[SCHEDULE 13D/A] Beachbody Company, Inc. SEC Filing

Rhea-AI Filing Summary

The filing is Amendment No. 5 to a Schedule 13D by Carl Daikeler reporting his holdings in The Beachbody Company, Inc. (Class A Common Stock and Class X Common Stock). Mr. Daikeler beneficially owns 2,576,991 shares of Class X Common Stock and 20,158 stock options to acquire Class A shares that are currently exercisable or will vest within 60 days. The Class A equivalent ownership is reported as 37.4% as of September 17, 2025 (based on 4,355,973 Class A shares outstanding) and was 37.5% as of June 5, 2025 (based on 4,336,409 outstanding). Each Class X share carries 10 votes; the filing reports Mr. Daikeler controls sole voting and dispositive power and held 81.4% voting power on September 17, 2025 (81.5% on June 5, 2025). The filing states no transactions in the prior 60 days and otherwise supplements earlier Schedule 13D filings.

Positive

• Material ownership disclosed: 2,576,991 Class X shares plus 20,158 exercisable/vesting options provide clear transparency on stake size
• Sole voting and dispositive power: Reporting Person explicitly controls voting and disposition of the reported shares
• Updated, consistent disclosure: Amendment supplements prior Schedule 13D filings and provides updated ownership and voting percentages

Negative

• Highly concentrated voting power: >81% voting control centralizes governance and limits influence of other shareholders
• Dual-class structure risk: Class X shares carry 10 votes each, which can entrench control regardless of economic ownership

Insights

Financial Analyst

TL;DR: Reporting person retains material equity and overwhelming voting control; ownership percentages slightly changed between June and September 2025.

Mr. Daikeler's reported holdings translate to substantial economic and voting exposure: 2,576,991 Class X shares (ten votes each) plus 20,158 options that are exercisable or vesting within 60 days. The Class A equivalent stake of ~37.4% and voting power above 80% are highly material for corporate control and likely affect liquidity and minority investor influence. No recent Class A/X transactions were reported in the 60-day lookback, so the position appears stable over that period.

Corporate Governance Expert

TL;DR: The filing documents concentrated control through dual-class shares and confirms sole voting/dispositive authority by the founder.

The combination of Class X shares (10 votes each), conversion features, and exercisable options creates concentrated governance authority for the Reporting Person. The filing explicitly states sole voting and dispositive power and quantifies voting power at >81%, which is material for governance dynamics, board influence, and potential related-party considerations. The amendment updates prior Schedule 13D filings without reporting new transactions in the prior 60 days.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

The Beachbody Company, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

073463309

(CUSIP Number)

Carl Daikeler
c/o The Beachbody Company, Inc., 400 Continental Blvd., Suite 400
El Segundo, CA, 90245
(310) 883-9000

Steven B. Stokdyk, Esq.
c/o Latham & Watkins LLP, 10250 Constellation Blvd., Suite 1100
Los Angeles, CA, 90067
(213) 891-7421

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 073463309

1

Name of reporting person

Carl Daikeler

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,597,149.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,597,149.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,597,149.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Sections 7 and 9 above are based on beneficial ownership on September 17, 2025 and June 5, 2025 of (i) 2,576,991 shares of Class X Common Stock and (ii) 20,158 stock options to acquire shares of Class A Common Stock that are currently exercisable or vest within 60 days. Each share of Class X Common Stock entitles the holder to 10 votes per share. Each share of Class X Common Stock is convertible to one share of Class A Common Stock at the option of Reporting Person, and will be automatically converted to one share of Class A Common Stock pursuant to the Issuer's charter upon the earlier of (a) the date the Reporting Person is no longer providing services to the Company as a senior executive officer or director of the Company, or (b) the date on which certain holders of Class X Common Stock have sold 75% of their shares (other than pursuant to certain permitted transfers). The percentage ownership in section 13 above represents the Class A Common Stock percentage as of September 17, 2025 of 37.4%, based on 4,355,973 outstanding shares of Class A Common Stock, and as of June 5, 2025 was 37.5% based on 4,336,409 outstanding shares of Class A Common Stock, and includes the 20,158 stock options held by the Reporting Person as of such dates. The Class X Common Stock percentage of 94.4% is based on 2,576,991 outstanding shares of Class X Common Stock on September 17, 2025 and June 5, 2025. The Reporting Person's voting power as of September 17, 2025 is 81.4% and as of June 5, 2025 was 81.5%.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: The Beachbody Company, Inc.
(c)	Address of Issuer's Principal Executive Offices: 400 Continental Blvd., Suite 400, El Segundo, CALIFORNIA , 90245.
Item 1 Comment: This Amendment No. 5 amends and supplements Schedule 13D originally filed with the Securities and Exchange Commission ("SEC") on July 8, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on June 3, 2022, Amendment No. 2 to Schedule 13D filed with the SEC on May 8, 2023, Amendment No. 3 to Schedule 13D filed with the SEC on June 20, 2023, and Amendment No. 4 to the Schedule 13D filed with the SEC on March 1, 2024 (collectively, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns (i) 2,576,991 shares of Class X Common Stock and (ii) 20,158 stock options to acquire shares of Class A Common Stock that are currently exercisable or vest within 60 days. The percentage ownership of the Class A Common Stock percentage as of September 17, 2025 is 37.4%, based on 4,355,973 outstanding shares of Class A Common Stock, and as of June 5, 2025 was 37.5% based on 4,336,409 outstanding shares of Class A Common Stock, and includes the 20,158 stock options held by the Reporting Person as of such dates. The Class X Common Stock percentage is 94.4% based on 2,576,991 outstanding shares of Class X Common Stock on September 17, 2025 and June 5, 2025. The Reporting Person's voting power as of September 17, 2025 is 81.4% and as of June 5, 2025 was 81.5%.
(b)	The Reporting Person has the sole power to vote and dispose of the shares herein.
(c)	The Reporting Person has not engaged in any transaction with respect to the Class A Common Stock or Class X Common Stock during the sixty days prior to the date of filing of this Amendment No. 5.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Carl Daikeler

Signature:	/s/ Carl Daikeler
Name/Title:	Carl Daikeler
Date:	09/18/2025

FAQ

How many shares does Carl Daikeler beneficially own in BODYW?

He beneficially owns 2,576,991 Class X shares and 20,158 stock options exercisable or vesting within 60 days.

What percent of Class A Common Stock does the filing report for Mr. Daikeler?

The filing reports a Class A equivalent ownership of 37.4% as of September 17, 2025 and 37.5% as of June 5, 2025.

What voting power does Carl Daikeler hold according to this amendment?

The filing reports voting power of 81.4% as of September 17, 2025 and 81.5% as of June 5, 2025.

Did the Reporting Person trade Class A or Class X stock in the 60 days before this filing?

No transactions in Class A or Class X Common Stock were reported during the 60 days prior to this Amendment No. 5.

Can Class X shares convert to Class A shares?

Yes. Each Class X share is convertible to one share of Class A Common Stock at the option of the Reporting Person and may be automatically converted under specified charter conditions.