Interactive Strength (TRNR) investors approve reverse splits, Wattbike and Ergatta share issuances

Rhea-AI Filing Summary

Interactive Strength Inc. reported the results of its annual stockholder meeting. Stockholders elected two Class III directors, Trent A. Ward and Kirsten Bartok Touw, to serve until the 2029 annual meeting. As of the April 8, 2026 record date, 2,057,018 common shares were outstanding and 912,892 shares were represented, constituting a quorum.

Stockholders approved the ratification of Deloitte & Touche LLP as auditor, share issuances related to the Wattbike and Ergatta transactions under Nasdaq Rule 5635, an amendment adding an automatic share increase provision to the 2023 Stock Incentive Plan, and discretionary authority for one or more reverse stock splits within a 1‑for‑4 to 1‑for‑100 range. They also approved executive compensation and chose a three‑year frequency for future advisory votes on named executive officer pay.

Insights

Corporate governance analyst

Shareholders backed all proposals, enabling flexibility for deals and capital structure.

Stockholders of Interactive Strength Inc. approved every management proposal, including director elections, auditor ratification, and advisory votes on executive pay and its frequency. This suggests broad support for current governance and compensation structures based on the meeting’s disclosed outcomes.

They also approved potential share issuances tied to the Wattbike and Ergatta transactions under Nasdaq Rule 5635 and an automatic share increase for the 2023 Stock Incentive Plan. Additionally, the board received authority to implement one or more reverse stock splits within a 1‑for‑4 to 1‑for‑100 range, to be used at its discretion within the specified timeframe.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 2,057,018 shares Shares represented at meeting: 912,892 shares Auditor ratification votes for: 883,747 votes +5 more

8 metrics

Shares outstanding on record date 2,057,018 shares Common stock outstanding and entitled to vote as of April 8, 2026

Shares represented at meeting 912,892 shares Common stock represented in person or by proxy at annual meeting

Auditor ratification votes for 883,747 votes Votes for Deloitte & Touche LLP as independent auditor for 2026

Wattbike issuance votes for 268,277 votes Approval of potential issuance of 20%+ of outstanding shares for Wattbike deal

Ergatta issuance votes for 263,678 votes Approval of potential issuance of 20%+ of outstanding shares for Ergatta deal

Reverse split authority range 1-for-4 to 1-for-100 Authorized consolidation ratio range for potential reverse stock splits

Reverse split votes for 532,129 votes Votes in favor of authority to effect one or more reverse stock splits

Say-on-pay votes for 238,748 votes Advisory approval of compensation for named executive officers

Key Terms

Reverse Stock Split, Series E Convertible Preferred Stock, Earn-Out Shares, Rule 5635(a) and (d), +2 more

6 terms

Reverse Stock Split financial

"shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-4 up to 1-for-100 (each, a “Reverse Stock Split”)"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Series E Convertible Preferred Stock financial

"issuance of 20% or more of the outstanding shares of Common Stock upon the conversion of the Company’s Series E Convertible Preferred Stock"

Series E convertible preferred stock is a class of investment shares issued in a later-stage financing round that behave like a hybrid between a safety-first claim and an option to become ordinary shares. Think of it as a VIP ticket that gives owners priority on payments and protections if things go wrong, but can be swapped for regular shares later—important to investors because it affects payout priority, potential dilution of ownership, voting power, and the company’s implied valuation.

Earn-Out Shares financial

"and the potential issuance of Earn-Out Shares, pursuant to the Agreement for the Sale and Purchase of the Entire Issued Share Capital and Loan Notes of Wattbike"

Earn-out shares are company shares promised to sellers or managers only if the business meets agreed future targets after a merger or acquisition, functioning like a performance-based payout instead of immediate cash. They matter to investors because they can dilute existing ownership, change future earnings prospects and reveal how confident buyers are about growth — like a conditional bonus that shifts payment and risk into the future.

Rule 5635(a) and (d) regulatory

"To approve, for purposes of Rule 5635(a) and (d) of The Nasdaq Stock Market LLC (“Nasdaq”)"

2023 Stock Incentive Plan financial

"To approve an amendment to the Company’s 2023 Stock Incentive Plan to add an automatic share increase provision."

advisory vote regulatory

"Proposal Seven: Advisory Vote on the Compensation of the Company’s Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

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Understanding 8-K Material Events →

false000178505600017850562026-06-082026-06-08

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): June 08, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2026, Interactive Strength Inc. (the "Company") held an annual meeting of stockholders (the “Annual Meeting”) at 10:00 a.m. Central Time, in person at 1005 Congress Avenue, Suite 925, Austin, TX 78701, to vote on the proposals identified in the Company’s definitive proxy statement filed with U.S. Securities and Exchange Commission on April 24, 2026. As of April 8, 2026, the record date of the Annual Meeting, there were a total of 2,057,018 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) outstanding and entitled to vote at the Meeting. At the Annual Meeting, 912,892 shares of Common Stock were represented in person or by proxy, constituting a quorum.

