from the sale of the Van Nuys facility of $5.6 million in the prior year.

Net cash provided by (used in) financing activities was $1.0 million and $(15.9) million for the years ended December 31, 2025 and 2024, respectively. The increase in net cash provided by financing activities was primarily due to the $25.0 million borrowing on the ABL Facility in the current year and $0.5 million of proceeds from the exercise of stock options, partially offset by the $22.6 million repayment of the Term Loan in the current year and $1.8 million of payments for debt issuance costs in the current 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 also 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.

Critical Accounting Estimates

Our consolidated financial statements included elsewhere in this Annual Report have been prepared in accordance with GAAP. The preparation of consolidated financial statements requires us to make judgments, estimates and assumptions that affect the amounts reported in our consolidated financial statements and related notes. We evaluate our estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results in these areas could differ from management's estimates. Note 1, Description of Business and Summary of Significant Accounting Policies, to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. Following are the Company's accounting policies impacted by judgments, assumptions and estimates.

Inventory

Inventory consists of raw materials, work in process, and finished goods, is accounted for by using the first-in, first-out method, and is valued at the lower of cost or net realizable value. To estimate any necessary adjustments against the carrying value of inventory, various assumptions are made in regard to excess or slow-moving inventories including future demand for our products, anticipated margin, planned product discontinuances, and the physical condition (e.g. age and quality) of the inventory. If future demand and market conditions are less favorable than our assumptions, additional inventory adjustments may be required.

Total adjustments to the carrying value of excess inventory and inventory on hand to net realizable value were $1.5 million and $4.2 million during the years ended December 31, 2025 and 2024, respectively. The Company recorded $1.5 million and $1.7 million of these adjustments in nutrition and other cost of revenue for the years ended December 31, 2025 and 2024, respectively. The Company also recorded adjustments in connected fitness cost of revenue of zero and $2.5 million during the years ended December 31, 2025 and 2024, respectively. Actual future

write-offs of inventory may differ from estimates and calculations used to determine inventory adjustments due to changes in customer demand or other market conditions.

In the three months ended September 30, 2024, management determined that it would no longer sell connected fitness inventory in early 2025. Based on this decision, the Company recorded $1.2 million in adjustments in the year ended December 31, 2024 to reduce connected fitness inventory to net realizable value. In addition, the Company recorded $0.2 million in adjustments in the year ended December 31, 2024 to reduce nutrition and other inventory impacted by the Pivot.

Goodwill and Intangible Assets Impairment

Goodwill and intangible assets deemed to have an indefinite life are not amortized, but instead are assessed for impairment annually and between annual tests if an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit ("RU") below its carrying value or indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. We test goodwill for impairment at a level within the Company referred to as the RU. We carry our definite-lived intangible assets at cost less accumulated amortization. If an event or change in circumstances occurs that indicates the carrying value may not be recoverable, we would evaluate our definite-lived intangible assets for impairment at that time. We evaluate the recoverability of goodwill and indefinite-lived intangible assets as of December 31 of each fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value of an asset might be impaired. Potential impairment indicators include a significant decline in revenues, earnings, or cash flows, material adverse changes in the business climate, and a significant decline in the market capitalization due to a sustained decrease in our stock price. We are permitted to first assess qualitative factors to determine whether the quantitative impairment test is necessary. If the qualitative impairment analysis (Step 0) results in a determination that the fair value of an RU or an indefinite lived intangible asset is more likely than not less than its carrying amount, we perform a quantitative impairment analysis (Step 1). We may bypass the qualitative assessment and proceed directly to the quantitative assessment.

2025 Goodwill Impairment Test

In testing for goodwill impairment as of December 31, 2025, the Company performed a qualitative goodwill impairment assessment (Step 0) for its RU which indicated that the fair value of its RU exceeded its carrying value, and determined that the goodwill of $65.2 million as of December 31, 2025 was not impaired. The impairment analysis included an assessment of certain qualitative factors including, but not limited to, the results of prior fair value calculations, the movement of the Company's share price and market capitalization, the Company's overall financial performance, and macroeconomic and industry conditions. The Company considered the qualitative factors and weighed the evidence obtained and determined that it was not more likely than not that the fair value of its RU assets was less than its carrying amount. Although the Company believes the factors considered in the impairment analysis are reasonable, significant changes in any one of the assumptions used could have produced a different result.

Management will continue to monitor its RU and long-lived asset group for changes in the business environment that could impact its fair value. 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. Changes in management's expectations of future performance could have a significant impact on the Company's RU fair value. It should be noted that revenue and expectations of revenue have a significant impact on the RU's fair value. For the year ended December 31, 2025 the Company's revenue decreased by 40% from the prior year. Continual decreases in revenue could have an impact on the future fair value of the Company's RU. The fair value of our RU has been impacted by and will continue to be impacted by the volatility in the market price of our common stock. The Company's stock price increased by 68% in the year ended December 31, 2025 and declined by 26% in the year ended December 31, 2024. Decreases in the Company's stock price may result in a decrease in the fair value of the Company's RU and potential for incremental goodwill impairment. Changes in any of the assumptions used in the valuation of the RU, or changes in the business environment could materially impact the expected cash flows, and such impacts could potentially result in a material non-cash impairment charge.