Interactive Strength, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31,2025

OR

Commission File Number 001-41610

(Exact name of Registrant as specified in its Charter)

Registrant’s telephone number, including area code: (512)885-0035

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on June 30, 2025, was $8,228,724.

The number of shares of Registrant’s Common Stock outstanding as of March 27, 2026 was 2,057,018.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2026 Annual Meeting of Stockholders, which is expected to be filed no later than 120 days after the end of our last fiscal year ended December 31, 2025 are incorporated by reference in Part III of this Form 10-K.

Table of Contents

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties. All statements contained in this annual report on Form 10-K other than statements of historical fact, including statements regarding our future financial performance, our growth strategy, our objectives for future operations and industry trends, are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “can,” “may,” “intend,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” the negative of these terms, and other comparable terminology that convey uncertainty of future events or outcomes. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business and in the industry in which we operate. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including those factors discussed under “Risk Factors.” Forward-looking statements include, but are not limited to, statements regarding:

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our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit, operating expenses, including changes in research and development, sales and marketing, and general and administrative expenses (as well as any components of the foregoing), and our ability to achieve and maintain profitability;

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our business model, growth strategy and our ability to effectively manage our growth, the factors which may affect our performance and the potential impact thereof and the potential significance and impact of our key operational and business metrics;

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anticipated trends, growth rates, and challenges in our business and the markets in which we operate;

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our market opportunity, including potential or anticipated growth of the fitness and wellness industry, including the smart home gym and connected fitness sector of this industry;

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our internal estimates as to our market opportunities, including our total addressable market;

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market acceptance of our Connected Fitness hardware and services;

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beliefs and objectives for future operations, products, and services;

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our ability to maintain and increase sales of our CLMBR vertical climbing machine ("CLMBR") and FORME Studio equipment and Wattbike fitness products, increase memberships to the Wattbike, CLMBR and FORME platforms, and expand our product and service offerings;

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our ability to attract and retain qualified trainers, including personal trainers, and to contract with fitness instructors and other content production personnel;

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our expectations regarding potential changes to our membership or pricing models or to our products and services;

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our plans to expand our commercial and corporate wellness customer base;

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our ability to develop new content, features, equipment, and other services to integrate with or complement the CLMBR, FORME and Wattbike platforms and bring them to market in a timely manner;

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our expectations regarding content costs included in our products and services;

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the effects of seasonal trends on our results of operations;

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our expectations concerning relationships with third-party manufacturers, suppliers, content providers, ecosystem partners, and other third parties, as well as current and potential strategic relationships;

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our expectations regarding our manufacturing and supply chain, including any defects or warranty claims;

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our ability to maintain, protect, and enhance our intellectual property;

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our international expansion plans and ability to continue to expand internationally;

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the effects of increased competition in our markets and our ability to compete effectively;

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our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

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economic and industry trends, projected growth, or trend analysis;

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our liquidity position, capital requirements and need for additional financing;

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our expectations regarding the impact of general economic conditions and geopolitical events;

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our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act and as a smaller reporting company; and

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the imposition of new tariffs or changes in existing tariff rates.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this annual report on Form 10-K. These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this annual report on Form 10-K.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and under similar headings in our most recent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward- looking events and circumstances discussed in this annual report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.

You should refer to the “Risk Factors” section of this annual report on Form 10-K for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. We cannot assure you that the forward-looking statements in this annual report on Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this annual report on Form 10-K and any annual report on Form 10-K relate only to events as of the date of hereof or thereof. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this annual report on Form 10-K to conform these statements to actual results or to changes in our expectations, except as required by law.

You should read this Annual Report on Form 10-K and the documents that we reference herein and have filed or incorporated by reference hereto completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

We, and in certain cases through our subsidiaries, have obtained trademarks for Wattbike, CLMBR and FORME LIFE, which trademarks are our property. This 10-K also contains references to our trademarks and trademarks belonging to other entities, which trademarks remain the property of such other entities. Solely for convenience, trademarks and trade names referred to in this Annual Report on 10-K, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply relationships with, or endorsement or sponsorship of us by, any other companies.

SUMMARY RISK FACTORS

Before you invest in our common stock, you should carefully consider all of the information in this annual report on Form 10-K, including matters set forth under “Risk Factors.” These risks include, but are not limited to, the following:

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We have incurred operating losses in the past, expect to incur operating losses in the future, and may not achieve profitability, or, if we achieve profitability, be able to maintain it in the future.

