Beachbody (NYSE: BODI) to transfer Class A common stock listing to Nasdaq

Rhea-AI Filing Summary

The Beachbody Company, Inc. is moving the stock listing of its Class A common stock from the New York Stock Exchange to the Nasdaq Capital Market. The company notified the NYSE after receiving approval from Nasdaq.

Trading on the NYSE is expected to end at the close on September 2, 2025, and the shares are expected to begin trading on Nasdaq on September 3, 2025. The stock will continue to trade under the ticker symbol “BODI”. The company announced this listing transfer in a press release attached as an exhibit.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Beachbody Company, Inc. false 0001826889 0001826889 2025-08-20 2025-08-20

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): August 20, 2025

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 Suite 400
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 New York Stock Exchange

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 20, 2025, The Beachbody Company, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, provided notice to the New York Stock Exchange (the “NYSE”) that it intends to voluntarily withdraw the listing of its Class A common stock, par value $0.0001 per share (the “common stock”) from the NYSE and transfer the listing of its common stock to the Nasdaq Capital Market (the “Nasdaq”). The Nasdaq has approved such listing. The Company expects the listing and trading of its common stock on the NYSE to cease at the close of trading on September 2, 2025. The Company expects the common stock to begin trading on the Nasdaq on September 3, 2025. The common stock will continue to trade under the symbol “BODI”.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on August 20, 2025 announcing the transfer of the listing of its common stock from the NYSE to Nasdaq. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated August 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

						The Beachbody Company, Inc.
Date: August 20, 2025				By:		/s/ Jonathan Gelfand
						Jonathan Gelfand Executive Vice President, Business & Legal Affairs, Corporate Secretary

FAQ

What change did The Beachbody Company (BODI) announce in this 8-K?

The Beachbody Company announced it will transfer the listing of its Class A common stock from the New York Stock Exchange to the Nasdaq Capital Market. The move follows Board authorization and Nasdaq’s approval of the new listing.

When will BODI stop trading on the New York Stock Exchange?

BODI is expected to stop trading on the New York Stock Exchange at the close of trading on September 2, 2025. After that date, its Class A common stock will no longer be listed on the NYSE.

When will Beachbody’s BODI shares begin trading on Nasdaq?

The company expects its Class A common stock to begin trading on the Nasdaq Capital Market on September 3, 2025. This transfer follows the voluntary withdrawal of its NYSE listing after the last NYSE trading day.

Will The Beachbody Company’s ticker symbol change after moving to Nasdaq?

The ticker symbol will remain BODI after the move to Nasdaq. Only the exchange changes, from the New York Stock Exchange to the Nasdaq Capital Market, while the trading symbol for the Class A common stock stays the same.

Did Nasdaq approve the listing of The Beachbody Company’s stock?

Yes, Nasdaq approved the listing of The Beachbody Company’s Class A common stock on the Nasdaq Capital Market. The company provided notice to the NYSE and scheduled the transfer following this approval.

How did The Beachbody Company announce its NYSE to Nasdaq transfer?

The company issued a press release on August 20, 2025 announcing the transfer of its Class A common stock listing from the NYSE to Nasdaq. This press release is furnished as Exhibit 99.1 to the current report.