Skip to main content

Interactive Strength, Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

TRNR$1.23+0.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 16. Form 10-K Summary

None.

Exhibit Index

ExhibitNumberDescription
2.1†Agreement for the Sale and Purchase of the Entire Issued Share Capital and Loan Notes of Wattbike (Holdings) Limited, dated as of April 8, 2025, by and among Interactive Strength Inc., the Shareholders and the Loan Note Holders (incorporated by reference from Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed April 11, 2025).
2.2†Agreement and Plan of Merger, by and among Interactive Strength Inc., Ergatta Acquisition Corp., Ergatta, Inc. and Tom Aulet, dated as of February 18, 2026 (incorporated by reference from Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed February 23, 2026).
3.1Amended and Restated Certificate of Incorporation of Interactive Strength Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed May 2, 2023).
3.2Amended and Restated Bylaws of Interactive Strength Inc. (incorporated by reference from Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed May 2, 2023).
3.3Certificate of Designation of Series A Preferred Stock (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 8, 2024).
3.4Certificate of Designation of Series B Convertible Preferred Stock (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed February 7, 2024).
3.5Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed June 18, 2024).
3.6Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock of Interactive Strength Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed July 2, 2024).
3.7Bylaws of Interactive Strength Inc. As Amended and Restated by the Board of Directors on July 3, 2024 (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed July 10, 2024).
3.8Certificate of Designation of Series C Convertible Preferred Stock of Interactive Strength Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed October 1, 2024).
3.9Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed November 14, 2024).
3.10Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock of Interactive Strength Inc. (incorporated by reference from Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed November 14, 2024).
3.11Certificate of Amendment to the Certificate of Designation of Series B Convertible Preferred Stock of Interactive Strength Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed December 13, 2024).
3.12Certificate of Amendment to the Certificate of Designation of Series C Convertible Preferred Stock of Interactive Strength Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 21, 2025).
3.13Certificate of Designation of Series LTI Convertible Preferred Stock of Interactive Strength Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed June 12, 2025).
3.14Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc. (incorporated by reference from Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed July 2, 2025).
3.15Certificate of Designation of Series E Convertible Preferred Stock of Interactive Strength Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 2, 2025).
3.16Certificate of Amendment to the Certificate of Incorporation of Interactive Strength Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 25, 2026).
3.17Certificate of Designation of Preferences, Rights and Limitations of Series D1 Convertible Preferred Stock, Series D2 Convertible Preferred Stock and Series D3 Convertible Preferred Stock of Interactive Strength Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 11, 2026).
4.1Form of Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the registrant’s Registration Statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
4.2Description of the Registrant’s Securities (incorporated by reference from Exhibit 4.10 to the registrant’s Annual Report on Form 10-K filed April 1, 2024).
4.3Form of Underwriter Warrant (incorporated by reference from Exhibit 4.3 to the registrant’s Registration Statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
4.4Form of Senior Secured Convertible Note (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 3, 2025).
4.5Form of Common Warrant (incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 3, 2025).
4.6Form of Class A Incremental Note Purchase Warrant (incorporated by reference from Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed February 3, 2025).
4.7Form of Class B Incremental Note Purchase Warrant (incorporated by reference from Exhibit 4.4 to the registrant’s Current Report on Form 8-K filed February 3, 2025).
4.8Form of Secured Convertible Note (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 5, 2025).
4.9Form of Common Warrant (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed March 7, 2025).
4.10Promissory Note (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed March 7, 2025).
4.11Promissory Note (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed May 2, 2025).
4.12Promissory Note, issued as of May 21, 2025 (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed May 27, 2025).
4.13Warrant to Purchase Common Stock, issued May 21, 2025 (incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed May 27, 2025).
4.14Promissory Note, issued as of June 4, 2025 (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed June 10, 2025).
4.15Form of Secured Convertible Exchangeable Note (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed June 11, 2025).
4.16Form of Amended and Restated Senior Secured Convertible Note (incorporated by reference from Exhibit 4.1 to the registrant's Current Report on Form 8-K filed September 23, 2025).
4.17Amendment No. 1 to Senior Secured Convertible Note of Interactive Strength Inc., dated November 24, 2025 (incorporated by reference from Exhibit 4.1 to the registrant's Current Report on Form 8-K filed November 25, 2025).
