Reverse split wins, share issuance plans fail at Interactive Strength (TRNR)

Rhea-AI Filing Summary

Interactive Strength Inc. held its annual stockholder meeting, where several key governance and capital-structure proposals were decided. Stockholders elected Class II director Aaron N.D. Weaver and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2025. As of July 29, 2025, there were 1,519,418 common shares outstanding, with 700,271 shares represented at the meeting, constituting a quorum.

Stockholders rejected two Nasdaq-related proposals to approve potential issuances of 20% or more of outstanding common stock tied to Wattbike acquisition consideration and Series LTI preferred stock for executives. They approved giving the Board authority to execute one or more reverse stock splits within a range of 1-for-4 up to 1-for-100 within one year of the record date. An advisory vote approved named executive officer pay, and stockholders favored holding future say-on-pay votes every three years.

Positive

• None.

Negative

• Large share issuance proposals rejected: Stockholders did not approve the Wattbike Issuance Proposal or the LTI Issuance Proposal, each of which contemplated potential issuances of 20% or more of outstanding common stock.
• Broad reverse split authority approved: Stockholders authorized the Board to effect one or more reverse stock splits in a wide range from 1-for-4 up to an aggregate 1-for-100, which could significantly change the share count if implemented.

Insights

Equity Capital Structure Analyst

Shareholders blocked major share issuances but approved wide reverse split authority.

Interactive Strength Inc. sought stockholder approval for several items that affect ownership and capital structure. Routine proposals passed easily: the Class II director election, with 128,273 votes for and 11,811 against, and the auditor ratification, with 681,465 votes for and 2,464 against, indicate broad support for current governance and audit arrangements.

Two Nasdaq-related issuance items were not approved. The Wattbike Issuance Proposal, covering potential issuance of 20% or more of outstanding common stock via Series E Convertible Preferred Stock and earn-out shares under the Wattbike purchase agreement, drew 77,908 votes against versus 61,667 for. Similarly, the LTI Issuance Proposal for potential 20%+ issuance on conversion of Series LTI Convertible Preferred Stock for executives and directors saw 78,063 votes against and 62,838 for. These outcomes constrain the company’s ability to use these preferred structures for acquisitions and incentives without revisiting terms or seeking alternative paths.

By contrast, stockholders granted the Board broad authority to execute one or more reverse stock splits between 1-for-4 and up to an aggregate 1-for-100 by the first anniversary of the record date, with 467,662 votes for and 231,837 against. This gives significant flexibility to adjust the share count and trading price, though actual implementation decisions will rest with the Board. Advisory votes showed support for current named executive officer compensation and a preference for say-on-pay votes every three years. Overall, the mix of approvals and rejections suggests acceptance of governance basics but reservations about large, potentially dilutive share issuances.

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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): September 26, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

On September 26, 2025, Interactive Strength Inc. (the "Company") held an annual meeting of stockholders (the “Annual Meeting”) at 10:00 a.m. Central Time, in person at 1005 Congress Avenue, Suite 925, Austin, TX 78701, to vote on the proposals identified in the Company’s definitive proxy statement filed with U.S. Securities and Exchange Commission on August 18, 2025. As of July 29, 2025, the record date of the Annual Meeting, there were a total of 1,519,418 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) outstanding and entitled to vote at the Meeting. At the Annual Meeting, 700,271 shares of Common Stock were represented in person or by proxy, constituting a quorum.

At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the following proposals:

Proposal One: Election of Class II Director Proposal

To approve the nomination of Aaron N.D. Weaver for election as director at the Meeting. If elected, Mr. Weaver will serve as director until the 2028 annual meeting of stockholders and until his respective successor is duly elected and qualified.

The Election of Class II Director Proposal was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
128,273		11,811		3,273	556,914

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm Proposal

To approve the appointment of Deloitte & Touche LLP to continue as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

The Ratification of Accountant Proposal was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
681,465		2,464		16,342	0

Proposal Three: Wattbike Issuance Proposal

To approve, for purposes of Rule 5635(a) and (d) of The Nasdaq Stock Market LLC (“Nasdaq”), the potential issuance of 20% or more of the outstanding shares of Common Stock upon the conversion of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”) and the potential issuance of Earn-Out Shares, pursuant to the Agreement for the Sale and Purchase of the Entire Issued Share Capital and Loan Notes of Wattbike (Holdings) Limited (“Wattbike”) (the “Wattbike Purchase Agreement”), by and among the Company and the shareholders of Wattbike identified on Schedule 1 to the Wattbike Purchase Agreement.

