Equity-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Note 12. Equity-Based Compensation

Equity Compensation Plans

A summary of the option activity under the Company’s equity compensation plans is as follows:


	Time-Vesting Options Outstanding
	Number of Options			Weighted-Average Exercise Price (per option)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024		1,008,017		$	18.64		6.60	$	—
Exercised		(7,233	)		6.43
Forfeited		(79,426	)		14.32
Expired		(60,858	)		15.76
Outstanding at June 30, 2025		860,500		$	20.04		6.63	$	—
Exercisable at June 30, 2025		553,275		$	23.14		6.02	$	—

A summary of restricted stock unit ("RSU") activity is as follows:


	RSUs Outstanding
	Number of RSUs			Weighted-Average Fair Value (per RSU)
Outstanding at December 31, 2024		326,226		$	17.42
Granted		414,560			6.30
Vested		(123,613	)		15.40
Forfeited		(62,407	)		7.59
Outstanding at June 30, 2025		554,766		$	9.78

The fair value of RSUs vested during the three and six months ended June 30, 2025 was $0.8 million and $1.9 million, respectively. $0.9 million and $2.7 million was the fair value of RSUs vested during the three and six months ended June 30, 2024, respectively.

On January 1, 2025, the number of shares available for issuance under the 2021 Incentive Award Plan (the “2021 Plan”) increased by 347,391 pursuant to the terms of the 2021 Plan. As of June 30, 2025, 1,071,664 shares of Class A common stock were available for issuance under the 2021 Plan.

Vested RSUs included shares of common stock that the Company withheld on behalf of certain employees to satisfy the minimum statutory tax withholding requirements, as defined by the Company. The Company withheld shares of common stock with an aggregate fair value and remitted taxes of $0.2 million during the six months ended June 30, 2025, which were classified as financing cash outflows in the unaudited condensed consolidated statements of cash flows. The Company canceled and returned these shares to the 2021 Plan, which are available under the plan terms for future issuance.

Employee Stock Purchase Plan

In May 2022, the Company established an ESPP, the terms of which allow for qualified employees to participate in the purchase of designated shares of the Company’s common stock at a price equal to 85% of the lower of the closing price at the beginning or ending of each six-month purchase period.

On January 1, 2025, the number of shares available for issuance under the ESPP increased by 69,478 pursuant to the terms of the ESPP. As of June 30, 2025, 211,274 shares of Class A common stock were available for issuance under the ESPP.

During the six months ended June 30, 2025, 19,877 shares of the Company’s common stock were issued pursuant to the ESPP at an average price of $3.91 per share.

Stock-based compensation expense associated with the Company’s ESPP is based on fair value estimated on the date of grant using the Black-Scholes option pricing valuation model and the following weighted-average assumptions for grants during the six months ended June 30, 2025 and 2024:


	Six months ended June 30,
	2025			2024
Risk-free rate		4.2	%		5.2	%
Dividend yield rate		—			—
Volatility		68.7	%		107.5	%
Expected term (in years)		0.50			0.50
Weighted-average grant date fair value	$	1.15		$	2.44

Equity-Based Compensation Expense

Equity-based compensation expense for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024

Cost of revenue	$	195	$	355	$	396	$	731
Selling and marketing		235		1,891		505		3,393
Enterprise technology and development		114		244		275		484
General and administrative		1,471		2,249		2,565		4,496
Total equity-based compensation	$	2,015	$	4,739	$	3,741	$	9,104

In connection with the restructuring activities that took place during the three and six months ended June 30, 2025 and 2024, the Company modified certain stock awards of terminated employees (two employees in the three month period ended June 30, 2025, approximately 10 employees in the three month period ended March 31, 2025 and approximately 40 employees in the three month period ended March 31, 2024). See Note 13, Restructuring, for additional information on the restructuring activities. The modifications in the three and six month ended June 30, 2025 and 2024 included accelerating the vesting of any options that would have vested within three to six months of the employee's termination date (12 months for former executives of the Company), and all vested options will be available for exercise for a total of six months after the employee's termination date (that is, three months in addition to the standard three months per original agreement). As a result of these modifications, the Company recognized approximately zero and $0.9 million reduction to equity-based compensation expense in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025, respectively, and approximately zero and $0.5 million for the three and six months ended June 30, 2024, respectively.

Beachbody Company, Inc. 10-Q