Interactive Strength (NASDAQ: TRNR) settles loan shortfall with Series C preferred

Rhea-AI Filing Summary

Interactive Strength Inc. entered into a Settlement Agreement with Vertical Investors, LLC to resolve obligations tied to a prior loan and equity exchanges. The company had a Total Loan Exchanged Amount of approximately $8,735,523 and a Net Trade Value of $2,176,509 as of March 31, 2026.

To settle the $2,176,509 Net Trade Value, the company issued 1,088,255 shares of Series C Preferred Stock to the lender. Following this issuance, the lender held 2,623,176 Series C Preferred shares, consolidating the lender’s position in preferred equity rather than a cash payment.

Insights

Capital structure & credit analyst

Interactive Strength settles loan-related shortfall using Series C preferred shares instead of cash.

Interactive Strength previously entered into a Credit Agreement for a term loan of $7,968,977.74 and later exchanged portions of this loan into equity under several agreements. A Restoration Agreement required the company to make the lender whole if equity sale proceeds were below the exchanged loan amount.

As of March 31, 2026, the Total Loan Exchanged Amount was about $8,735,523, while the lender’s Net Trade Value from security dispositions was $2,176,509. The company satisfied this Net Trade Value obligation by issuing 1,088,255 Series C Preferred shares rather than paying cash, which preserves liquidity but increases preferred equity outstanding.

After the transaction, the lender held 2,623,176 Series C Preferred shares. The economic impact will depend on the rights and preferences of this preferred class, such as dividends, conversion terms, and ranking, which are referenced but not detailed here and would typically be outlined in the underlying preferred stock documentation.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

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.

Key Figures

Original loan principal: $7,968,977.74 Loan converted to Series A Preferred: $3,000,000 Total Loan Exchanged Amount: $8,735,523 +4 more

7 metrics

Original loan principal $7,968,977.74 Term loan under Credit Agreement with Vertical Investors, LLC

Loan converted to Series A Preferred $3,000,000 Converted into 1,500,000 Series A Preferred shares on February 1, 2024

Total Loan Exchanged Amount $8,735,523 Amount of loan principal plus interest exchanged as of March 31, 2026

Net Trade Value $2,176,509 Proceeds from dispositions of related securities as of March 31, 2026

Series C Preferred shares issued 1,088,255 shares Issued to pay the $2,176,509 Net Trade Value

Lender’s Series C Preferred holdings 2,623,176 shares Total Series C Preferred owned by Vertical Investors after settlement

Series A Preferred shares issued 1,500,000 shares Issued upon conversion of $3.0 million of the loan

Key Terms

Credit Agreement, Loan Restoration Agreement, Net Trade Value, Total Loan Exchanged Amount, +2 more

6 terms

Credit Agreement financial

"entered into a Credit Agreement (the “Credit Agreement”) with Vertical Investors, LLC"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

Loan Restoration Agreement financial

"the Company entered into a Loan Restoration Agreement (the “Restoration Agreement”) with the Lender"

Net Trade Value financial

"the aggregate amount of funds, the “Net Trade Value”) received by the Lender"

Total Loan Exchanged Amount financial

"the Total Loan Exchanged Amount was approximately $8,735,523"

Series C Preferred Stock financial

"issued 1,088,255 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.

Section 4(a)(2) regulatory

"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.

Understanding 8-K Material Events →

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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): March 31, 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 Borrower 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 Borrower 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, Borrower 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 March 31, 2026 (the date through which the Net Trade Value was calculated), the Total Loan Exchanged Amount was approximately $8,735,523 and the Net Trade Value was $2,176,509.

On March 31, 2026, the Company and the Lender entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the Company issued 1,088,255 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 $2,176,509 Net Trade Value.

Following the issuance of the Series C Preferred Shares, the Lender owned 2,623,176 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 March 31, 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:	April 3, 2026	By:	/s/ Caleb Morgret
			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

FAQ

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

Interactive Strength entered a Settlement Agreement with Vertical Investors, LLC. It issued 1,088,255 Series C Preferred shares to satisfy a $2,176,509 Net Trade Value obligation tied to prior loan and equity exchange arrangements.

How large was the original loan to Interactive Strength Inc.?

The company received a term loan with an original principal of $7,968,977.74 from Vertical Investors, LLC. Portions of this loan were later exchanged into preferred and common equity under various agreements referenced in the disclosure.

What are the Total Loan Exchanged Amount and Net Trade Value for TRNR?

As of March 31, 2026, the Total Loan Exchanged Amount was approximately $8,735,523. The lender’s Net Trade Value from disposing of securities received in those exchanges was $2,176,509, which the company settled using Series C Preferred shares.

How many Series C Preferred shares did TRNR issue in the settlement?

Interactive Strength issued 1,088,255 Series C Preferred shares to Vertical Investors, LLC as payment of the $2,176,509 Net Trade Value, instead of a cash payment, under the March 31, 2026 Settlement Agreement between the parties.

How many Series C Preferred shares of TRNR does the lender now own?

Following the settlement, Vertical Investors, LLC owned 2,623,176 shares of Interactive Strength’s Series C Preferred Stock. This reflects the lender’s cumulative holdings of that preferred class after issuance of the 1,088,255 new shares.

Was TRNR’s issuance of Series C Preferred Stock registered with the SEC?

The issuance of the 1,088,255 Series C Preferred shares to Vertical Investors, LLC was not registered. It relied on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, covering certain private offerings.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 45.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB