Interactive Strength, Inc.

APPROVAL OF AMENDMENT TO THE COMPANY’S 2023 STOCK INCENTIVE PLAN TO ADD SHARES AND AN AUTOMATIC SHARE INCREASE PROVISION

General

The Company’s 2023 Stock Incentive Plan (the “2023 Plan” or the “Plan”) was approved by the Board of Directors on January 24, 2023 and by stockholders on January 26, 2023, and became effective upon the completion of the Company’s initial public offering. The purpose of the 2023 Plan is to attract and retain key personnel and to provide a means for directors, officers, employees, and consultants to acquire and maintain an interest in the Company, which interest may be measured by reference to the value of shares of Common Stock.

The Board of Directors has approved, subject to stockholder approval, an amendment to the 2023 Plan (the “Plan Amendment”) to (i) increase the number of shares of Common Stock reserved for issuance under the Plan by 5,000,000 shares and (ii) add an automatic share increase provision pursuant to which the number of shares reserved under the Plan will automatically increase by a number equal to 10% of the shares of Common Stock issued pursuant to conversions of the Series F Preferred Stock (consisting of Series F-1, Series F-2, and Series F-3 Non-Voting Convertible Preferred Stock). The proposed 2023 Plan Amendment is included as Appendix A to this proxy statement.