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Beachbody Company, Inc.

For the period ended Sep 30, 2026. Filed Nov 10, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 10, 2026

BODI$4.510.0%Stored close · as of Nov 10, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001193125-26-342561

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-10.

0001193125-26-455638

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 186 previous paragraphs and 194 current paragraphs.

107 unchanged; 61 reworded; 21 added; 14 removed; 4 previous and 5 current paragraphs rearranged.

Tables are not compared: 24 previous and 24 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (21)

Current report

Operating expenses were $30.7 million, compared to $39.7 million;

Current report

For the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:

Current report

Operating expenses were $100.6 million, compared to $145.1 million;

Current report

Adjusted EBITDA was $21.0 million, compared to $17.9 million.

Current report

See Note 9, Debt, for additional information on the ABL Facility First Amendment and the repayment of the Term Loan.

Current report

Effective as of August 15, 2026, the Company's Executive Chairman of the Board of Directors (the "Chairman"), was granted a stock option under the Company’s 2021 Incentive Award Plan (the "2021 Plan") covering an aggregate of 200,000 shares of the Company’s Class A common stock (the “Option”). Of this amount, 100,000 shares subject to the Option vested in full as of the grant date (August 15, 2026) (the “Time-Vesting Options”) and 100,000 shares will vest based on the attainment of applicable performance goals and continued service (the “Performance-Vesting Options”). See Note 12, Equity-Based Compensation, for additional information on the 2021 Plan and the Options granted to the Chairman.

Current report

On October 6, 2026, the Company executed a restructuring (the "Nutrition Restructuring") primarily related to the Company's shift in focus from digital to nutrition which will reduce the Company's headcount by approximately 80 employees (approximately 31% of the Company's workforce on that date) in the fourth quarter of 2026. The actions associated with the Nutrition Restructuring are expected to result in approximately $3.0 million in costs and payments consisting primarily of termination benefits during the fourth quarter of 2026.

Current report

The decrease in connected fitness cost of revenue for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was due to management's decision to cease the sale of bike inventory in the first quarter of 2025.

Current report

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.

Current report

In evaluating for goodwill impairment as of September 30, 2026, the Company performed a qualitative goodwill impairment assessment (Step 0) for its RU which indicated that it is not more likely than not that the fair value of its RU is less than its carrying amount including goodwill, and determined that the goodwill of $65.2 million as of September 30, 2026 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.

Current report

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 and measures of profitability such as net income and adjusted EBITDA have a significant impact on the RU's fair value. For the nine months ended September 30, 2026 the Company's revenue decreased by 24% from the prior year. Despite the decrease in revenue as compared to the prior year, the Company's profitability measures have improved for the nine months ended September 30, 2026 as compared to the prior year. Net income was $7.0 million for the nine months ended September 30, 2026 as compared to a net loss of $8.1 million in the prior year and the Company's adjusted EBITDA for the nine months ended September 30, 2026 increased 17% as compared to the prior year to $21.0 million. Continual decreases in revenue or decreases in net income or adjusted EBITDA could have an impact on the future fair value of the Company's RU.

Current report

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 has been volatile in the nine months ended September 30, 2026, with a range in market close price during that period from $4.56 to $16.05 with the lower points in the range in the second half of the quarter ended September 30, 2026. The Company’s average stock price for the six months ended June 30, 2026 and the nine months ended September 30, 2026 was $10.73 and $9.72, respectively, as compared to the Company's stock price at September 30, 2026 of $4.71. Continual decreases in the Company's stock price or the Company’s stock price remaining at or near the September 30, 2026 levels as compared to the average for the six months ended June 30, 2026 and for the nine months ended September 30, 2026, 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.
Removed paragraphs (14)

Previous report

Operating expenses were $34.1 million, compared to $50.2 million;

Previous report

Adjusted EBITDA was $6.7 million, compared to $4.6 million.

Previous report

For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025:

Previous report

Operating expenses were $70.0 million, compared to $105.4 million;

Previous report

Adjusted EBITDA was $14.6 million, compared to $8.3 million.

Previous report

See Note 9, Debt, and Note 16, Subsequent Events, for additional information on the Second Amended ABL Facility Credit Amendment.

Previous report

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.

Previous report

See Note 9, Debt, for additional information on the First Amended ABL Facility Credit Amendment.

Previous report

See Note 9, Debt, and Note 16, Subsequent Events, for additional information on the Second Amended ABL Facility Credit Amendment.
Reworded paragraphs (61)

Previous wording

disruptions related to the Pivot (as defined below), any further restructurings and our ability to implement the proposed restructuring of our core business model;

Current wording

disruptions related to the Pivot (as defined below), the Nutrition Restructuring (as defined below) any further restructurings and our ability to implement the proposed restructuring of our core business model;

Previous wording

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.

