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
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Date of Report (Date of earliest event reported): July 07, 2026 |
INTERACTIVE STRENGTH INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-41610 |
82-1432916 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1005 Congress Avenue, Suite 925 |
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Austin, Texas |
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78701 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common stock, $0.0001 par value per share |
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TRNR |
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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.
Stock Purchase Agreement
On July 7, 2026, Interactive Strength Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, STEPR, Inc., a Delaware corporation (“STEPR”), STEPR PTY LTD – ACN 660 939 079, an Australian proprietary limited company (the “Seller”), Hayden Thorneycroft ATF the HG Thorneycroft Family Trust (“TF Trust”), Australian Fitness Supplies Pty Ltd, an Australian proprietary limited company (“AFS,” and together with TF Trust, the “Indirect Equityholders”), Hayden Thorneycroft (“Thorneycroft”) and Daniel Alenaddaf (“Alenaddaf,” and together with Thorneycroft, the “Supporting Parties”), and the Seller, as representative of the Seller Parties (the “Seller Representative”). The “Seller Parties” means the Seller, the Indirect Equityholders and the Supporting Parties.
Pursuant to the Purchase Agreement, the Company will: (i) acquire all of the issued and outstanding shares of capital stock of STEPR (the “Purchased Shares”) from the Seller in a secondary transaction; and (ii) immediately following such acquisition, will purchase newly issued shares of STEPR (the “Primary Shares”) in a primary transaction, in each case subject to the satisfaction or waiver of customary closing conditions. The total consideration payable by the Company consists of a combination of cash and shares of the Company's newly designated preferred stock, structured as follows:
Cash Consideration. At the closing of the purchase and sale of the Purchased Shares (the “Closing”), the Company will (i) pay an initial cash contribution of $1,500,000 (net of any advances previously made under the secured note described below) to STEPR for working capital purposes, and (ii) repay up to $1,200,000 to AFS to satisfy the outstanding balance of an existing shareholder loan owed by STEPR (the “AFS Loan Repayment Amount”). Following the Closing, the Company will advance up to $2,500,000 in incremental cash contributions to STEPR for working capital purposes. In addition, on the first anniversary of the Closing, the Company will pay to the Seller up to $1,000,000 in shareholder cash consideration (the “Shareholder Cash Consideration”), of which up to $500,000 is to be used to repay certain other shareholder loans and $500,000 is to be distributed to designated parties.
Secured Note. In connection with the Purchase Agreement, the Company will execute and deliver a secured promissory note in the maximum principal amount of $1,500,000, under which it may, at its sole discretion, make advances to the Seller from the effective date of the note until the earlier of date of the Closing and the termination of the Purchase Agreement. The secured note will accrue interest at a rate equal to the lesser of (a) the Prime Rate (with a floor of 6.75%) plus 5.00% per annum, or (b) the maximum rate permitted under applicable law, computed on the basis of a 360-day year. “Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the ‘Prime Rate’ in the U.S. or, if The Wall Street Journal ceases to quote such rate, a comparable replacement index selected by the Company.
Equity Consideration. At the Closing, the Company will issue to the Seller (i) $6,000,000 worth of shares of the Company's Series F-1 Non-Voting Convertible Preferred Stock (the “F1 Equity Consideration”), (ii) $10,500,000 worth of shares of the Company's Series F-2 Non-Voting Convertible Preferred Stock (the “F2 Equity Consideration”), and (iii) $2,500,000 worth of shares of the Company's Series F-3 Non-Voting Convertible Preferred Stock (the “F3 Equity Consideration,” and together with the F1 Equity Consideration and the F2 Equity Consideration, the “Equity Consideration”). Each series of Equity Consideration is convertible into shares of the Company's common stock, par value $0.0001 per share (the “Common Stock”) at the applicable conversion price, in accordance with and subject to the terms of the Certificate of Designation of the Company's Series F-1 Non-Voting Convertible Preferred Stock, Series F-2 Non-Voting Convertible Preferred Stock and Series F-3 Non-Voting Convertible Preferred Stock (the “Certificate of Designation”), that will be filed with the Secretary of State of the State of Delaware prior to the Closing. The Equity Consideration is subject to performance-based scaling factors as described below.
Scaling Factors. The value of the Equity Consideration is subject to adjustment based on STEPR's financial performance following the Closing. The F1 Equity Consideration is subject to the F1 Scaling Factor, calculated based on STEPR's EBITDA during the period from July 1, 2026 to June 30, 2027 (“Year 1 EBITDA”), with Year 1 EBITDA capped at $4,000,000 for purposes of such calculation. The F2 Equity Consideration is subject to the F2 Scaling Factor, calculated based on STEPR's EBITDA during the period from July 1, 2027 to June 30, 2028 (“Year 2 EBITDA”), with Year 2 EBITDA capped at $7,000,000 for purposes of such calculation. The F3 Equity Consideration is subject to the F3 Scaling Factor, which is determined based on aggregate achieved points across synergy categories as set forth in the F3 Framework attached to the Purchase Agreement. Each Scaling Factor may range from 0.000 (or 0.500 in the case of the F1 Scaling Factor) to 1.000.