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Our past financial results may not be a reliable indicator of our ability to successfully establish our product and service offerings in the marketplace, or of our future performance, and our revenue growth rate is likely to slow as our business matures.

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We have a limited operating history with which to evaluate and predict the profitability of our subscription model, and any new revenue models we may introduce in the future may be unsuccessful.

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Our negative cash flows from operations, history of losses, and significant accumulated deficit raise substantial doubt about our ability to continue as a “going concern.”

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If we fail to compete successfully, we may fail to obtain a meaningful market share, which in turn would harm our business, financial condition, and results of operations.

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Our results of operations and other financial and non-financial business metrics may fluctuate from period to period due to a variety factors, and as a result, our results from any prior periods, or any historical trends reflected in such results, should not be viewed as indicative of our future financial or operating performance.

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We derive a significant majority of our revenue from sales of our Wattbike, CLMBR and FORME Studio equipment and if sales of these products decline, it would materially and negatively affect our future revenue and results of operations.

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Our membership revenue is largely dependent on our ability to sell our Wattbike, CLMBR and FORME Studio equipment.

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Our results of operations could be adversely affected if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory.

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If we are unable to sustain competitive pricing levels for our premium connected fitness hardware products and memberships to the Wattbike, CLMBR and FORME platforms, our business could be adversely affected.

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Changes in how we market our products and services could adversely affect our marketing expenses and membership levels.

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The market for our products and services is still in the early stages of growth and if the market does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, or if our products and services do not gain market acceptance, our business, financial condition, and results of operations may be adversely affected.

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Our revenue could decline if customers are no longer able to finance their purchases of our products due to changes in credit markets and decisions made by credit providers.

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We may be unable to attract and retain members, which could have an adverse effect on our business and rate of growth.

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If we are unable to attract or otherwise retain health coaches and personal trainers, as well as fitness instructors, including to produce and provide fitness content on our platforms, our business, financial condition, and results of operations could be harmed.

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If we fail to cost-effectively attract new members, provide high-quality member support, or increase utilization of the Wattbike, CLMBR and FORME platforms by existing members, our business, financial condition, and results of operations could be harmed.

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Changes to our pricing methodologies or business model could adversely affect our ability to attract or retain members as well as qualified personal trainers, health coaches, and fitness instructors.

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If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative, and updated products, fitness content and services in a timely manner or effectively manage the introduction of new or enhanced products, fitness content and services, our business may be adversely affected.

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If we fail to successfully expand our commercial and corporate wellness business, it could negatively impact our ability to grow our business and gain market share.

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If we are unable to manage our growth effectively, our brand, company culture, and financial performance may suffer.

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If our marketing efforts are not effective, our ability to grow our business and maintain or expand our market share could suffer.

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Design, manufacturing, and other defects in our products, or technical or performance issues related to our products or services, or similar events may result in claims against us and may cause us to incur significant additional expense to address these issues, and our liability insurance may not be adequate to cover any or all such costs.

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The failure or inability of our contract manufacturers to comply with the specifications and requirements of our products could result in a product recall, which could adversely affect our reputation and subject us to significant liability should the use of any of our products cause or be claimed to cause physical harm.

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If we fail to establish and expand our strategic partnerships within the fitness and wellness industries or across the hospitality, medical, sports and design industries, our ability to increase market share and grow our business may suffer.

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We face risks, such as unforeseen costs and potential liability, in connection with content we acquire, produce, license, or distribute through our service.

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We face certain risks related to the interaction of our members, trainers, and fitness instructors.

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We rely on a limited number of suppliers, manufacturers, and logistics partners for our CLMBR, FORME and Wattbike fitness equipment and are subject to risks related to increases in component and equipment costs, long lead times, supply shortages, and supply changes.

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Our payments system depends on third-party providers and is subject to evolving laws and regulations.

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Any major disruption or failure of our information technology systems or websites, or our failure to successfully implement upgrades and new technologies effectively, could adversely affect our business and operations.

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Any disruption of our use of these third-party services, including those we use for computing, storage, processing, and similar services, could have an adverse effect on our business, financial condition, and results of operations.

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If we experience any adverse change to, loss of, or claim that we do not hold necessary licenses to the music or other content included in our fitness content or otherwise accessible on our platform, it may have an adverse effect on our business, financial condition, and results of operations.

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Our member engagement on mobile devices depends upon effective operation with mobile operating systems, networks, and standards that we do not control.

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We rely on third parties to drive traffic to our website, and these providers may change their algorithms or pricing in ways that could damage our business, operations, financial condition, and prospects.

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We may not be able to accurately predict our future capital needs and may incur significant expenditures, and we may not be able to obtain additional financing to fund our operations.

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If we do not remediate the material weaknesses identified in our internal control over financial reporting, or if we fail to establish and maintain effective internal control, we may not be able to accurately report our financial results or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in the market price of our Common Stock.

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We face risks related to intellectual property, privacy, cybersecurity, infrastructure, tax, and accounting matters, as well as risks related to our international operations and other regulatory matters, including contractor classification, export control, anti-corruption, environmental, ESG, and climate change.

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We face risks related to being a public company, including delisting of Common Stock from Nasdaq if we fail to meet continued listing requirements, as well as general risks, including those related to economic conditions, dependence on key personnel, acquisition-related matters and litigation, among others.

Part I

Our Purpose

We are an operationally-focused acquirer targeting businesses with strong underlying fundamentals within industries that benefit from long-term secular growth trends. We pursue asymmetric opportunities where assets are undervalued or where structural changes have created attractive entry points, allowing us to acquire high-quality businesses with stable demand drivers, strong market positioning, and differentiated product offerings. Our approach is to provide both long-term financial support and operational expertise to build value at the asset-level and generate attractive returns on invested capital. In addition, our public company structure provides differentiated access to capital markets and flexibility to structure transactions in ways that align purchase consideration to underlying value creation targets.

To date, we have invested in the fitness equipment sector leveraging hardware, software and content to deliver highly engaging and versatile workout experiences across both commercial and in-home markets. As of December 31, 2025, our portfolio consisted of three premium brands; Wattbike, CLMBR and FORME, each of which combines industry-leading engineering and design with world-class technology and fitness programming.

Our company has one reportable business segment, the development and sale of its connected fitness equipment and technology platform.

Who We Are

Interactive Strength Inc. ("we", "us" or the "Company") is a public company focused on accelerating growth through acquisitions and deploying capital into business sectors that are misunderstood or undervalued. We look for value creation opportunities via strategic repositioning, margin expansion, sales channel diversification, balance sheet optimization and portfolio enhancement. Assets in unique situations where complexity or volatility exist present an opportunity in which valuations can be well below intrinsic value.

At December 31, 2025, our portfolio consisted of three leading brands serving the commercial and at-home markets with specialty fitness equipment and virtual training, Wattbike, CLMBR and FORME:

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Wattbike, acquired in July of 2025, 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.

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CLMBR offers a premium 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.

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FORME delivers strength, mobility, and recovery training through immersive content, commercial-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.

The combination of technology with expert training leads to better outcomes for both consumers and trainers alike. Wattbike, FORME and CLMBR each offers unique fitness solutions for both the commercial and at-home markets.

WATTBIKE

Wattbike is recognized as an indispensable tool across nearly every corner of elite sport. Strength and conditioning coaches and performance staff have woven Wattbike into their daily programs because its metrics and reliability consistently meet the demands of professionals operating at the highest level. Professional teams that rely on Wattbike technology and data to enhance performance include:

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Premier League

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NBA

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NFL

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NHL

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Formula One

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MLS (Major League Soccer)

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UFC

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U.S. BMX National Team

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Team USA (Olympic Cycling)

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USTA (United States Tennis Association)

We believe that Wattbike's continued evolution and recent product launches position us to capture a significantly larger share of the global fitness market. Wattbike has built a comprehensive range of indoor performance bikes, and in recent years has expanded beyond elite training environments with new products developed to be used by anyone, anywhere. Whether in a professional strength and conditioning facility, boutique fitness studio, hotel fitness center or home gym, Wattbike delivers the same precision metrics and durability that made it a favorite at the highest levels of sport.

CLMBR

Through the CLMBR brand, we offer a vertical climbing machine that delivers a proven full-body cardio and strength workout, but with a design and content platform that makes the workout mass appealing and accessible to all fitness levels. A workout that has long been exclusive to celebrities and professional athletes with personal trainers can now be accessed by anyone. The patented open central design and content platform provides a vertical climbing experience that is unlike any other. CLMBR offers two display options: a 21” touch screen and a 10” touch screen – making it suitable for any commercial fitness application, both self-directed and instructor-directed environments, from large health clubs to boutique training studios. With its low impact and ergonomic movement, CLMBR is safe and accessible for most ages and levels of ability and can be found at gyms and fitness studios, hotels, physical therapy facilities and residential homes.