At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the following proposals:

Proposal One: Election of Class III Director Proposal

The Company’s stockholders elected two Class III directors to the Board of Directors of the Company to serve until the 2029 annual meeting of stockholders. The voting results were as follows:

		Votes For				Votes Against				Votes Withheld			Broker Non-Votes
Trent A. Ward			283,103				27,639			635				601,515
Kirsten Bartok Touw			284,295				26,771			311				601,515

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm Proposal

To approve the appointment of Deloitte & Touche LLP to continue as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The Ratification of Accountant Proposal was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
883,747		26,286		2,859	0

Proposal Three: Wattbike Issuance Proposal

To approve, for purposes of Rule 5635(a) and (d) of The Nasdaq Stock Market LLC (“Nasdaq”), the potential issuance of 20% or more of the outstanding shares of Common Stock upon the conversion of the Company’s Series E Convertible Preferred Stock and the potential issuance of Earn-Out Shares, pursuant to the Agreement for the Sale and Purchase of the Entire Issued Share Capital and Loan Notes of Wattbike (Holdings) Limited (“Wattbike”) (the “Wattbike Purchase Agreement”), by and among the Company and the shareholders of Wattbike identified on Schedule 1 to the Wattbike Purchase Agreement.

The Wattbike Issuance Proposal was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
268,277		42,005		1,095	601,515

Proposal Four: Ergatta Issuance Proposal

To approve, for purposes of Rule 5635(a) and (d) of Nasdaq, the potential issuance of 20% or more of the outstanding shares of Common Stock upon the conversion of the Company’s Series D1 Convertible Preferred Stock, Series D2 Convertible Preferred Stock, and Series D3 Convertible Preferred Stock, pursuant to the Agreement and Plan of Merger, by and among the Company, Ergatta, Inc. (“Ergatta”), Ergatta Acquisition Corp. and Tom Aulet.

The Ergatta Issuance Proposal was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
263,678		46,704		995	601,515

Proposal Five: Approve Amendment to 2023 Stock Incentive Plan

To approve an amendment to the Company’s 2023 Stock Incentive Plan to add an automatic share increase provision.

The Amendment to 2023 Stock Incentive Plan was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
220,663		90,336		378	601,515

Proposal Six: Approve the Authority to Effect One or More Reverse Stock Splits

To grant discretionary authority to the Company’s Board of Directors to amend the Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-4 up to 1-for-100 (each, a “Reverse Stock Split”), provided that, (X) the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-100, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the Record Date.

The Authority to Effect One or More Reverse Stock Splits was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
532,129		294,645		86,118	0

Proposal Seven: Advisory Vote on the Compensation of the Company’s Named Executive Officers

The Advisory Vote on the Company’s Named Executive Officers (“NEO”) was approved by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Votes Abstained/Withheld	Broker Non-Votes
238,748		72,283		346	601,515

Proposal Eight: Advisory Vote on the Frequency of Future Advisory Votes to Approve NEO Compensation

A frequency of three years received the highest number of votes for the Advisory Vote on Frequency of Future Advisory Votes for NEO Compensation as follows:

One Year		Two Years		Three Years		Abstain
66,030		5,606		121,166		118,575

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:	June 9, 2026	By:	/s/ Caleb Morgret
			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

FAQ

What did Interactive Strength Inc. (TRNR) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing two Class III directors, ratifying Deloitte & Touche as auditor, authorizing potential share issuances for Wattbike and Ergatta deals, amending the 2023 Stock Incentive Plan, reverse stock split authority, and advisory resolutions on executive compensation and its voting frequency.

How many Interactive Strength (TRNR) shares were eligible and present for the 2026 annual meeting vote?

As of the April 8, 2026 record date, 2,057,018 common shares were outstanding and entitled to vote. At the meeting, 912,892 shares were represented in person or by proxy, which the company states constituted a quorum for conducting the stockholder business presented.

What reverse stock split authority did Interactive Strength (TRNR) shareholders grant the board?

Shareholders granted the board discretionary authority to implement one or more reverse stock splits between 1‑for‑4 and 1‑for‑100. The combined effect of any such splits cannot exceed 1‑for‑100, and any reverse stock split must be completed no later than the first anniversary of the record date.

What share issuance proposals for Wattbike and Ergatta did TRNR shareholders approve?

Shareholders approved, for Nasdaq Rule 5635(a) and (d) purposes, potential issuances of 20% or more of outstanding common stock upon conversion of Series E preferred and related earn‑out shares for Wattbike, and upon conversion of Series D1, D2, and D3 preferred shares related to the Ergatta merger agreement.

How did Interactive Strength (TRNR) shareholders vote on executive compensation items?

Stockholders approved the advisory vote on named executive officer compensation and chose a three‑year frequency for future advisory votes. The compensation proposal received 238,748 votes for, 72,283 against, and 346 abstentions, with 601,515 broker non‑votes disclosed in the meeting results.

What change did Interactive Strength (TRNR) approve to its 2023 Stock Incentive Plan?

Shareholders approved an amendment adding an automatic share increase provision to the 2023 Stock Incentive Plan. The proposal received 220,663 votes for, 90,336 against, and 378 abstentions, along with 601,515 broker non‑votes, according to the reported voting results.

Filing Exhibits & Attachments

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