Interactive Strength, Inc. 8-K

What Happened
Interactive Strength, Inc. (TRNR) filed an 8-K reporting that on February 18, 2026 it entered into an Agreement and Plan of Merger to have its wholly owned Merger Sub merge into Ergatta, Inc., with Ergatta surviving as a wholly owned subsidiary. The transaction provides Ergatta stockholders up to $7,000,000 in cash consideration (including $1,750,000 at closing, $1,750,000 in a senior secured promissory note at closing due April 30, 2027, and up to $3,500,000 payable April 30, 2027 under the agreement’s calculations) and up to $9,500,000 worth of Series D-1 Convertible Preferred Stock. The Company will also issue equity incentives to Ergatta senior management: up to $2,000,000 in Series D-2 Preferred Stock and up to $1,000,000 in Series D-3 Preferred Stock. The Company’s board has approved the Merger Agreement; closing is expected as early as Q1 2026, subject to customary conditions.

Key Details

• Cash consideration up to $7,000,000: $1,750,000 at closing; $1,750,000 senior secured promissory note (matures April 30, 2027); up to $3,500,000 contingent payment (April 30, 2027).
• Equity consideration: up to $9,500,000 in Series D-1 Convertible Preferred Stock to Ergatta stockholders; Series D-2 (1,000,000 shares designated) and Series D-3 (500,000 shares designated) reserved for management equity incentives.
• Conversion & mechanics: Series D-1 and D-2 convert into common stock on May 3, 2027; Series D-3 converts on May 1, 2028. Series D preferred shares have no voting rights except as required by law or the charter.
• Other items: registration rights will be granted for issued equity; employment agreements will be entered for Ergatta executives Tom Aulet and Alessandra Gotbaum effective at closing; delivery of subordination agreements for certain existing liens is a condition to closing.

Why It Matters
This transaction brings Ergatta into Interactive Strength as a wholly owned subsidiary and uses a mix of cash, a secured promissory note, and convertible preferred stock to compensate Ergatta holders and incentivize management. For investors, the key takeaways are potential dilution risk from the issued convertible preferred stock (which converts to common stock in 2027–2028) and the company’s near‑term cash and indebtedness implications (including the senior secured promissory note and contingent cash payment). The Merger Agreement and related exhibits (including the press release) are attached to the 8-K for full terms (Exhibit 2.1 and Exhibit 99.1).