FORME

Through the FORME brand, we offer two connected hardware products, the FORME Studio (fitness mirror) and the FORME Studio Lift (fitness mirror and cable-based digital resistance). The FORME products are designed to provide a more integrated and immersive experience than similar products currently on the market. The FORME Studio features a 43-inch 4K ultra high definition (“UHD”) touchscreen display, which is among the largest and highest definition screens in the connected fitness equipment market, as well as two front-facing 12 megapixel (“MP”) wide angle cameras designed to facilitate seamless live interaction with a trainer. The FORME Studio Lift is an add-on to the FORME Studio and features two cable-based resistance arms that can provide up to 100 pounds of resistance per arm. Our products ship with a set of premium accessories that are included with purchase. We also offer add-on accessories, including our barre, a unique accessory that attaches to the FORME Studio or FORME Studio Lift and enables members to incorporate a wooden ballet barre into their barre routines. FORME is predominately focused on the B2B channel where its products serve customers in a variety of settings, including multifamily buildings, hotels, country clubs, universities and performance centers.

Recent Developments

Sportstech Settlement

On February 10, 2025, we, Sportstech Brands Holding GmBH ("Sportstech") and Mr. Ali Ahmad, the sole shareholder of Sportstech, entered into a Binding Transaction Agreement (the “Agreement”), pursuant to which we were to acquire Sportstech in a transaction (the “Transaction”) comprised of an initial investment and three optional investment tranches.

In anticipation of a Transaction closing during fiscal year 2025, we made a series of disbursements totaling $5.0 million under a term loan facility to Sportstech during the year ended December 31, 2025 to support its working capital needs and growth plans. The loan was secured by 100% of the equity interests in Sportstech and personally guaranteed by Mr. Ahmad, and was due to be paid back to us if the Transaction did not close by December 30, 2025. The Transaction did not close as the we and Sportstech were unable to come to terms on a final subscription and shareholders' agreement, and the loan was not paid back at the maturity date. The balance on the loan receivable from

Sportstech as of December 31, 2025, including accrued interest and fees, was $6.6 million, which is recorded on our balance sheet as of December 31, 2025.

We pursued several legal options available to us in order to recover the loan receivable, including enforcement of the personal guarantee by Mr. Ahmad, and forcing a public auction of the equity interests in Sportstech in accordance with German law. On March 4, 2026, we and Sportstech settled the outstanding balance and we received $6.4 million in cash.

Acquisition

On February 18, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ergatta, Inc., a Delaware corporation ("Ergatta"), Ergatta Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Tom Aulet, solely in his capacity as the securityholders’ representative (the “Securityholders’ Representative”), pursuant to which Merger Sub will merge with and into Ergatta (the “Merger”), with Ergatta surviving as a wholly owned subsidiary of the Company. At the effective time of the Merger, each issued and outstanding share of preferred stock of Ergatta (other than excluded and dissenting shares) will be cancelled and converted into the right to receive, subject to the terms of the Merger Agreement, (i) cash consideration of up to $7,000,000 paid to Ergatta's stockholders, consisting of: (a) $1,750,000 to be paid at the closing of the Merger (the “Closing”); (b) $1,750,000 in deferred cash evidenced by a senior secured promissory note to be delivered at the Closing and maturing on April 30, 2027; and (c) up to $3,500,000 to be payable on April 30, 2027, as provided by the calculations, formulas, and other procedures set forth in the Merger Agreement; and (ii) up to $9,500,000 worth of shares of Series D Preferred Stock (as defined below) to be issued to Ergatta's stockholders. Additionally, we will issue equity incentives to certain members of Ergatta's senior management, consisting of (i) up to $2,000,000 worth of shares of Series D-2 Preferred Stock (as defined below); and (ii) up to $1,000,000 worth of shares of Series D-3 Preferred Stock (as defined below). The Merger closed on March 11, 2026.

Upon closing, we filed a certificate of designation with the Secretary of State of the State of Delaware, creating three new series of preferred stock designated as (i) Series D-1 Convertible Preferred Stock, par value $0.0001 per share (“Series D-1 Preferred Stock”) and designating 4,750,000 shares thereof, (ii) Series D-2 Convertible Preferred Stock, par value $0.0001 per share (“Series D-2 Preferred Stock”) and designating 1,000,000 shares thereof, and (iii) Series D-3 Convertible Preferred Stock, par value $0.0001 per share (“Series D-3 Preferred Stock,” collectively with Series D-1 Preferred Stock and Series D-2 Preferred Stock, “Series D Preferred Stock”) and designating 500,000 shares thereof. Series D Preferred Stock shall have no voting rights, other than any vote required by law or the Company’s Certificate of Incorporation. Series D-1 Preferred Stock and Series D-2 Preferred Stock shall convert into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) on May 3, 2027. Series D-3 Preferred Stock shall convert to shares of Common Stock on May 1, 2028.

At the Closing, we entered into a registration rights agreement with the Securityholders' Representative, on behalf of the parties entitled to receive equity consideration under the Merger Agreement, pursuant to which we granted customary registration rights with respect to equity consideration issuable under the Merger Agreement.

Reverse Stock Split

On February 23, 2026, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (the "Common Stock"), at a rate of 1-for-10 (the “February 2026 Reverse Stock Split”), effective on February 24, 2026.

As a result of the February 2026 Reverse Stock Split, every ten pre-split shares of Common Stock were combined into one share of Common Stock, resulting in a reduction in the number of shares of the Company's outstanding Common Stock from 17,984,137 shares to 1,798,406 shares. Proportionate adjustments were made to the number of shares of Common Stock underlying our outstanding equity awards, and warrants, and the number of shares issuable under our equity incentive plans, convertible notes and other existing agreements, as well as their corresponding exercise or conversion price, as applicable. There was no change to the number of authorized shares or the par value per share of our Company's common stock. All share and per share information, including earnings per share, in this Form 10-K have been retroactively adjusted to reflect the February 2026, June 2025, November 2024 and June 2024 Reverse Stock Splits.

Growth Strategies

Execute disciplined and accretive M&A strategy

We pursue attractive M&A opportunities in industries and sectors with favorable long-term fundamentals, where acquisitions can provide revenue diversification and financial and operational scale to the Company. Our team brings significant experience in M&A transactions across numerous sectors, and our ability to evaluate opportunities across a broad range of industries provides greater optionality and increases the probability of successful M&A execution and long-term value creation. We take a disciplined approach to M&A, focusing on managing downside risk while retaining significant upside and opportunistically utilize both equity and debt to fund acquisitions as well as further growth.

We acquired CLMBR in February 2024, Wattbike in July 2025 and Ergatta in March 2026. We expect that we will be able to acquire additional revenue-generating businesses that would generate higher earnings and cashflow through synergies with our existing business.

Expand into new geographies

We intend to expand the international reach of our existing assets by leveraging in-market relationships and sales infrastructure across the brands in our portfolio. For example, with Wattbike, based in the United Kingdom, we are currently evaluating potential expansion of those products into the US, where FORME, CLMBR and Ergatta have well-established routes to market in both the commercial and residential sectors, although we have not yet made any definitive plans regarding such expansion or the potential timing thereof. We plan to pursue disciplined international expansion by targeting countries with sound macroeconomic conditions, favorable growth trends and stable regulatory environments and, importantly, those where we have footholds and low-risk routes to market through our existing brand relationships and in-market presence.

Value Proposition

Publicly traded equity and Nasdaq-listed infrastructure

We are one of the few companies in our industry with a public currency, which we believe makes us an attractive acquiror. Being a publicly traded company gives us a competitive advantage in terms of flexibility and scope when structuring transactions for acquisitions or other strategic combinations. Our approach is to fund acquisitions with a significant portion of stock and utilize earn-outs to align and incentivize future performance. In addition, our public company listing on Nasdaq positions us well for potential strategic alternatives including business combinations.

Proven track record of company acquisitions

Since 2024, we have successfully acquired and integrated two companies that have been transformative to the Company, increasing our footprint and capabilities, and the integration of Ergatta is well underway. As a result, we have realized synergies in the form of both revenue and cost savings. We have also identified numerous targets within our M&A pipeline that could be attractive acquisition candidates in the future.

Strategic relationships

A key component of our strategy is to establish and expand strategic partnerships within both the fitness industry as well as other industries to help accelerate the expansion and growth of our business. To date, we focused on building strategic relationships in the fitness space, primarily through brand collaborations. One relationship that is of particular high value, is our distribution relationship with Woodway USA ("Woodway"). Woodway is currently the exclusive commercial distributor of CLMBR and also sells Wattbike and FORME products to their commercial partners around the world. We have also developed, and intend to continue to develop and expand, relationships with companies across other industries.