The Wattbike Issuance Proposal was not approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
61,667		77,908		3,782	556,914

Proposal Four: LTI Issuance Proposal

To approve, for purposes of Rule 5635(c) of Nasdaq, the issuance of 20% or more of the outstanding shares of Common Stock upon the conversion of the Company’s Series LTI Convertible Preferred Stock, pursuant to employment agreements, by and between the Company and the Company’s executive officers and members of the Company’s Board of Directors.

The LTI Issuance Proposal was not approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
62,838		78,063		2,456	556,914

Proposal Five: Approve the Authority to Effect One or More Reverse Stock Splits

To grant discretionary authority to the Company’s Board of Directors to amend the Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-4 up to 1-for-100 (each, a “Reverse Stock Split”), provided that, (X) the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-100, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the Record Date.

The Authority to Effect One or More Reverse Stock Splits was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
467,662		231,837		772	0

Proposal Six: Advisory Vote on the Compensation of the Company’s Named Executive Officers

The Advisory Vote on the Company’s Named Executive Officers (“NEO”) was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
116,692		23,601		3,064	556,914

Proposal Seven: Advisory Vote on the Frequency of Future Advisory Votes to Approve NEO Compensation

A frequency of 3 years received the highest number of votes for the Advisory Vote on Frequency of Future Advisory Votes for NEO Compensation as follows:

One Year		Two Years		Three Years	Abstain
97,363		18,415		22,328	5,251

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:	September 30, 2025	By:	/s/ Michael J. Madigan
			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

FAQ

What did Interactive Strength Inc. (TRNR) approve at its latest stockholder meeting?

Stockholders of Interactive Strength Inc. approved the election of Aaron N.D. Weaver as a Class II director, ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2025, granted the Board authority to execute one or more reverse stock splits in the range of 1-for-4 to 1-for-100, approved an advisory vote on named executive officer compensation, and chose a three-year frequency for future say-on-pay votes.

Which proposals did Interactive Strength Inc. (TRNR) stockholders reject?

Stockholders did not approve two Nasdaq-related issuance items. The Wattbike Issuance Proposal, covering potential issuance of 20% or more of outstanding common stock via Series E Convertible Preferred Stock and earn-out shares under the Wattbike purchase agreement, was rejected. The LTI Issuance Proposal, which would have approved issuance of 20% or more of outstanding common stock upon conversion of Series LTI Convertible Preferred Stock under executive and director employment agreements, was also rejected.

What reverse stock split authority did TRNR stockholders grant the Board?

Stockholders approved a proposal granting the Board discretionary authority to amend the Certificate of Incorporation to effect one or more reverse stock splits of the common stock. Each reverse split may be at a ratio from 1-for-4 up to 1-for-100, with the limitation that aggregate reverse splits do not exceed 1-for-100 and that any reverse split is completed no later than the first anniversary of the record date.

How many Interactive Strength (TRNR) shares were outstanding and represented at the meeting?

As of the July 29, 2025 record date, 1,519,418 shares of common stock were outstanding and entitled to vote. At the annual meeting held on September 26, 2025, 700,271 shares were represented in person or by proxy, which constituted a quorum for conducting business.

How did TRNR stockholders vote on executive compensation and its frequency?

Stockholders approved the advisory vote on compensation for the company’s named executive officers, with 116,692 votes for, 23,601 against, and 3,064 abstentions, along with 556,914 broker non-votes. For the advisory vote on the frequency of future say-on-pay votes, the option of holding the vote every three years received the highest number of votes compared with one-year and two-year alternatives.

What were the key voting results for the Wattbike and LTI issuance proposals at TRNR?

For the Wattbike Issuance Proposal, there were 61,667 votes for, 77,908 against, and 3,782 abstentions, plus 556,914 broker non-votes. For the LTI Issuance Proposal, there were 62,838 votes for, 78,063 against, and 2,456 abstentions, again with 556,914 broker non-votes. Both proposals therefore failed to obtain stockholder approval.