Interactive Strength, Inc. 8-K

What Happened

• Interactive Strength, Inc. (TRNR) announced a Settlement Agreement dated March 31, 2026 with Vertical Investors, LLC to satisfy a shortfall arising from prior loan-to-equity exchanges. The company issued 1,088,255 shares of Series C Preferred Stock to the lender in payment of a $2,176,509 Net Trade Value. After the issuance, Vertical Investors owned 2,623,176 shares of Series C Preferred Stock.
• Background: the company had entered a Credit Agreement on February 1, 2024 for a $7,968,977.74 term loan. Prior conversions and modifications (including a $3.0M conversion to Series A Preferred on March 29, 2024 and a loan reduction on April 24, 2024) produced a Total Loan Exchanged Amount of approximately $8,735,523 as of March 31, 2026, while the Net Trade Value realized by the lender was $2,176,509.

Key Details

• Settlement date: March 31, 2026; 8-K filed April 3, 2026 (signed by CFO Caleb Morgret).
• Issued securities: 1,088,255 shares of Series C Preferred Stock to Vertical Investors, LLC.
• Dollar figures: Total Loan Exchanged Amount ≈ $8,735,523; Net Trade Value = $2,176,509, paid via preferred shares.
• Post-issuance ownership: Vertical Investors holds 2,623,176 Series C Preferred shares.

Why It Matters

• The company resolved a lender shortfall without a cash payment by issuing preferred shares, preserving cash but increasing preferred equity outstanding. This may affect capitalization and potential dilution depending on the rights/conversion features of the Series C Preferred.
• Investors should note the history of loan-to-equity exchanges and the remaining gap between the total loan exchanged and realized proceeds; the settlement addresses a specific repayment obligation under prior agreements and changes the company’s outstanding preferred stock position.