Intellectual Property

Our success depends in part upon our ability to obtain and maintain patent and other intellectual property protection with respect to our products and the technology we develop. We rely on a combination of patents, copyrights, trademarks, trade secrets, confidentiality procedures, and contractual commitments, to protect our intellectual property and proprietary know-how.

Patents

As of December 31, 2025, we owned (i) 50 issued patents and/or pending applications in the United States and (ii) 202 issued patents and 9 pending patent applications in foreign jurisdictions. The inventions covered by our patent and patent application portfolio primarily relate to various hardware and software inventions that may or may not be embodied in our current or future products. The issued United States patents are expected to expire between 2036 and 2040. We periodically review our development efforts to assess the existence and patentability of new intellectual property. We expect to continue to file patent applications in the United States and abroad covering technologies and products considered to be important to our business. We seek to protect proprietary technology related know-how that is not covered by our patent portfolio as trade secrets through contracts and policies to the extent that we believe it to be beneficial and cost-effective.

Trademarks

As of December 31, 2025, we owned (i) nine registered trademarks in the United States; (ii) five registered trademarks in various states; and (iii) 84 trademark grants of protection in foreign jurisdictions. We expect to continue to file trademark applications in the United States and abroad covering trademarks considered to be important to our business.

Trade Secrets and Other Intellectual Property

In addition to patent protection, we also rely on other proprietary rights and contractual obligations, including protection of trade secrets and other proprietary information that is not patentable or that we elect not to patent (for example, where we may not believe patent protection of a specific product or technology is critical to our business strategy at the time). We rely on contractual protections with our customers, suppliers, employees, consultants, and contractors, and we implement security measures designed to protect our intellectual property, including trade secrets. For example, all employees and consultants are generally required to execute confidentiality and invention assignment agreements in connection with their employment and consulting relationships with us, except with respect to content produced pursuant to specific strategic partnerships. However, we cannot guarantee that we have entered into such agreements with every such party, and we may not have adequate remedies in case of a breach of any such agreements.

Monitoring Unauthorized Use of Intellectual Property

Monitoring unauthorized use of our intellectual property is difficult and costly. Despite our efforts to protect our intellectual property, unauthorized parties may still copy, misappropriate, or otherwise obtain and use our software, technology, or other information that we regard as our proprietary intellectual property.

In the ordinary course of our business, we may become party to disputes involving intellectual property rights. Depending on the situation, we may defend our position, seek to negotiate a license or engage in other acceptable resolution that is appropriate to our business. See“Risk Factors – Risks Related to Our Intellectual Property.”

Competition

The fitness industry, including the smart home gym and connected fitness industry, is highly competitive. We face significant competition from multiple industries and exercise verticals, including at-home fitness equipment and content, fitness clubs, in-studio fitness classes, in-person personal training, and health and wellness apps. We expect the competition in our industry to intensify in the future as new and existing competitors introduce new or enhanced products and services that compete with ours.

Our competitors may develop, or have already developed, products, features, content, services, or technologies that are similar to ours or that achieve greater acceptance, may undertake more successful product development efforts, create more compelling employment opportunities, or marketing campaigns, or may adopt more aggressive pricing policies. Our competitors may also develop or acquire, or have already developed or acquired, intellectual property rights that significantly limit or prevent our ability to compete effectively. In addition, our competitors may have significantly greater resources than us, allowing them to identify and capitalize more efficiently upon opportunities in new markets and consumer preferences and trends, quickly transition and adapt their products and services, devote greater resources to marketing and advertising, or be better positioned to withstand substantial price competition. Current and potential competitors have established or may establish financial and strategic relationships between themselves or with our existing or potential customers, manufacturing partners, or other third parties. Any of the foregoing may enable our current and future competitors to better withstand adverse economic or market conditions.

We believe that we provide a compelling, cutting-edge and engaging service to our customers, which we believe provides us with a competitive advantage versus traditional fitness and wellness products and services, and future entrants. We believe we are competitive with other industry participants principally as a result of the following factors:

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Superior and compelling product offerings: We compete with producers of fitness products and strive to ensure that our platform provides innovative and engaging features, content, technologies, and user-friendly features.

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Member engagement and support: We compete for customers to subscribe to the platform and to retain them through superior member support and engagement.

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Talent: We compete for talent in technology, media, fitness, design, logistics, music, marketing, finance, legal, and retail. As our platform is highly dependent on technology and software, we require a significant base of engineers to continue innovating.

