Beachbody (NASDAQ: BODI) resale prospectus registers 543,590 shares

Rhea-AI Filing Summary

The Beachbody Company, Inc. filed a prospectus supplement registering 543,590 shares of Class A Common Stock for resale by selling shareholders as the shares may be acquired upon exercise of outstanding warrants.

The supplement incorporates a Form 8-K and reports a closing share price of $10.88 on June 3, 2026. The resale relates to securities described as the "Common Warrants" and updates the prospectus dated June 13, 2024.

Insights

Capital Markets Expert

Registers resale of warrant‑issued shares; resale supply disclosed for market transparency.

The filing registers 543,590 shares of Class A Common Stock as issuable upon exercise of outstanding Common Warrants. This is a secondary/resale registration tied to warrant exercise rather than a primary cash raise.

Cash‑flow treatment and timing depend on whether and when warrants are exercised; the document specifies the shares are for resale by selling shareholders. Closing price cited was $10.88 on June 3, 2026.

Corporate Governance Analyst

Annual meeting results confirm board slate and auditor ratification.

The excerpt reports votes from the June 2, 2026 annual meeting: nine directors were elected and Deloitte & Touche LLP was ratified as auditor. Vote totals include significant "For" counts and recorded broker non‑votes.

Advisory approval of executive compensation passed with recorded vote totals; these outcomes are routine governance confirmations documented in the Form 8‑K.

Key Figures

Registered shares: 543,590 shares Closing share price: $10.88 Broker non‑votes: 1,733,501 +2 more

5 metrics

Registered shares 543,590 shares Shares registered for resale, issuable upon exercise of Common Warrants

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

Broker non‑votes 1,733,501 Broker non‑votes recorded for director elections at the <date>June 2, 2026</date> annual meeting

Ratification votes for auditor (For) 29,864,368 Votes "For" ratifying Deloitte &amp; Touche LLP as auditor

Advisory 'Say‑on‑Pay' votes (For) 28,085,836 Votes "For" the advisory approval of executive compensation

Key Terms

Common Warrants, Selling Shareholders, Broker non‑votes, Prospectus supplement

4 terms

Common Warrants financial

"shares issuable upon the exercise of outstanding warrants, which we refer to as the "Common Warrants""

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Selling Shareholders regulatory

"resale from time to time, by the selling shareholders identified in the Prospectus under the caption "Selling Shareholders,""

Shareholders who are offering some or all of their shares for sale in a market transaction or as part of an offering; they can be founders, early investors, employees, or other holders deciding to convert ownership into cash. Investors care because selling shareholders can change the ownership mix, increase the number of shares available to trade, and signal insiders’ confidence or need for liquidity—like a large owner putting a big parcel on the market, which can affect price and voting control.

Broker non‑votes regulatory

"the number of abstentions and the number of broker non‑votes with respect to each matter, as applicable"

Prospectus supplement regulatory

"This prospectus supplement is being filed to update and supplement the information contained in the prospectus"

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.

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

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

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Accepted by SEC EDGAR 06/04/2026 - 04:22 PM Learn about SEC filing dates

FAQ

What does Beachbody's (BODI) prospectus supplement register?

It registers 543,590 shares of Class A Common Stock for resale by selling shareholders. These shares are issuable upon exercise of the company’s outstanding Common Warrants, per the prospectus supplement and attached Form 8‑K.

Are the registered shares primary issuance or resale for BODI?

The filing is a resale registration: the shares are being registered for selling shareholders who may acquire them upon exercise of outstanding warrants, not for a primary cash offering by the company.

What was Beachbody's closing share price cited in the supplement?

The prospectus supplement cites a closing sale price of $10.88 per share for Class A Common Stock on June 3, 2026, as reported in the disclosure attached to the prospectus supplement.

Did Beachbody report corporate governance votes in this filing?

Yes. The Form 8‑K shows the June 2, 2026 annual meeting results: nine directors were elected and Deloitte & Touche LLP was ratified as auditor, with vote totals and broker non‑votes recorded.

Will the company receive proceeds from these registered resale shares?

The prospectus supplement registers resale of shares acquisable upon warrant exercise by selling shareholders; the filing does not state primary proceeds to the company and attributes the shares to selling shareholders.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-276681

PROSPECTUS SUPPLEMENT NO. 22

(to prospectus dated May 22, 2024)

THE BEACHBODY COMPANY, INC.

543,590 SHARES OF Class A Common Stock

Issuable upon Exercise of Outstanding Warrants

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 13, 2024 (the “Prospectus”), related to the resale from time to time, by the selling shareholders identified in the Prospectus under the caption “Selling Shareholders,” of up to 543,590 shares of our Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), of The Beachbody Company, Inc., a Delaware corporation (“we,” “us,” “our” and similar terms), they may acquire upon the exercise of outstanding warrants, which we refer to as the “Common 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