10.1#Form of Indemnification Agreement entered into with each of the Registrant’s officers and directors (incorporated by reference from Exhibit 10.1 to the registrant’s Registration Statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
10.2#2020 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise, and Stock Option Grant Notice thereunder (incorporated by reference from Exhibit 10.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
10.3#2023 Stock Incentive Plan and Forms of Notice of Stock Option Grant, Stock Option Agreement, Notice of Restricted Stock Unit Award, Restricted Stock Unit Agreement, Notice of Restricted Stock Award, and Restricted Stock Agreement thereunder (incorporated by reference from Exhibit 10.3 to the registrant’s Registration Statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
10.4#2023 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.4 to the registrant’s Registration Statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
10.5#Executive Severance Plan (incorporated by reference from Exhibit 10.5 to the registrant’s Registration Statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
10.6#Executive Annual Incentive Plan (incorporated by reference from Exhibit 10.6 to the registrant’s Registration Statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
10.7#Non-Employee Director Compensation Policy (incorporated by reference from Exhibit 10.7 to the registrant’s Registration Statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
10.8#Offer Letter from the registrant to Trent A. Ward, dated October 27, 2022 (incorporated by reference from Exhibit 10.8 to the registrant’s registration statement on Form S-1 (File No. 333-269246), as declared effective by the SEC on April 27, 2023).
10.9†Note Purchase Agreement and Form of Note, dated June 6, 2023 by and among Interactive Strength Inc, THLWY LLC, a Wyoming limited liability company) and the additional lender parties listed therein (incorporated by reference from Exhibit 10.10 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on June 9, 2023).
10.10†Form of Equity Line Purchase Agreement (incorporated by reference from Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed December 13, 2023).
10.11Form of Equity Line Registration Rights Agreement (incorporated by reference from Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed December 13, 2023).
10.12Amended and Restated Asset Purchase Agreement, dated January 22, 2024, by and among CLMBR, INC, CLMBR1, LLC and Interactive Strength Inc. (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 23, 2024).
10.13Note Purchase Agreement, dated February 1, 2024, by and among Interactive Strength Inc. and CLMBR Holdings LLC as Borrower and Treadway Holdings LLC as Purchaser (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 7, 2024).
10.14Securities Purchase Agreement, dated February 1, 2024, by and between Interactive Strength Inc. and Treadway Holdings LLC (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed February 7, 2024).
10.15Credit Agreement, dated February 1, 2024, by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed February 7, 2024).
10.16†Exclusive Distribution Agreement, dated February 20, 2024, by and between Woodway USA, Inc. and Interactive Strength Inc. (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 26, 2024).
10.17†Loan Modification Agreement, by and between Interactive Strength Inc. and Vertical Investors, LLC, dated April 24, 2024 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed April 26, 2024).
10.18Loan Restoration Agreement, by and between Interactive Strength Inc. and Vertical Investors, LLC, dated April 24, 2024 (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed April 26, 2024).
10.19Amendment to Loss Restoration Agreement, dated September 30, 2024, by and between Interactive Strength Inc. and Vertical Investors LLC (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed October 4, 2024).
10.20Letter Agreement, dated January 14, 2025, by and among Interactive Strength Inc. and CLMBR Holdings LLC and Woodway USA, Inc. (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 21, 2025).
10.21Settlement Agreement, dated January 23, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 29, 2025).
10.22†Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 3, 2025).
10.23Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed February 3, 2025).
10.24Form of Guaranty (incorporated by reference from Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed February 3, 2025).
10.25Form of Security and Pledge Agreement (incorporated by reference from Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed February 3, 2025).
10.26†Loan Agreement, by and between Sportstech Brands Holdings GmbH and Interactive Strength Inc., dated as of January 27, 2025 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 4, 2025).
10.27†Share Pledge Agreement, by and among Ali Ahmad, Sportstech Brands Holdings GmbH and Interactive Strength Inc., dated as of January 27, 2025 (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed February 4, 2025).
10.28Exchange Agreement, by and between Interactive Strength Inc. and TR Opportunities II LLC, dated as of February 4, 2025 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 5, 2025).
10.29Binding Transaction Agreement, by and between Interactive Strength Inc., Ali Ahmad and Sportstech Brands Holding GmbH, dated as of February 10, 2025 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 14, 2025).
10.30Letter Agreement, dated March 3, 2025, by and among Interactive Strength Inc. and CLMBR Holdings LLC and Woodway USA, Inc. (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed March 3, 2025).