In addition, other competitive factors in our industry include:

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total cost;

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manufacturing efficiency;

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enhanced products and services;

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content originality;

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product quality and safety;

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competitive pricing policies and practices;

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product innovation;

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market vision;

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sales and marketing strategies;

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technological advances; and

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brand awareness and reputation.

We believe we compete favorably among competitors across all of these factors.

Human Capital Resources

General

As of December 31, 2025, we had 72 full-time employees, including 47 employees at our Wattbike subsidiary in the UK and 4 full-time equivalent employees located in Taiwan across manufacturing and supply chain functions. We consider relations with our employees to be good and have never experienced a work stoppage. None of our employees are either represented by a labor union or subject to a collective bargaining agreement. We also engage fitness instructors and fitness content production personnel on an independent contractor basis. Our utilization of independent contractors fluctuates significantly depending on several factors, including the growth of, and demand for new fitness content by, our member base.

Employee Relations

Our core philosophy is that our employees are our most important resource, dedicating their talents, time, and professional reputations to the Company. Our success has been built on attracting, motivating, and retaining a talented and driven workforce, particularly on our research and development teams, but also our senior management and support personnel. We have a diverse workforce that represents many cultures and we celebrate our diversity by fostering inclusion across our organization. Diversity is both a priority and strength of our company. Our employee base reflects diversity in backgrounds and experiences and each employee contributes different perspectives, ideas, strengths, and abilities to our business. Our training and development program focuses on a harassment-free workplace and diversity topics, as well as ethics and compliance. We consider our global employee relations to be good.

We offer competitive benefits tailored to local markets and laws and that are designed to support employee health, welfare and retirement; examples of such benefits include paid time off; remote working/work from home flexibility, 401(k), basic and voluntary life, disability and supplemental insurance; medical, dental and vision insurance; and flexible spending accounts.

Our compensation structure is intended to align incentives with the success of our company as a whole. This includes our executives, whose incentives are generally the same as the rest of our employees. We believe that this fosters harmony within the Company, as all teams are working together towards the same goals. For more details regarding our executive compensation, see“Item 11. Executive Compensation.”

We comply with applicable laws and regulations regarding workplace safety and are subject to audits by entities such as OSHA in the United States.

We rely on third parties to manufacture our products and require our suppliers to maintain a safe work environment.

Government Regulation

General

We are subject to many varying laws and regulations, including in the United States, the United Kingdom, and the European Union, including those related to privacy, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, messaging, rights of publicity, health and safety, employment and labor, product liability, accessibility, competition, and taxation. These laws often require companies to implement specific information security controls to protect certain types of information, such as personal data, “special categories of personal data” or health data. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in a manner that could harm our current or future business and operations. In addition, it is possible that certain governments may seek to block or limit our products and services or otherwise impose other restrictions that may affect the accessibility or usability of any or all of our products and services for an extended period of time or indefinitely. We have implemented compliance programs and processes, including with respect to export regulation, anti-bribery and anti-corruption, privacy, and cybersecurity. To date, our compliance with these regulations has not had a material impact on our results of operations.

Export Regulation and Anti-Corruption Compliance

Our business activities are also subject to various restrictions under U.S. export control and similar laws and regulations, as well as various economic and trade sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control, which prohibit or restrict the provision of products and services to embargoed jurisdictions and sanctioned persons. Further, various countries regulate the import of certain technology and have enacted or could enact laws that could limit our ability to provide customers with our products in those countries.

We are also subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies, their employees, and their intermediaries from directly or indirectly authorizing, offering, providing, and/or accepting improper payments or other benefits for improper purposes. Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and expand operations into new jurisdictions. New legislation or regulations, the application of laws from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the fitness industry generally could result in significant additional compliance costs and responsibilities for our business.

Privacy

We are, and could become, subject to a variety of local, state, national and international laws, directives, and regulations that apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data in the different jurisdictions, and which sometimes conflict among the various jurisdictions and countries in which we operate. As we expand our business internationally, we expect to become subject to data privacy and security laws in additional jurisdictions. Data privacy laws and regulations, including, but not limited to, the California Privacy Rights Act ("CPRA") and the California Consumer Privacy Act ("CCPA"), as well as the General Data Protection Regulation ("GDPR") and its equivalent in the United Kingdom, pose increasingly complex compliance challenges, which may increase compliance costs. Any failure to comply with data privacy laws and regulations could result in significant penalties.

