STOCK TITAN

Interactive Strength (Nasdaq: TRNR) sets 1-for-7 reverse stock split to aid listing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Interactive Strength Inc. has implemented a 1-for-7 reverse stock split of its common stock, effective as of 11:59 p.m. Eastern Time on June 29, 2026. This reduced issued and outstanding shares from 3,601,274 to approximately 514,400 while keeping each stockholder’s ownership percentage and voting rights the same.

The stock began trading on a split-adjusted basis on The Nasdaq Capital Market on June 30, 2026 under the existing symbol TRNR with a new CUSIP 45840Y609. No fractional shares are being issued; stockholders entitled to fractions will receive cash instead. The company states the split is part of its plan to regain compliance with Nasdaq’s $1.00 minimum bid price requirement.

Positive

  • None.

Negative

  • None.

Insights

Reverse split shrinks share count to support Nasdaq bid-price compliance.

Interactive Strength executed a 1-for-7 reverse stock split, cutting outstanding common shares from 3,601,274 to approximately 514,400. Economic ownership per investor is unchanged because every seven pre-split shares convert into one post-split share on a proportional basis.

The company explicitly links this action to its plan to regain compliance with the Nasdaq Capital Market’s $1.00 minimum bid price requirement. Reverse splits mechanically increase the per-share price by reducing share count, but they do not alter the company’s underlying business, assets, or total equity value.

All equity-linked instruments, including outstanding equity awards, warrants, and shares issuable under equity incentive plans, will be proportionately adjusted, and no fractional shares will be issued; cash will be paid in lieu of fractions. Future disclosures in periodic reports can provide a clearer picture of how the new capital structure interacts with any subsequent financing or listing developments.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-7 Common stock reverse stock split ratio
Pre-split shares outstanding 3,601,274 shares Common stock issued and outstanding before split
Post-split shares outstanding approximately 514,400 shares Common stock issued and outstanding after split
Nasdaq minimum bid $1.00 per share Bid-price requirement for Nasdaq Capital Market listing
Effective time 11:59 p.m. ET June 29, 2026 Charter amendment reverse split effectiveness
Split-adjusted trading start June 30, 2026 Date TRNR began trading on a post-split basis
New CUSIP 45840Y609 CUSIP for TRNR common stock after reverse split
reverse stock split financial
"to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Nasdaq Capital Market financial
"The Common Stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market on June 30, 2026."
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
minimum bid price requirement financial
"plan to regain compliance with the minimum bid price requirement of $1.00 per share required to maintain continued listing"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
equity incentive plans financial
"the number of shares issuable under the Company’s equity incentive plans and other existing agreements"
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.
forward-looking statements regulatory
"This press release includes certain statements that are “forward-looking statements” for purposes of the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
0001785056false--12-3100017850562026-06-292026-06-29

 

 

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 29, 2026

 

 

INTERACTIVE STRENGTH INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41610

82-1432916

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1005 Congress Avenue, Suite 925

 

Austin, Texas

 

78701

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 512 885-0035

 

 

(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

Common stock, $0.0001 par value per share

 

TRNR

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Amendment to Amended and Restated Certificate of Incorporation

On June 29, 2026, the Company filed a Certificate of Amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a rate of 1-for-7 (the “Reverse Stock Split”), effective as of 11:59 p.m. Eastern Time on June 29, 2026.

The Reverse Stock Split decreased the number of shares of Common Stock issued and outstanding from 3,601,274 shares to approximately 514,400 shares. Accordingly, each holder of Common Stock now owns fewer shares of Common Stock as a result of the Reverse Stock Split. However, the Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any stockholder’s percentage ownership interest in the Company. Therefore, voting rights and other rights and preferences of the holders of Common Stock were not affected by the Reverse Stock Split. Common Stock issued pursuant to the Reverse Stock Split remains fully paid and nonassessable, without any change in the par value per share. Pursuant to the Charter Amendment, no fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares will receive cash for each fraction of a share they hold.

The Common Stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market on June 30, 2026. The trading symbol for Common Stock remains “TRNR.” The new CUSIP number for Common Stock following the Reverse Stock Split is 45840Y609.

The description of the Charter Amendment herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On June 26, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

3.1

Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc.

 

 

 

99.1

 

Press Release, dated June 26, 2026

 

 

 

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 hereunto duly authorized.

 

 

 

Interactive Strength Inc.

 

 

 

 

Date:

June 30, 2026

By:

/s/ Caleb Morgret

 

 

 

Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

 


Exhibit 99.1

Interactive Strength Inc. (Nasdaq: TRNR) Announces 1-for-7 Reverse Split

 

Austin, TX – June 26, 2026 - Interactive Strength Inc. (Nasdaq: TRNR) (“TRNR” or the “Company”), maker of innovative specialty fitness equipment under the Wattbike, CLMBR, FORME and Ergatta brands, today announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-7. The reverse stock split will become effective on June 30, 2026. The Company’s common stock will begin trading on a post-split basis at the market open on June 30, 2026, under the Company’s existing trading symbol "TRNR", with the new CUSIP number, 45840Y609. The reverse stock split is part of the Company’s plan to regain compliance with the minimum bid price requirement of $1.00 per share required to maintain continued listing on The Nasdaq Capital Market, among other benefits.

