Interactive Strength, Inc. Reports Unregistered Exchanges of Preferred Stock for 798,719 Shares

What Happened

• Interactive Strength, Inc. (TRNR) filed an 8-K reporting that, between August 3 and August 7, 2026, it entered into exchange agreements with holders of its convertible preferred stock and certain promissory notes to swap those securities for common stock.
• In the aggregate the company issued 798,719 shares of Common Stock in these exchanges. After these and other unregistered issuances, the company had 1,380,396 shares of Common Stock outstanding as of August 7, 2026.
• The company relied on the exemption in Section 3(a)(9) of the Securities Act for these exchanges; the Exchange Shares are restricted and bear restrictive legends.

Key Details

• Dates: Exchanges occurred August 3–7, 2026.
• Aggregate Exchange Shares issued: 798,719 common shares.
• Outstanding common shares after transactions: 1,380,396 shares (as of Aug 7, 2026).
• Representative exchanges and prices:
  • Thomas Aulet & Alessandra Gotbaum: initial exchange of 211,400 Series D2 Preferred for 140,000 common shares at $3.02/share (Aug 3). Subsequent exchanges reduced both holders’ D2 holdings to zero (Aug 6–7), with later exchange prices at $3.37 and $3.44/share.
  • Series A, C, E preferred exchanges used exchange prices around $3.20–$3.55/share (examples: Series A holders exchanged 36,000→22,500 at $3.20; Vertical Investors exchanged 144,000 Series C→90,000 at $3.20; Piper Nominee IV exchanged 88,750 Series E→50,000 at $3.55).
  • Woodway (USA) Inc. exchanged $142,000 of a promissory note principal for 40,000 common shares at $3.55/share; remaining note principal after the exchange was $1,956,085.

Why It Matters

• These exchanges convert preferred shares and some debt into common stock, increasing the public common share count and changing the mix of outstanding securities. For investors, that means modest dilution of ownership for existing common shareholders and potential changes in voting and capitalization structure.
• The use of the Section 3(a)(9) exemption indicates the transactions were limited to existing security holders and were not sold to the public. The issued shares are restricted, which may limit immediate resale.