Current wording

Our revenue is generated primarily through a multi-channel network which includes our direct response advertising, affiliates, social media marketing channels, e-commerce marketplaces such as Amazon, and retail. 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.

Previous wording

Nutrition and other revenue was $39.2 million, a 26% decrease;

Current wording

Nutrition and other revenue was $17.4 million, a 26% decrease;

Previous wording

Gross margin was 72.0%, a decrease of 30 basis points ("bps");

Current wording

Gross margin was 70.7%, a decrease of 390 basis points ("bps");

Previous wording

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;

Current wording

Operating income was $1.3 million, the Company's fifth consecutive quarter of operating income, compared to $5.0 million in the prior year period;

Previous wording

Net income was $1.4 million, the Company's fourth consecutive quarter of net income, compared to a net loss of $5.9 million;

Current wording

Net income was $3.3 million, the Company's fifth consecutive quarter of net income, compared to a net income of $3.6 million;

Previous wording

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

Current wording

Adjusted net income was $0.6 million, the Company's fifth consecutive quarter of adjusted net income, compared to $4.3 million in the prior year period; and

Previous wording

Operating income was $4.8 million, compared to an operating loss of $7.6 million in the prior year period;

Current wording

Operating income was $6.1 million, compared to an operating loss of $2.7 million in the prior year period;

Previous wording

Net income was $3.7 million, compared to a net loss of $11.6 million;

Current wording

Net income was $7.0 million, compared to a net loss of $8.1 million;

Previous wording

Adjusted net income was $3.4 million, compared to a loss of $7.9 million in the prior year period; and

Current wording

Adjusted net income was $4.0 million, compared to a loss of $3.6 million in the prior year period; and

Previous wording

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.

Current wording

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 "ABL Facility First Amendment"), which amended the Company’s existing Credit Agreement. The ABL Facility First Amendment 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 ABL Facility First Amendment) 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 ABL Facility First Amendment) 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.

Previous wording

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.

Current wording

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 "ABL Facility Second Amendment"), which amended the Company’s existing Credit Agreement which had been previously amended by the ABL Facility First Amendment on January 7, 2026. The ABL Facility Second Amendment 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.

Previous wording

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.

Current wording

The nine months ended September 30, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025.

Previous wording

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.

Current wording

Includes benefits due to the modification of stock awards of approximately zero and $0.9 million for the three and nine months ended September 30, 2025, respectively.

Previous wording

Includes post-Pivot Restructuring expenses, primarily termination benefits, of $2.5 million for the three and six months ended June 30, 2025.

Current wording

Includes post-Pivot Restructuring expenses, primarily termination benefits, of approximately zero and $2.5 million for the three and nine months ended September 30, 2025.

Previous wording

(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.

Current wording

(1) The nine months ended September 30, 2025 represents the loss related to the $17.3 million debt extinguishment that the Company made on May 13, 2025.

Previous wording

(2) Includes post-Pivot Restructuring expenses, primarily termination benefits, of $2.5 million for the three and six months ended June 30, 2025.

Current wording

(2) Includes post-Pivot Restructuring expenses, primarily termination benefits, of approximately zero and $2.5 million for the three and nine months ended September 30, 2025.

Previous wording

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.

Current wording

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 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 September 30, 2026 had an initial average life of approximately 13 months.

Previous wording

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.

Current wording

The decrease in digital revenue for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily attributable to an $8.5 million decrease in revenue from our digital streaming services due to 22% fewer average subscriptions in the current quarter as compared to the prior year as the result of lower demand.

Previous wording

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.

Current wording

The decrease in nutrition and other revenue for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily attributable to a $3.3 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 10% fewer average nutritional subscriptions in the current quarter as compared to the prior year as the result of lower demand, a $1.5 million decrease in revenue from accessories due to promotional offerings in the prior year period, and a $0.6 million decrease in shipping revenue due to the decrease in nutritional products sold.

Previous wording

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.

Current wording

The decrease in digital revenue for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily attributable to a $26.4 million decrease in revenue from our digital streaming services due to 21% fewer average subscriptions in the current year as compared to the prior year as the result of lower demand.

Previous wording

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.

Current wording

The decrease in nutrition and other revenue for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily attributable to a $16.7 million decrease in revenue from nutritional products due to a 21% decrease in the average order value due to product mix and promotional offerings and 8% fewer average nutritional subscriptions in the current year as compared to the prior year as the result of lower demand, a $1.4 million decrease in shipping revenue due to the decrease in nutritional products sold, and a $1.0 million decrease in revenue from accessories due to promotional offerings in the prior year period, partially offset by a $0.5 million increase in Amazon sales primarily due to the increased focus on this sales channel.

