Form 8-K Beachbody Company, Inc. For: Aug 03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

The Beachbody Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreement Amendment

On August 3, 2026, The Beachbody Company, Inc. (the “Company”) entered into an Amendment No. 2 to Credit Agreement (the “Amended Credit Agreement”) among the Company, as the Administrative Borrower (as defined therein), the other Borrowers (as defined therein) party thereto, the lenders party thereto, and Tiger Finance, LLC, as administrative agent and collateral agent. The Amended Credit Agreement amends the Company’s prior Credit Agreement dated as of May 13, 2025 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of January 7, 2026, the “Prior Credit Agreement”).

Pursuant to the terms of the Amended Credit Agreement, the financial covenants in the Prior Credit Agreement have been amended such that (i) the minimum cash threshold for the Covenant Testing Period (as defined in the Amended Credit Agreement) has decreased from the Total Outstandings (as defined in the Prior Credit Agreement) plus $4,600,000 (approximately $29,600,000 at June 30, 2026) to $22,500,000, (ii) the billings fixed charge coverage ratio covenant has been eliminated, (iii) the minimum liquidity level has been increased from $15,000,000 to $18,000,000, which will decrease at a monthly amount of approximately $162,000, beginning March 1, 2027, to $16,000,000, (iv) the minimum digital subscriptions covenant level has been reduced from 700,000 to 650,000 through and including December 31, 2026 and 550,000 thereafter, and such minimum digital subscriptions covenant shall only be tested if the Cash Threshold (as defined in the Amended Credit Agreement) is less than $22,500,000 and (v) the Three Month Total Billings Target (as defined in the Amended Credit Agreement) has been increased from 90% to 92.5% of Forecasted Total Billings (as defined in the Amended Credit Agreement) and the Three Month Total Billings Target (as defined in the Amended Credit Agreement) shall only be tested if the Cash Threshold (as defined in the Amended Credit Agreement) is less than $22,500,000. In addition, the step-down to the interest rate of SOFR Rate plus 7.75% has been removed so that the interest rate is SOFR Rate plus 9.00%, which shall apply until the maturity of the credit facility. The foregoing summary of the Amended Credit Agreement is qualified in its entirety by reference to the full text of the Amended Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 6, 2026, the Company issued a press release announcing the entry into the Amended Credit Agreement as described above in Item 1.01 of this Current Report on Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated in this Item 7.01, including the press release furnished herewith as Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.