Interactive Strength, Inc. 8-K

What Happened

• Interactive Strength, Inc. (TRNR) filed an 8‑K reporting that an accredited investor exercised Class A Incremental Warrants on February 5 and February 9, 2026, resulting in the issuance of two Class A Incremental Notes totaling $690,000 ($558,687 and $131,313). The exercises also generated Class A Incremental Common Warrants to purchase 681,160 and 160,099 shares of common stock, respectively.
• The newly issued Class A Incremental Notes mature on February 5, 2027 and February 9, 2027 and are convertible into common stock at a base conversion price of $0.45111 per share (with alternate conversion mechanics tied to VWAP and floors). The related Class A Incremental Common Warrants have an exercise price of $0.69316 per share and expire in 2033.
• The filing notes prior exercises between March 11, 2025 and January 6, 2026 where the same investor elected to purchase Class A Incremental Notes totaling $12,310,000 and received 1,749,155 Class A Incremental Common Warrants.

Key Details

• Amounts issued in Feb 2026: $558,687 (note 1) and $131,313 (note 2) — total $690,000.
• Incremental Common Warrants issued: 681,160 shares (Feb 5) and 160,099 shares (Feb 9).
• Conversion price for notes: $0.45111/share; Alternate Conversion Price features VWAP-based adjustments and a $0.08202 floor.
• Warrant exercise price: $0.69316/share; warrant terms run through Feb 2033. Beneficial ownership cap: 4.99% (or 9.99% if investor elects).

Why It Matters

• These transactions provide the company with additional financing (the investor paid $690,000 in Feb 2026 and previously funded $12.31M), but also create convertible securities and warrants that can dilute existing shareholders if converted or exercised.
• Conversion and exercise prices, maturity dates, and the investor ownership caps are material for shareholders because they determine timing and magnitude of potential dilution and the company’s short‑term liquidity obligations.
• Investors should watch outstanding convertible/warrant totals, any future conversions/exercises, and how these securities affect share count and capital structure.