Previous wording

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.

Current wording

The decrease in connected fitness revenue for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was due to management's decision to cease the sale of bike inventory in the first quarter of 2025.

Previous wording

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.

Current wording

The decrease in digital cost of revenue for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily due to a $0.8 million decrease in digital content amortization as the result of lower production spend. The decrease in digital gross margin for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily as a result of certain fixed expenses which did not decrease as quickly as the decline in digital revenue.

Previous wording

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.

Current wording

The decrease in nutrition and other cost of revenue for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily due to a $0.7 million decrease in product costs due to a decrease in volume of products sold, a $0.4 million decrease in inventory adjustments, and a $0.2 million decrease in logistics expenses related to the decrease in nutrition and other revenue. The decrease in nutrition and other gross margin for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to a higher level of promotional offerings in the current period.

Previous wording

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.

Current wording

The decrease in digital cost of revenue for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily due to a $3.2 million decrease in digital content amortization as a result of lower production spend. The digital gross margin for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was effectively unchanged.

Previous wording

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.

Current wording

The decrease in nutrition and other cost of revenue for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily due to a $2.8 million decrease in product costs due to a decrease in the volume of products sold, a $2.0 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 $0.2 million increase in depreciation expense. Nutrition and other gross margin decreased for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily as a result of a higher level of promotional offerings in the current year.

Previous wording

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.

Current wording

Selling and marketing expenses primarily include the cost of advertising, third-party sales commissions, Partner compensation, affiliate expenses, 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.

Previous wording

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.

Current wording

The decrease in selling and marketing expense for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily due to a $4.4 million decrease in Partner compensation (from $4.7 million for the three months ended September 30, 2025 to $0.3 million for the three months ended September 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 $2.4 million decrease in media expense due to continued cost containment, and a $0.4 million decrease in royalty expense due to a decrease in royalty bearing sales.

Previous wording

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.

Current wording

Selling and marketing expense as a percentage of total revenue decreased by 630 bps primarily due to the Pivot and transition from the MLM model to an affiliate model which significantly reduced Partner compensation.

Previous wording

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.

Current wording

The decrease in selling and marketing expense for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily due to a $22.7 million decrease in Partner compensation (from $24.2 million for the nine months ended September 30, 2025 to $1.4 million for the nine months ended September 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), a $3.8 million decrease in media expense due to continued cost containment, and a $1.2 million decrease in royalty expense due to a decrease in royalty bearing sales.

Previous wording

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.

Current wording

Selling and marketing expense as a percentage of total revenue decreased by 770 bps primarily due to the Pivot and transition from the MLM model to an affiliate model which significantly reduced Partner compensation.

Previous wording

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.

Current wording

The decrease in enterprise technology and development expenses for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily due to a $0.2 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of June 30, 2026.

Previous wording

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.

Current wording

Enterprise technology and development expense as a percentage of total revenue increased by 520 bps primarily due to a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses.

Previous wording

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.

Current wording

The decrease in enterprise technology and development expenses for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily due to a $3.1 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 $1.1 million decrease in depreciation expense as a result of certain long-lived assets that were fully depreciated as of December 31, 2025.

Previous wording

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.

Current wording

Enterprise technology and development expense as a percentage of total revenue increased by 270 bps primarily due to a decrease in revenue at a faster pace than the reduction in enterprise technology and development expenses.

Previous wording

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.

Current wording

The decrease in general and administrative expenses for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily due to a $0.9 million decrease in litigation costs due to less pending legal matters 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.

Previous wording

General and administrative expenses as a percentage of total revenue decreased by 80 bps due primarily to the decrease in professional related expenses.

Current wording

General and administrative expenses as a percentage of total revenue increased by 280 bps due primarily to the decrease in revenue at a faster pace than the reduction in general and administrative expenses.

Showing the first 40 of 61 pairs. Open the source sections for the rest.

Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Nutrition and other revenue was $56.5 million, a 26% decrease;

Current report — wording carried from elsewhere

See Note 9, Debt, for additional information on the ABL Facility Second Amendment.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

See Note 9, Debt, for additional information on the ABL Facility First Amendment.

Current report — wording carried from elsewhere

See Note 9, Debt, for additional information on the ABL Facility Second Amendment.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

See Note 9, Debt, for additional information on the ABL Facility and the repayment of the Term Loan.

Previous report — wording carried elsewhere

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%.