The Purchase Agreement contains customary representations and warranties made by STEPR and the Seller Parties concerning, among other things, organization and corporate power, authorization, capitalization, financial statements, absence of undisclosed liabilities, intellectual property, tax matters, employee benefit plans, compliance with laws, and absence of certain changes. The Purchase Agreement also contains customary representations and warranties of the Company concerning organization, authorization, non-contravention, financial ability, and issuance of securities.
The Closing is expected to occur in the fourth quarter of 2026, subject to the satisfaction or waiver (if permitted) of conditions precedent as provided in the Purchase Agreement.
The Purchase Agreement contains customary covenants, including, among others, (i) covenants relating to conduct of STEPR's business prior to closing, (ii) a covenant requiring the Seller Parties to operate on an exclusivity basis with the Company, (iii) non-competition and non-solicitation covenants binding on the Supporting Parties for a period following the Closing, (iv) covenants relating to the contribution and transfer of certain other assets to STEPR at or prior to closing, (v) registration rights with respect to shares of Common Stock issuable upon conversion of the Equity Consideration, and (vi) short selling, hedging, and standstill restrictions applicable to the Seller Parties.
The Purchase Agreement contains customary indemnification provisions. The Seller Parties have agreed to indemnify the Company for losses arising from breaches of representations, warranties, and covenants, and certain other specified matters, subject to certain limitations, including an aggregate cap equal to the total dollar value of the AFS Loan Repayment Amount, the Shareholder Cash Consideration, and the Equity Consideration actually received by or to which the Seller becomes entitled to receive. The indemnification obligations are subject to a deductible of $189,000 for general representation and warranty breaches. The Company may satisfy indemnification obligations through set-off against the Equity Consideration, the Shareholder Cash Consideration, or direct payment from the applicable indemnifying parties, in that order of priority.
The Purchase Agreement may be terminated prior to closing (i) by mutual written agreement of the Company and the Seller Representative, (ii) by the Company upon a material uncured breach by the Seller Parties or STEPR, (iii) by the Seller Representative upon a material uncured breach by the Company, or (iv) by either party if the transactions would violate any final and non-appealable order or any applicable law.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On July 7, 2026, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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10.1* |
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Stock Purchase Agreement, dated July 7, 2026, by and among Interactive Strength Inc., STEPR, Inc., STEPR PTY LTD – ACN 660 939 079, Hayden Thorneycroft ATF the HG Thorneycroft Family Trust, Australian Fitness Supplies Pty Ltd, Hayden Thorneycroft and Daniel Alenaddaf |
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99.1 |
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Press Release, dated July 7, 2026 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
* The schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of all omitted exhibits and schedules upon its request.
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.
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Interactive Strength Inc. |
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Date: |
July 9, 2026 |
By: |
/s/ Caleb Morgret |
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
TRNR SIGNS DEFINITIVE AGREEMENT TO ACQUIRE STEPR, RAISES 2026 PRO FORMA REVENUE GUIDANCE TO MORE THAN $50M
STEPR is profitable, growing fast and the category leader in connected stair climbing; expected to generate more than $15 million in revenue in 2026 driven by increased US retailer demand
Performance-linked transaction valuation ensures attractive acquisition multiple, in-line with TRNR’s disciplined acquisition strategy
Deal expected to close in Q4 2026; TRNR expected to generate more than $50 million in 2026 pro forma revenue with adjusted EBITDA profitability in Q4 after transaction closing
AUSTIN, TX / ACCESS Newswire / July 7, 2026 / Interactive Strength Inc. (Nasdaq:TRNR) (“TRNR” or the “Company”), owner of the Wattbike, CLMBR, FORME, and Ergatta connected fitness brands, today announced it has signed a definitive agreement to acquire STEPR, Inc. (“STEPR”), a category leader in connected stair climbing for home and commercial training.
STEPR is a hardware-first fitness company that has built the leading position in connected stair climbing, profitably and bootstrapped with only the founders’ capital. It sells both direct to consumers and through major national retail partners, including Dick’s Sporting Goods, Rogue Fitness, Johnson Fitness and Scheels, and its machines are used by everyday consumers, elite athletes and commercial facilities. STEPR is growing quickly and is expected to generate more than $15 million in revenue in 2026, with immediate earnings accretion to TRNR after closing.
The acquisition advances TRNR’s strategy of building a global, multi-brand fitness equipment platform through opportunistic acquisitions and disciplined operations. TRNR uses its Nasdaq listing to acquire profitable, cash-flow-generative premium fitness equipment brands and to operate them together on a shared platform of content, technology, distribution and commercial relationships. STEPR is the latest brand to join a portfolio that already includes Ergatta, Wattbike, CLMBR, and FORME, each a leader in its category.
With the addition of STEPR, TRNR is raising its 2026 pro forma revenue guidance to more than $50 million and expects the group to achieve Adjusted EBITDA profitability in Q4 2026 as a result of closing the transaction.
