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  4. [8-K] Interactive Strength, Inc. Reports Material Event

Interactive Strength (TRNR) issues Series C preferred shares to settle loan shortfall

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

Rhea-AI Filing Summary

Interactive Strength Inc. entered into a Settlement Agreement with Vertical Investors, LLC related to a previously disclosed credit facility and equity exchanges. The company had exchanged loan principal and interest totaling approximately $9,034,431 for preferred and common stock, while the Lender’s Net Trade Value was $451,361 as of June 30, 2026. To settle this shortfall, Interactive Strength issued 225,681 shares of Series C Preferred Stock to the Lender as payment of the $451,361 Net Trade Value, bringing the Lender’s holdings to 2,848,857 Series C Preferred shares. The issuance was an unregistered sale of equity securities relying on Section 4(a)(2) of the Securities Act.

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Insights

Interactive Strength resolves loan-related shortfall with new preferred shares.

Interactive Strength Inc. and Vertical Investors, LLC rebalanced an earlier loan-to-equity exchange using a Settlement Agreement. The loan principal and interest exchanged into equity totaled about $9,034,431, while realized proceeds for the Lender, the Net Trade Value, were only $451,361 as of June 30, 2026.

To satisfy this difference, the company issued 225,681 Series C Preferred shares in payment of the $451,361 Net Trade Value. This increases preferred equity outstanding and leaves the Lender holding 2,848,857 Series C Preferred shares. The transaction was treated as an unregistered private offering under Section 4(a)(2).

The arrangement clarifies how value from prior loan conversions is balanced between the parties. Future filings could detail any financial terms attached to the Series C Preferred Stock that influence dividends, conversion, or seniority relative to other securities.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Original loan principal $7,968,977.74 Term loan amount under Credit Agreement with Vertical Investors, LLC
Total Loan Exchanged Amount $9,034,431 Principal and interest exchanged into company equity as of June 30, 2026
Net Trade Value $451,361 Funds realized by Lender from dispositions of company securities as of June 30, 2026
Series C shares issued 225,681 shares Series C Preferred Stock issued as payment of the $451,361 Net Trade Value
Lender’s Series C holdings 2,848,857 shares Total Series C Preferred Stock owned by Lender after settlement
Series A Preferred issued 1,500,000 shares Series A Preferred Stock issued upon conversion of $3.0 million of the Loan
Converted loan amount $3,000,000 Loan principal converted into Series A Preferred Stock on March 29, 2024
Settlement Agreement financial
"On June 30, 2026, the Company and the Lender entered into a Settlement Agreement"
A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.
Series C Preferred Stock financial
"the Company issued 225,681 shares (the “Series C Preferred Shares”) of the Company’s Series C Preferred Stock"
A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.
Net Trade Value financial
"the aggregate amount of funds, the “Net Trade Value”"
Total Loan Exchanged Amount financial
"the Total Loan Exchanged Amount was approximately $9,034,431"
Loan Restoration Agreement financial
"the Company entered into a Loan Restoration Agreement (the “Restoration Agreement”) with the Lender"
Section 4(a)(2) regulatory
"The issuance of the Series C Preferred Shares was exempt from registration ... pursuant to Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
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FAQ

How many Series C Preferred shares did Interactive Strength Inc. (TRNR) issue in the settlement?
The company issued 225,681 Series C Preferred shares to Vertical Investors, LLC. These shares were provided as payment of the $451,361 Net Trade Value under the Settlement Agreement, instead of a cash payment from Interactive Strength.

What is the Net Trade Value referenced in Interactive Strength Inc. (TRNR)’s agreement?
Net Trade Value is defined as funds the Lender receives from disposing of specified Interactive Strength securities, net of fees and taxes. As of June 30, 2026, this Net Trade Value totaled $451,361, which was less than the Total Loan Exchanged Amount.

How much loan principal and interest had Interactive Strength Inc. (TRNR) exchanged into equity?
The Total Loan Exchanged Amount was approximately $9,034,431. This figure reflects loan principal and interest that had been exchanged for preferred and common stock of Interactive Strength under prior agreements with Vertical Investors, LLC.

How many Series C Preferred shares of Interactive Strength Inc. (TRNR) does the Lender own after the settlement?
Following issuance of 225,681 new Series C Preferred shares, Vertical Investors, LLC holds 2,848,857 Series C Preferred shares. This updated total reflects the additional settlement-related shares granted as payment of the $451,361 Net Trade Value obligation.

Was Interactive Strength Inc. (TRNR)’s Series C Preferred issuance registered with the SEC?
The Series C Preferred issuance was not registered; it relied on an exemption. Interactive Strength states the issuance of 225,681 Series C Preferred shares to the Lender was exempt from registration under the Securities Act pursuant to Section 4(a)(2).
false000178505600017850562026-06-302026-06-30

 

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 30, 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 1.01 Entry into a Material Definitive Agreement.

Settlement Agreement

As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the "Company") entered into a Credit Agreement (the “Credit Agreement”) with Vertical Investors, LLC (the “Lender”), pursuant to which the Company received a term loan from the Lender in the original principal amount of $7,968,977.74 (the “Loan”). As previously disclosed, on March 29, 2024, the Company issued to the Lender 1,500,000 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), upon the conversion of $3.0 million of the Loan.

As previously disclosed, on April 24, 2024, the Company entered into a Loan Modification Agreement (the “Modification Agreement”) with the Lender, for which the principal amount of the Loan was reduced by $3.0 million.

As previously disclosed, on April 24, 2024, the Company entered into a Loan Restoration Agreement (the “Restoration Agreement”) with the Lender. Pursuant to the Restoration Agreement, in the event the aggregate amount of funds received by Lender (net of all commissions, transfer fees or other transaction fees of any kind and taxes paid or payable as a result thereof) arising out of the disposition of the Preferred Stock, the disposition of the shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") issued pursuant to the exchange agreements entered into by and between the Company and the Lender prior to September 30, 2024, the disposition of the shares of Common Stock issued pursuant to all exchange agreements entered into by and between the Company and the Lender after September 30, 2024, the disposition of the shares of Common Stock issuable upon conversion of the Preferred Stock, if such Preferred Stock is converted to Common Stock by Lender, or the disposition of any other securities of the Company issued to the Lender as a result of its holding the Preferred Stock (the aggregate amount of funds, the “Net Trade Value”) received by the Lender on or before December 31, 2025 is less than the total amount of Loan principal which has been exchanged for preferred stock or common stock of the Company plus interest (the “Total Loan Exchanged Amount”), within ten (10) business days of written demand therefor, Company shall pay to Lender via wire transfer in immediately available funds the amount that is equal to (i) Total Loan Exchanged Amount, less (ii) the Net Trade Value.”

As of June 30, 2026 (the date through which the Net Trade Value was calculated), the Total Loan Exchanged Amount was approximately $9,034,431 and the Net Trade Value was $451,361.

On June 30, 2026, the Company and the Lender entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the Company issued 225,681 shares (the “Series C Preferred Shares”) of the Company’s Series C Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), to the Lender as payment of the $451,361 Net Trade Value.

Following the issuance of the Series C Preferred Shares, the Lender owned 2,848,857 shares of Series C Preferred Stock.

Item 3.02 Unregistered Sales of Equity Securities.

Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of the Series C Preferred Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1

Settlement Agreement, dated as of June 30, 2026, by and between Interactive Strength Inc. and Vertical Investors, LLC

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:

July 7, 2026

By:

/s/ Caleb Morgret

 

 

 

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

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

Other Documents