Business Context and Reporting Period
This Form 8-K Current Report was filed by The Beachbody Company, Inc. (NYSE: BODI) on February 28, 2025, covering events occurring on February 24, 2025. The filing addresses executive compensation arrangements for Brad Ramberg, the Interim Chief Financial Officer, who has served the company for over 18 years.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change disclosed is the execution of a new Letter Agreement with Brad Ramberg on February 24, 2025. This agreement updates his severance terms to reflect his increased role as Interim CFO. No changes to financial results or operational metrics are reported.
Guidance, Outlook, and Management Commentary
The filing contains no forward-looking guidance, financial outlook, or general management commentary regarding business strategy. The document focuses exclusively on the terms of the executive severance agreement, which includes:
- Severance Pay: 0.5x annual base salary payable over six months (or 1x in a lump sum if termination occurs within 12 months of a change in control).
- Healthcare: Subsidized coverage for 12 months post-termination.
- Equity Vesting: An additional 12 months of vesting for unvested time-based awards (or full acceleration if termination occurs within 12 months of a change in control).
- Conditions: Benefits are contingent upon the execution of a general release of claims.
Investor Verification Checklist
- Verify the full text of the Letter Agreement (Exhibit 10.1) to confirm definitions of "Cause" and "Good Reason."
- Confirm Brad Ramberg's current annual base salary to calculate potential severance liability.
- Review the company's outstanding equity awards held by Mr. Ramberg to assess the potential cost of accelerated vesting.
- Check for any concurrent filings regarding a potential "change in control" that would alter the severance payout structure.