10.31Settlement Agreement, dated March 5, 2025, by and between Interactive Strength Inc. and Pillsbury Winthrop Shaw Pittman LLP (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed March 7, 2025).
10.32March 2025 Settlement Agreement, dated as of March 31, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed April 4, 2025).
10.33Letter Agreement, dated April 18, 2025, by and among Interactive Strength Inc., CLMBR Holdings LLC, and TR Opportunities II LLC (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed April 18, 2025).
10.34Settlement Agreement, dated May 1, 2025, by and between Interactive Strength Inc. and Berenberg Capital Markets LLC (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed May 2, 2025).
10.351st Amendment and Restatement Agreement, by and between Sportstech Brands Holding GmbH and Interactive Strength Inc., dated as of May 22, 2025 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed May 29, 2025).
10.36Amended and Restated Loan Agreement, by and between Sportstech Brands Holding GmbH and Interactive Strength Inc., dated as of May 22, 2025 (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed May 29, 2025).
10.37Securities Purchase Agreement, dated as of June 10, 2025, by and among Interactive Strength Inc., Interactive Strength Treasury LLC, and each of the investors listed on the Schedule of Buyers
(incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed June 11, 2025).
10.38Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed June 11, 2025).
10.39Form of Master Netting Agreement (incorporated by reference from Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed June 11, 2025).
10.40Form of Security and Pledge Agreement (incorporated by reference from Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed June 11, 2025).
10.41Form of Backstop Agreement (incorporated by reference from Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed June 11, 2025).
10.42Form of Inducement Letter (Incorporated by reference from Exhibit 10.1 to the registrant's Current Report on Form 8-K filed July 11, 2025).
10.43August 2025 Settlement Agreement, dated as of August 5, 2025 by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.1 to the registrant's Current Report on Form 8-K filed August 8, 2025).
10.44Exchange Agreement, dated as of August 8, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed August 8, 2025).
10.45Letter Agreement, dated August 8, 2025, by and among Interactive Strength Inc., CLMBR Holdings LLC, and TR Opportunities II LLC (incorporated by reference from Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed August 8, 2025).
10.46Global Note Amendment Agreement, dated as of September 18, 2025 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed September 23, 2025).
10.47Offer of Employment, dated October 28, 2025, by and between Interactive Strength Inc. and Caleb Morgret (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed October 31, 2025).
10.48Final Netting Agreement, dated as of December 9, 2025, by and among Interactive Strength Inc., Interactive Strength Treasury, LLC, DWF Ventures Ltd. and FET US I LLC (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed December 12, 2025).
10.49Exchange Agreement, dated as of December 8, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed December 12, 2025).
10.50Exchange Agreement, dated as of December 29, 2025 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 5, 2026).
10.51Settlement Agreement, dated as of December 31, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 7, 2026).
10.52Exchange Agreement, dated as of December 31, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed January 7, 2026).
10.53Exchange Agreement, dated as of February 19, 2026, by and between Interactive Strength Inc. and Vertical Investors, LLC (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 25, 2026).
10.54Settlement Agreement, by and between Interactive Strength Inc. and Sportstech Brands Holding GmbH, dated as of February 27, 2026 (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed March 5, 2026).
14.1Code of Ethics (incorporated by reference from Exhibit 14.1 to the registrant’s Annual Report on Form 10-K filed April 1, 2024).
19.1Interactive Strength Inc. Insider Trading Policy
21.1*Subsidiaries of the Registrant
23.1*Consent of Independent Registered Public Accounting Firm.
31.1*Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1Interactive Strength Inc. Clawback Policy (incorporated by reference from Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed April 1, 2024).
101.INS*Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH*Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*Cover page formatted as Inline XBRL and contained in Exhibit 101
*Filed herewith.
#Indicates management contract or compensatory plan or arrangement.
†The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERACTIVE STRENGTH INC.
Date: March 31, 2026/s/ Trent A. Ward
Trent A. Ward
Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Trent A. WardChief Executive Officer and ChairMarch 31, 2026
Trent A. Ward(Principal Executive Officer)
/s/ Caleb MorgretChief Financial OfficerMarch 31, 2026
Caleb Morgret(Principal Financial and Accounting Officer)
/s/ Kirsten Bartok TouwDirectorMarch 31, 2026
Kirsten Bartok Touw
/s/ Aaron N. D. WeaverDirectorMarch 31, 2026
Aaron N. D. Weaver
/s/ Deepak M. MulchandaniDirectorMarch 31, 2026
Deepak M. Mulchandani
/s/ David P. LeisDirectorMarch 31, 2026
David P. Leis

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 34)F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025 and 2024F-4
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years ended December 31, 2025 and 2024F-5
Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024F-7
Notes to Consolidated Financial StatementsF-8
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.