Beachbody (BODI) registers 4.87M shares and 5.33M warrants in supplement

Rhea-AI Filing Summary

The Beachbody Company, Inc. is registering 4,866,405 shares of Class A Common Stock, 5,333,333 private placement warrants (every 50 warrants exercisable for one share at an exercise price of $575.00 per share) and 306,667 shares of Class A Common Stock underlying warrants as described in a June 4, 2026 prospectus supplement. The supplement updates the May 22, 2024 prospectus and attaches related Form 8-K information. The company notes a closing sale price of $10.88 per share for Class A Common Stock on June 3, 2026.

Insights

Capital Markets Counsel

Registration lists resale shares, warrants and shares issuable on warrant exercise.

The filing registers 4,866,405 shares of Class A Common Stock and 5,333,333 private placement warrants, plus 306,667 shares underlying warrants, updating the May 22, 2024 prospectus. The private placement warrants convert at a ratio of 50:1 with an exercise price of $575.00 per share.

Cash-flow treatment: the prospectus describes resale by selling stockholders and the issuance of shares upon warrant exercise; exercises would generate proceeds at the stated exercise price. Timing and methods of resale or exercise are governed by the prospectus terms and the attached Form 8-K.

Key Figures

Registered common shares: 4,866,405 shares Private placement warrants: 5,333,333 warrants Shares underlying warrants: 306,667 shares +2 more

5 metrics

Registered common shares 4,866,405 shares registered in prospectus supplement dated <date>June 4, 2026</date>

Private placement warrants 5,333,333 warrants every 50 warrants exercisable for one share

Shares underlying warrants 306,667 shares issuable upon exercise of public and private warrants

Warrant exercise price $575.00 exercise price per share for private placement warrants

Closing sale price $10.88 closing sale price per Class A share on <date>June 3, 2026</date>

Key Terms

private placement warrants, public warrants, selling stockholders, prospectus supplement

4 terms

private placement warrants financial

"5,333,333 warrants to purchase Class A Common Stock every 50 warrants exercisable for one share"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

public warrants financial

"issuance by us of up to 306,667 shares of Class A Common Stock upon the exercise of outstanding public warrants"

Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.

selling stockholders regulatory

"offer and sale, from time to time, by the selling stockholders identified in the Prospectus"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

prospectus supplement regulatory

"This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 22, 2024"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 04:20 PM Learn about SEC filing dates

FAQ

What securities is BODI registering in this prospectus supplement?

The supplement registers 4,866,405 shares of Class A Common Stock, 5,333,333 private placement warrants and 306,667 shares underlying warrants. These items are stated in the prospectus supplement dated June 4, 2026 and update the May 22, 2024 prospectus.

How do the private placement warrants convert and at what price for BODI?

Each private placement warrant is exercisable at a ratio of 50 warrants per one share of Class A Common Stock at an exercise price of $575.00 per share, as disclosed in the prospectus supplement and attached Form 8-K.

Who is offering the registered shares listed in the supplement?

The registered 4,866,405 shares are offered for resale by the selling stockholders identified in the prospectus, or their permitted transferees, as stated in the prospectus supplement filed on June 4, 2026 and in the referenced Form 8-K.

Will Beachbody receive proceeds from the resale and warrant exercises?

Resales by selling stockholders are listed as secondary offerings; proceeds from exercises of warrants issued would be received by the company at the stated exercise price of $575.00 per share. The prospectus supplement and Form 8-K provide the treatment.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-258149

PROSPECTUS SUPPLEMENT NO. 22

(to prospectus dated May 22, 2024)

THE BEACHBODY COMPANY, INC.

4,866,405 SHARES OF COMMON STOCK

5,333,333 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

306,667 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 22, 2024 (the “Prospectus”), related to (i) the offer and sale, from time to time, by the selling stockholders identified in the Prospectus, or their permitted transferees, of (a) an aggregate of 4,866,405 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of The Beachbody Company, Inc., a Delaware corporation (“we,” “us,” “our” and similar terms), and (b) 5,333,333 warrants to purchase Class A Common Stock, every 50 warrants exercisable for one share of Class A Common Stock at an exercise price of $575.00 per share (the “private placement warrants”) and (ii) the issuance by us of up to 306,667 shares of Class A Common Stock upon the exercise of outstanding public warrants (the “public warrants”) and private placement warrants (collectively, the “warrants”), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on June 4, 2026 (the “Information”). Accordingly, we have attached the Information to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our shares of Class A Common Stock are listed on The Nasdaq Stock Market LLC under the symbol “BODI.” On June 3, 2026, the closing sale price per share of our Class A Common Stock was $10.88.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 11 of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 4, 2026.

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

Date of Report (Date of earliest event reported): June 02, 2026

The Beachbody Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39735	85-3222090
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
400 Continental Blvd Floor 6
El Segundo, California				90245
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 883-9000

N/A

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		BODI		The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2026, The Beachbody Company, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The following is a brief description of each matter voted upon at the 2026 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

1.Election of nine nominees to serve on the Board of Directors for a one-year term to expire at the Company’s 2027 annual meeting of stockholders. The following nine directors were elected by the votes indicated.

	For			Withheld			Broker Non-Votes
Mary Conlin		28,066,911			143,364			1,733,501
Carl Daikeler		27,960,815			249,460			1,733,501
Kristin Frank		27,961,166			249,109			1,733,501
Mark Goldston		28,096,677			113,598			1,733,501
Michael Heller		27,854,415			355,860			1,733,501
Ann Lundy		28,096,415			113,860			1,733,501
Kevin Mayer		28,067,554			142,721			1,733,501
John Salter		27,961,474			248,801			1,733,501
Ben Van de Bunt		27,961,133			249,142			1,733,501

2.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The selection was ratified by the votes indicated.

For		Against		Abstain		Broker Non-Votes
29,864,368		7,527		71,881		—

3.The advisory approval of the Company’s executive compensation. The advisory approval was obtained by the votes indicated.

For		Against		Abstain		Broker Non-Votes
28,085,836		8,534		115,905		1,733,501

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.

			The Beachbody Company, Inc.
Date:	June 4, 2026	By:	/s/ Jonathan Gelfand
			Jonathan Gelfand Executive Vice President, Business & Legal Affairs, Corporate Secretary