Beachbody (NYSE: BODI) adds S-8 shares for 2021 incentive, ESPP plans

Rhea-AI Filing Summary

The Beachbody Company, Inc. filed a Form S-8 to register 347,391, 69,478 and 132,580 shares of Class A common stock for issuance under its employee equity plans. The filing covers additional shares added on January 1, 2025 to the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan through their “evergreen” provisions, which allow automatic annual share increases. It also registers shares tied to restricted stock units granted under the 2021 Incentive Award Plan that were cancelled or forfeited before vesting and returned to the share pool. The shares are the same class as those previously registered on earlier S-8 filings, which are incorporated by reference.

As filed with the Securities and Exchange Commission on August 15, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE BEACHBODY COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware		83-3222090
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

400 Continental Blvd, Suite 400

El Segundo, California 90245

(Address of Principal Executive Offices) (Zip Code)

The Beachbody Company, Inc. 2021 Incentive Award Plan

The Beachbody Company, Inc. 2021 Employee Stock Purchase Plan

(Full title of the plan)

Carl Daikeler

Chief Executive Officer

The Beachbody Company, Inc.

400 Continental Blvd, Suite 400

El Segundo, CA 90245

(Name and address for agent for service)

(310) 883-9000

(Telephone number, including area code, of agent for service)

Copies to:

Steven B. Stokdyk, Esq.

Brent T. Epstein, Esq.

Latham & Watkins LLP

10250 Constellation Blvd, Suite 1100

Los Angeles, California 90067

(213) 485-1234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission by The Beachbody Company, Inc., a Delaware corporation (the “Registrant”), for the purpose of registering (i) 347,391 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) that were automatically added on January 1, 2025 to the number of shares authorized for issuance under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock authorized for issuance thereunder, (ii) 69,478 shares of Class A Common Stock that were automatically added on January 1, 2025 to the number of shares authorized for issuance under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP” and, together with the 2021 Plan, the “Plans”) pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock authorized for issuance thereunder, and (iii) 132,580 shares of Class A Common Stock that would have been issued upon the vesting of restricted stock unit awards granted under the 2021 Plan, but that were cancelled or forfeited prior to vesting, and as such again became available for issuance under the 2021 Plan pursuant to its terms.

The additional shares of Class A Common Stock registered hereby pursuant to the 2021 Plan, as amended, and the 2021 ESPP, as applicable, are of the same class as other securities relating to the Plans for which Registration Statements on Form S-8 (Nos. 333-259100, 333-272686 and 333-280084) are effective (the “Prior Registration Statements”).

Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS

The following are the exhibits required by Item 601 of Regulation S-K:

Exhibit Number				Incorporated by Reference								Filed or Furnished Herewith
		Description		Form		File No.		Exhibit		Filing Date
4.1		Second Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc.		10-K		001-39735		3.1		Mar. 11, 2024
4.2		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of The Beachbody Company, Inc.		8-K		001-39735		3.1		Nov. 27, 2023
4.3		Second Amended and Restated Bylaws of The Beachbody Company, Inc.		8-K		001-39735		3.1		Dec. 18, 2024
4.4		Specimen Class A Common Stock Certificate of The Beachbody Company, Inc.		8-K		001-39735		4.1		Jul. 1, 2021
5.1		Opinion of Latham & Watkins LLP										X
23.1		Consent of Deloitte & Touche LLP										X
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1)										X
24.1		Power of Attorney. Reference is made to the signature page to the Registration Statement										X
99.1		The Beachbody Company, Inc. 2021 Incentive Award Plan.		8-K		001-39735		10.2		Jul. 9, 2021
99.2		Amendment to The Beachbody Company, Inc. 2021 Incentive Award Plan.		8-K		001-39735		10.1		Jun. 7, 2024
99.3		The Beachbody Company, Inc. 2021 Employee Stock Purchase Plan		8-K		001-39735		10.3		Jul. 9, 2021
107		Filing Fee Table										X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on August 15, 2025.

The Beachbody Company, Inc.
By:		/s/ Carl Daikeler
Name: Carl Daikeler
Title: Chief Executive officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Carl Daikeler and Brad Ramberg, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, as amended (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Carl Daikeler		Chief Executive Officer and Director		August 15, 2025
Carl Daikeler		(Principal Executive Officer)
/s/ Brad Ramberg Brad Ramberg		Interim Chief Financial Officer (Interim Principal Financial Officer and Interim Principal Accounting Officer)		August 15, 2025
/s/ Mark Goldston		Executive Chairman		August 15, 2025
Mark Goldston
/s/ Mary Conlin		Director		August 15, 2025
Mary Conlin
/s/ Kristin Frank		Director		August 15, 2025
Kristin Frank
/s/ Michael Heller		Director		August 15, 2025
Michael Heller
/s/ Ann Lundy		Director		August 15, 2025
Ann Lundy
/s/ Kevin Mayer		Director		August 15, 2025
Kevin Mayer
/s/ John Salter		Director		August 15, 2025
John Salter
/s/ Ben Van de Bunt		Director		August 15, 2025
Ben Van de Bunt

FAQ

What did The Beachbody Company (BODI) register in this Form S-8?

The Beachbody Company, Inc. filed a Form S-8 to register additional shares of its Class A common stock for issuance under the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan. These shares are intended for employee equity compensation and purchase programs.

How many Beachbody (BODI) shares are tied to the 2021 Incentive Award Plan in this filing?

The Form S-8 registers 347,391 shares of Class A common stock automatically added to the 2021 Incentive Award Plan on January 1, 2025 under its evergreen provision, plus 132,580 shares that became available again after restricted stock unit awards were cancelled or forfeited.

How many Beachbody (BODI) shares are related to the 2021 Employee Stock Purchase Plan?

The filing registers 69,478 shares of Class A common stock that were automatically added on January 1, 2025 to the number of shares authorized for issuance under The Beachbody Company, Inc. 2021 Employee Stock Purchase Plan through its evergreen feature.

What is an evergreen provision in Beachbodys 2021 equity plans?

An evergreen provision in The Beachbody Company, Inc.s 2021 Incentive Award Plan and 2021 Employee Stock Purchase Plan allows the number of shares authorized for issuance to automatically increase each year, such as the additional shares added on January 1, 2025 and registered in this Form S-8.

Why are cancelled or forfeited RSUs included in this Beachbody (BODI) S-8?

The Form S-8 includes 132,580 shares of Class A common stock that would have been issued upon vesting of restricted stock unit awards under the 2021 Incentive Award Plan but were cancelled or forfeited before vesting, and therefore became available again for issuance under that plan.

Are these newly registered Beachbody shares a different class from prior S-8 filings?

No. The additional shares of Class A common stock registered in this Form S-8 are of the same class as securities previously registered for the 2021 Incentive Award Plan and 2021 Employee Stock Purchase Plan under earlier effective Form S-8 registration statements.