TRNR pushes senior secured Exchange Note maturity out to 2027

Rhea-AI Filing Summary

Interactive Strength Inc. (TRNR) has amended a key financing agreement by extending the maturity of a senior secured convertible note. The company previously exchanged a $3,100,000 Woodway promissory note for an Incremental Note in an aggregate principal amount of $2,174,866.67, cancelling an equivalent amount of Class B Incremental Warrants. That Exchange Note was originally due on January 30, 2026. Under Amendment No. 1, signed on November 24, 2025, the maturity date has been pushed back to September 26, 2027, giving the company a longer period before the note must be repaid or converted.

Insights

Credit & Capital Structure Analyst

Maturity of a key senior secured convertible note is extended by over 20 months, easing near-term cash obligations and modestly improving balance sheet flexibility.

Interactive Strength Inc. extended the maturity of a senior secured convertible note (the "Exchange Note") from January 30, 2026 to September 26, 2027. The Exchange Note has an aggregate principal amount of $2,174,866.67 and forms part of a broader facility allowing issuance of up to $20,000,000 in senior secured convertible notes through Class B incremental warrants. Earlier, the company had exchanged an original Woodway promissory note for this Exchange Note and cancelled related Class B Incremental Warrants in the same principal amount.

Extending the maturity date pushes repayment of this secured, convertible obligation further into the future, which reduces required cash outflows in the earlier period. This change affects a specific note rather than the full $20,000,000 capacity, so the immediate impact is focused on the roughly $2.17 million principal already outstanding under the Exchange Note. Because the instrument is senior and secured, the maturity extension also lengthens the period during which this claim remains ahead of junior obligations.

The formal amendment, executed on November 24, 2025 and filed as Exhibit 4.1, is a material definitive agreement since it alters core economic terms of existing debt. Key items to watch now are how this extended maturity aligns with other debt timelines and any future issuances of Incremental Notes up to the $20,000,000 capacity. The relevant time horizon for this particular obligation is now anchored to the new September 26, 2027 maturity date.

0001785056false00017850562025-11-242025-11-24

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): November 24, 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 1.01 Entry into a Material Definitive Agreement.

Incremental Note Maturity Date Extension

As previously disclosed, Interactive Strength Inc. (the “Company”) has the ability issue senior secured convertible notes (the “Incremental Notes”) in the aggregate principal amount of $20,000,000 pursuant to the exercise of Class B incremental warrants issued in January 2025 (the “Class B Incremental Warrants”).

As previously disclosed, the Company, prior to March 3, 2025, issued a senior secured convertible promissory note in an original principal amount of $3,100,000 (the “Woodway Note”) to Woodway USA, Inc.

As previously disclosed, on September 26, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) pursuant to which the holder of the Woodway Note as of such date and the Company exchanged the Woodway Note for an Incremental Note in an aggregate principal amount of $2,174,866.67 (the “Exchange Note”). Pursuant to the Exchange Agreement, Class B Incremental Warrants to acquire Incremental Notes in an aggregate principal amount of $2,174,866.67 were cancelled.

The maturity date of the Exchange Note upon issuance was January 30, 2026.

On November 24, 2025, the Company and the holder of the Exchange Note entered into Amendment No.1 to the Exchange Note (the “Exchange Note Amendment”) whereby the parties agreed to amend and restate the definition of the Exchange Note’s maturity date to be September 26, 2027.

The foregoing description of the Exchange Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Note Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Amendment No. 1 to Senior Secured Convertible Note of Interactive Strength Inc., dated November 24, 2025
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:	November 25, 2025	By:	/s/ Caleb Morgret
			Chief Financial Officer (Principal Officer and Principal Accounting Officer)

FAQ

What did Interactive Strength Inc. (TRNR) announce in this 8-K?

Interactive Strength Inc. disclosed an amendment to a senior secured convertible Exchange Note, extending its maturity date from January 30, 2026 to September 26, 2027.

What is the principal amount of the Interactive Strength Exchange Note?

The Exchange Note of Interactive Strength Inc. has an aggregate principal amount of $2,174,866.67, which resulted from exchanging a previously issued $3,100,000 Woodway promissory note.

How did the Woodway Note convert into the current Interactive Strength Exchange Note?

Prior to March 3, 2025, Interactive Strength issued a $3,100,000 senior secured convertible Woodway Note. On September 26, 2025, this was exchanged for an Incremental Note (the Exchange Note) with principal of $2,174,866.67, and Class B Incremental Warrants for the same amount of Incremental Notes were cancelled.

What change was made to the maturity date of Interactive Strength's Exchange Note?

Amendment No. 1, dated November 24, 2025, amended and restated the definition of the Exchange Note's maturity date, moving it from January 30, 2026 to September 26, 2027.

What are Incremental Notes and Class B Incremental Warrants for TRNR?

Interactive Strength Inc. has the ability to issue senior secured convertible Incremental Notes up to $20,000,000 under Class B Incremental Warrants issued in January 2025. In connection with the Exchange Note, Class B Incremental Warrants to acquire Incremental Notes totaling $2,174,866.67 were cancelled.

Who signed the 8-K for Interactive Strength Inc.?

The 8-K was signed on behalf of Interactive Strength Inc. by Caleb Morgret, the Chief Financial Officer and the company’s principal officer and principal accounting officer.