The CCPA requires, among other things, that covered companies provide disclosures to California consumers and affords such consumers with certain rights, including the ability to opt out of certain sales of their personal information. The CCPA prohibits discrimination against individuals who exercise their privacy rights and provides for civil penalties for violations, as well as a private right of action in certain circumstances. Additionally, the CPRA, which became effective in most material respects starting on January 1, 2023, further expands the CCPA with additional compliance requirements that may impact our business and establishes a regulatory agency dedicated to enforcing the CCPA and CPRA. In addition, we may be subject to other new data privacy laws, such as the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act and the Utah Consumer Privacy Act in the United States (all of which went into effect in 2023) as well as the European Union Regulation on Privacy and Electronic Communications (or ePrivacy Regulation). Further, in the United States, emerging state data privacy laws may encourage other states and the federal government to pass comparable legislation, introducing the possibility of greater penalties and more rigorous compliance requirements.

The GDPR regulates the collection, control, sharing, disclosure, use, and other processing of data that can directly or indirectly identify a living individual that is a resident of the European Union and imposes stringent data protection requirements with significant penalties and the risk of civil litigation, for noncompliance. Moreover, following the UK’s exit from the European Union, the GDPR was transposed into the UK GDPR. However, a risk of divergent parallel regimes (and related uncertainty) exist. We cannot predict how the GDPR, the UK GDPR, or other UK or international data protection laws or regulations may develop or impact our business if and when we become subject to such laws and regulations, nor can we predict the effects of divergent laws and related guidance.

We strive to comply with all applicable laws and regulations relating to privacy, data security, and data protection. However, governments are continuing to focus on privacy and data security, and it is possible that new privacy or data security laws will be passed, or existing laws will be amended in a way that is material to our business. Any significant change to applicable laws, regulations, or industry practices could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business. Any inability to adequately address data privacy or data protection, or other information security-related concerns, even if unfounded, or to successfully negotiate privacy, data protection or information security-related contractual terms with customers, or to comply with applicable laws, regulations and policies relating to privacy, data protection and information security, could result in additional cost and liability to us, harm our reputation and brand, and could negatively impact our business, financial condition, and results of operations.

Product Safety

We are or may become subject to a variety of laws and regulations in the United States and abroad regarding the safety of our products. These laws and regulations are continuously evolving and developing. In particular, fitness equipment sold for home use is regulated in the United States by the Consumer Product Safety Commission. Safety-related information that we learn about our products from any source may trigger federal reporting obligations that could lead to product safety investigations, corrective actions, enforcement actions, and civil or criminal penalties. To protect the health and safety of our users and mitigate these risks, we obtain relevant safety testing on our products and maintain all necessary product qualifications.

We are in the process of designing and implementing a security program consisting of policies, procedures, and technology intended to maintain the security and integrity of our information, systems and networks. Among other things, the program includes controls designed to limit access to systems, networks, and data, prevent unauthorized access or modification, and monitor for threats.

Environmental, Health, and Safety

We and our third-party manufacturers and suppliers are, and could become, subject to a wide range of international, federal, state, provincial, and local governmental regulations directed at preventing or mitigating environmental harm, as well as to the storage, discharge, handling, generation, disposal and labeling of toxic or other hazardous substances. Although we outsource our manufacturing, the manufacturing of our products by our third-party manufacturers and suppliers require the use of hazardous materials that similarly subject these third parties, and therefore our business, to such environmental laws and regulations. Our failure or the failure of these third parties to comply with these laws or regulations can result in regulatory, civil, or criminal penalties, fines, and legal liabilities, suspension of production, alteration of manufacturing processes, including for our products, reputational damage, and negative impact on our operations or sales of our products and services. Increased compliance costs by our third-party manufacturing partners may also result in increased costs to our business. Our business and operations are also subject to health and safety laws and regulations adopted by government agencies such as OSHA. Although we believe we are in material compliance with applicable law concerning matters relating to health, safety, and the environment, the risk of liability relating to these matters cannot be eliminated completely. To date, we have not incurred significant expenditures relating to environmental compliance nor have we experienced any material issues relating to employee health and safety.

See“Risk Factors – Risks Related to Privacy, Cybersecurity, and Infrastructure” and“Risks Related to Regulatory Matters – Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition, and results of operations” and“– We and our third-party manufacturers and suppliers are, or could become, subject to environmental, health, and safety laws, which could increase our costs, restrict our operations and require expenditures that could have a material adverse effect on our business, financial condition, and results of operations.”