 

The reverse stock split was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on June 8, 2026, to be effected in the discretion of the Company’s board of directors within approved parameters. The final ratio was approved by the Company’s board of directors on June 18, 2026.

 

The reverse stock split reduces the number of shares of the Company’s outstanding common stock from approximately 3.6 million shares to approximately 0.5 million shares. As a result of the reverse stock split, proportionate adjustments will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards and warrants and the number of shares issuable under the Company’s equity incentive plans and other existing agreements, as well as the exercise or conversion price, as applicable. There will be no change to the number of authorized shares or the par value per share of the Company’s common stock.

 

Information for TRNR Stockholders

 

As a result of the reverse stock split, every seven pre-split shares of common stock outstanding will become one share of common stock. The Company's transfer agent, Equiniti Trust Company, LLC, will serve as the exchange agent for the reverse stock split.

 

Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in "street name" will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker's particular processes, and will not be required to take any action in connection with the reverse stock split. Stockholders holding shares of the Company's common stock in certificate form will have their holdings of the Company’s common stock automatically adjusted to reflect the reverse stock split.

 

No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares will receive cash for each fraction of a share they hold.

 


 

TRNR Investor Contact

ir@interactivestrength.com

About Interactive Strength Inc.:

Interactive Strength Inc. (Nasdaq: TRNR) has established a leading portfolio of premium fitness brands – Wattbike, CLMBR, and FORME – that combine advanced hardware, smart technology, and immersive content to deliver exceptional training experiences for both commercial and home use.

 

Wattbike offers a range of high-performance indoor bikes that set the global standard in cycling. Known for unmatched accuracy, realistic ride feel, and advanced performance tracking, Wattbike is trusted by elite athletes, national teams, and fitness enthusiasts around the world.

 

CLMBR redefines the next-generation vertical climbing experience through its patented open-frame design and immersive touchscreen, delivering a high-intensity, low-impact workout that’s both efficient and effective.

 

FORME delivers strength, mobility, and recovery training through immersive content, performance-grade hardware, and expert coaching. Its wall-mounted systems include the Studio, a smart fitness mirror for guided programming and live 1:1 personal training, and the Lift, which adds smart resistance cable training-ideal for high-performance environments and sport-specific development.

 

Ergatta is a connected fitness company recognized as a pioneer in game-based rowing. Its connected rowing equipment combines competitive, game-based workouts with a premium hardware experience, generating industry-leading engagement and retention metrics.

 

From elite performance to everyday wellness, our ecosystem of performance-focused solutions delivers data-driven outcomes for athletes, fitness enthusiasts, and commercial operators.

 

Forward Looking Statements:

This press release includes certain statements that are “forward-looking statements” for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements generally are accompanied by words such as “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company. Risks and uncertainties include but are not limited to: market and other conditions, demand for our products; competition, including technological advances made by and new products released by our competitors; our ability to accurately forecast consumer demand for our products and adequately maintain our inventory; and our reliance on a limited


 

number of suppliers and distributors for our products. A further list and descriptions of these risks, uncertainties and other factors can be found in filings with the Securities and Exchange Commission. To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements.


FAQ

What reverse stock split did Interactive Strength Inc. (TRNR) implement?

Interactive Strength implemented a 1-for-7 reverse stock split of its common stock. Every seven pre-split shares were combined into one post-split share, leaving investor ownership percentages unchanged while substantially reducing the number of shares outstanding.

How did the TRNR reverse split change shares outstanding?

The reverse split reduced Interactive Strength’s issued and outstanding common shares from 3,601,274 shares to approximately 514,400 shares. This mechanical change increases the per-share price mathematically but does not alter the company’s total equity value or individual percentage ownership.

When did Interactive Strength’s reverse split become effective and tradable?

The reverse stock split became effective as of 11:59 p.m. Eastern Time on June 29, 2026. TRNR common stock began trading on a split-adjusted basis on The Nasdaq Capital Market at the market open on June 30, 2026, under the existing ticker symbol.

Why did Interactive Strength (TRNR) carry out a reverse stock split?

The company states the reverse split is part of its plan to regain compliance with Nasdaq’s minimum bid price requirement of $1.00 per share. Maintaining this threshold is required for continued listing on The Nasdaq Capital Market and supports ongoing market access.

How are fractional TRNR shares handled in the reverse split?

No fractional shares are being issued in the reverse split. Stockholders who otherwise would be entitled to receive fractional shares will instead receive cash for each fraction of a share they hold, simplifying the post-split share structure and recordkeeping.

Did Interactive Strength change authorized shares or par value in the split?

The company indicates there is no change to the number of authorized shares or the par value per share of its common stock. Only the number of outstanding shares and related equity-linked instruments were proportionately adjusted to reflect the 1-for-7 reverse split.

Filing Exhibits & Attachments

3 documents