“We are building a dynamic fitness equipment holding company by acquiring growth-oriented, category-leading brands and aiming to scale them efficiently and profitably, across channels, customer segments and markets,” said TRNR CEO, Trent Ward. “STEPR is the leader in one of the fastest-growing segments in fitness, it is profitable, and it brings retail distribution expertise across the US that should benefit our entire portfolio - especially with respect to Wattbike. Every acquisition is structured to directly connect the eventual transaction value to future business performance so that TRNR is mitigating risk while also being able to grow quickly. STEPR moves us decisively toward our vision of becoming a global platform of profitable fitness equipment brands.”
“We built STEPR into the leader in stair climbing by staying disciplined, profitable and close to our community,” said Dan Alenaddaf, Co-Founder of STEPR. “TRNR is building something bigger than any
single brand, a platform where category leaders scale faster together, and we share that vision. Joining TRNR gives STEPR access to financing, additional global markets and brands that we could not build alone, and it is the right next step to put stair climbing at the center of everyday fitness.”
TRNR expects the combination to lead to revenue and cost synergies across the portfolio. As part of TRNR, STEPR gains platform, brand and financial scale, while STEPR’s national US retail relationships and direct-to-consumer engine open new channels for the Company’s other brands.
Transaction Structure
TRNR will acquire 100% of STEPR through a combination of cash, debt and contingent stock consideration, including working capital to support growth. TRNR expects to close the transaction in Q4 2026, subject to customary closing conditions, including completing an audit of financial statements. The consideration is structured as follows:
The base transaction value is $6.7 million, comprising $2.2 million cash and debt re-financing at close, $1.5 million in debt for working capital and $3.0 million in TRNR equity locked up until September 30, 2027.
Up to $3.0 million in additional TRNR equity could be earned by STEPR achieving $4.0 million in EBITDA in the period from July 2026 to June 2027. This equity would be locked up until September 30, 2027.
Up to $10.5 million in an additional TRNR equity could be earned based on achieving $7.0 million in EBITDA in the period from July 2027 to June 2028. A final $2.5 million could be earned through various quantitative synergies and this tranche of equity would be locked up until September 30, 2028 as well.
It is expected that the EV/EBITDA multiple will be less than 4.0x on 2027 EBITDA, given most of the valuation is tied to the EBITDA achieved in the next two years.
Consistent with TRNR’s acquisition strategy, a substantial portion of the consideration is contingent on STEPR’s future performance, and the structure is designed to minimize near-term dilution and protect downside.
The initial cash consideration at closing will be funded through TRNR’s existing financing facilities.
STEPR’s founders have agreed to employment arrangements and are expected to continue leading the business post-acquisition.
TRNR expects to provide additional details regarding the transaction following the closing.
For more information, see TRNR’s investor website as well as its required filings with the U.S. Securities and Exchange Commission (SEC).
Contacts
TRNR Investor Contact
ir@interactivestrength.com
About STEPR
STEPR is a fitness company on a mission to make stair climbing and stepping the most accessible, results-driven cardio for home and commercial training. The company offers a full range of connected stair climbers, from compact home units to heavy-duty commercial machines, built on a profitable hardware core and backed by patented technology. STEPR sells direct to consumers and through leading retailers, and is expanding into commercial channels, optional membership software, and adjacent cardio and strength categories. www.getstepr.com
About Interactive Strength Inc.
Interactive Strength Inc. (NASDAQ:TRNR) is building a global, multi-brand fitness equipment platform through the disciplined acquisition of profitable, premium fitness companies. The Company has established a leading portfolio of brands - Wattbike, CLMBR, FORME and Ergatta - 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 the leader in game-based connected fitness, offering a suite of workout experiences and a line of premium rowing machines with embedded gaming content. Ergatta’s content is personalized to each user, highly interactive, and designed to build lasting fitness habits through games rather than instructors.
From elite performance to everyday wellness, our ecosystem of performance-focused solutions delivers data-driven outcomes for athletes, fitness enthusiasts, and commercial operators.
For more information about Interactive Strength, please visit www.interactivestrength.com.
Channels for Disclosure of Information
In compliance with disclosure obligations under Regulation FD, we announce material information to the public through a variety of means, including filings with the Securities and Exchange Commission (“SEC”), press releases, company blog posts, public conference calls, and webcasts, as well as via our investor relations website. Any updates to the list of disclosure channels through which we may announce information will be posted on the investor relations page on our website.
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. These forward-looking statements include, but are not limited to, statements regarding the expected closing of the STEPR acquisition, the financial performance of STEPR and the combined company, revenue and EBITDA projections, 2026 pro forma revenue guidance, expected run-rate profitability, the Company’s acquisition strategy and the expected benefits of combining the companies’ products, brands and distribution. 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: the ability to complete the acquisition on the expected terms and timeline, including the satisfaction of closing conditions and the delivery of audited financial statements; the ability to successfully integrate STEPR’s operations; demand for our products and services; competition, including technological advances made by and new products released by our competitors; our ability to accurately forecast consumer demand and adequately maintain our inventory; our reliance on a limited number of suppliers and distributors for our products; the impact of tariffs and other trade measures on products manufactured outside the United States; and macroeconomic conditions affecting consumer discretionary spending. 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.
SOURCE: Interactive Strength Inc.
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