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The Beachbody Company, Inc. (BODi) is asking stockholders to vote at a virtual annual meeting on June 2, 2026 at 8:30 a.m. PDT via www.proxydocs.com/BODI. Holders of Class A common stock have one vote per share and holders of Class X common stock have ten votes per share, with 4,506,164 Class A shares and 2,729,003 Class X shares outstanding as of April 15, 2026.
Stockholders will vote on three proposals: electing nine directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and giving advisory approval of executive compensation. The board recommends voting FOR all nominees and proposals. Deloitte’s 2025 fees totaled $1,592,200, including $1,387,000 in audit fees and $205,200 in tax fees.
The proxy describes BODi’s corporate governance, including a majority of independent directors and three key committees—audit, compensation, and nominating and corporate governance. The company is a Nasdaq “controlled company” because CEO Carl Daikeler beneficially owns most of the high‑vote Class X stock. Executive pay for 2025 includes a $765,000 salary for Mr. Daikeler, a stepped-up salary for Executive Chairman Mark Goldston, and RSU- and cash-based long‑term incentives for Interim CFO Brad Ramberg. Although 2025 Pre‑Bonus EBITDA reached the maximum level under the annual bonus plan, no cash bonuses were paid to named executives due to cash reserve and covenant considerations.
The Beachbody Company, Inc. (BODi) is asking stockholders to vote at a virtual annual meeting on June 2, 2026 at 8:30 a.m. PDT via www.proxydocs.com/BODI. Holders of Class A common stock have one vote per share and holders of Class X common stock have ten votes per share, with 4,506,164 Class A shares and 2,729,003 Class X shares outstanding as of April 15, 2026.
Stockholders will vote on three proposals: electing nine directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and giving advisory approval of executive compensation. The board recommends voting FOR all nominees and proposals. Deloitte’s 2025 fees totaled $1,592,200, including $1,387,000 in audit fees and $205,200 in tax fees.
The proxy describes BODi’s corporate governance, including a majority of independent directors and three key committees—audit, compensation, and nominating and corporate governance. The company is a Nasdaq “controlled company” because CEO Carl Daikeler beneficially owns most of the high‑vote Class X stock. Executive pay for 2025 includes a $765,000 salary for Mr. Daikeler, a stepped-up salary for Executive Chairman Mark Goldston, and RSU- and cash-based long‑term incentives for Interim CFO Brad Ramberg. Although 2025 Pre‑Bonus EBITDA reached the maximum level under the annual bonus plan, no cash bonuses were paid to named executives due to cash reserve and covenant considerations.
Beachbody Company, Inc. officer Bradley Ramberg received an equity grant in the form of 52,083 restricted stock units that convert into Class A Common Stock on a one-for-one basis. The RSUs vest 25% per year on each of the first four anniversaries of the grant date, conditioned on continued employment.
On the same date, 4,911 shares of Class A Common Stock were disposed of at $10.56 per share to satisfy tax obligations by delivering securities. After these transactions, Ramberg directly owned 151,210 shares of Class A Common Stock.
Beachbody Company, Inc. officer Bradley Ramberg received an equity grant in the form of 52,083 restricted stock units that convert into Class A Common Stock on a one-for-one basis. The RSUs vest 25% per year on each of the first four anniversaries of the grant date, conditioned on continued employment.
On the same date, 4,911 shares of Class A Common Stock were disposed of at $10.56 per share to satisfy tax obligations by delivering securities. After these transactions, Ramberg directly owned 151,210 shares of Class A Common Stock.
The Beachbody Company, Inc. (BODi) reported a sharp profitability turnaround for Q4 and full-year 2025 despite lower revenue. Fourth-quarter revenue was $55.5 million versus $86.4 million a year earlier, but net income reached $5.2 million compared with a net loss of $34.6 million, and adjusted EBITDA rose to $12.9 million from $8.7 million.
For 2025, revenue was $251.7 million versus $418.8 million, yet BODi delivered its first full-year operating income since going public with $5.5 million, versus an operating loss of $66.2 million. The company posted adjusted EBITDA of $30.8 million, adjusted net income of $3.5 million, and free cash flow of $17.4 million, ending the year with $39.0 million in cash and a net cash position of $15.4 million. Guidance for Q1 2026 calls for revenue of $49–$54 million, net income (loss) between $(2) million and $1 million, and adjusted EBITDA of $4–$7 million.
The Beachbody Company, Inc. (BODi) reported a sharp profitability turnaround for Q4 and full-year 2025 despite lower revenue. Fourth-quarter revenue was $55.5 million versus $86.4 million a year earlier, but net income reached $5.2 million compared with a net loss of $34.6 million, and adjusted EBITDA rose to $12.9 million from $8.7 million.
For 2025, revenue was $251.7 million versus $418.8 million, yet BODi delivered its first full-year operating income since going public with $5.5 million, versus an operating loss of $66.2 million. The company posted adjusted EBITDA of $30.8 million, adjusted net income of $3.5 million, and free cash flow of $17.4 million, ending the year with $39.0 million in cash and a net cash position of $15.4 million. Guidance for Q1 2026 calls for revenue of $49–$54 million, net income (loss) between $(2) million and $1 million, and adjusted EBITDA of $4–$7 million.
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.