Interactive Strength Inc. Approves Major Issuance Proposals and Reverse Split Authority

What Happened

• On August 28, 2026, Interactive Strength, Inc. (TRNR) held a special meeting of stockholders and approved several proposals that permit potential future issuances that could equal 20% or more of outstanding common stock upon conversion or exchange of various securities. As of the August 13, 2026 record date there were 1,619,702 shares outstanding; 1,063,035 shares were represented at the meeting (quorum). All six proposals were approved, including (1) authorizations relating to existing preferred stock series (A, C, D1–D3, E), (2) issuance of Series F preferred stock to STEPR, Inc. shareholders, (3) conversion of outstanding promissory notes, (4) conversion of outstanding warrants, (5) an amendment adding 5,000,000 shares to the 2023 Stock Incentive Plan (plus a 10% automatic increase tied to Series F conversions), and (6) discretionary board authority to effect a reverse stock split between 1‑for‑4 and 1‑for‑100 (to be completed within one year).

Key Details

• Outstanding shares / quorum: 1,619,702 shares as of Aug 13, 2026; 1,063,035 shares represented at the Aug 28 special meeting.
• Issuance approvals: Existing preferred issuance — 1,052,221 for / 10,732 against; STEPR Series F issuance — 1,051,636 for / 11,317 against.
• Convertible notes & warrants: Convertible Note Issuance — 1,051,743 for / 11,210 against; Warrants Issuance — 1,051,743 for / 11,210 against.
• 2023 Plan amendment & reverse split: 2023 Plan Amendment — 1,034,830 for / 16,023 against / 12,182 abstained; Reverse Stock Split authority — 1,051,143 for / 11,769 against.

Why It Matters

• These approvals allow the company to issue significant new common shares upon conversion or exchange of preferred stock, Series F issuances tied to the STEPR transaction, convertible notes, and warrants. If conversions occur, existing shareholders would face meaningful dilution because many proposals authorize potential issuances equal to 20% or more of the current share count.
• The 2023 Plan amendment adds 5,000,000 shares and an automatic share increase tied to Series F conversions, which could further increase dilution for current holders.
• The reverse split authority (1‑for‑4 up to 1‑for‑100) gives the board flexibility to consolidate shares and reduce outstanding share count, which can affect per‑share price and liquidity; any split must occur within one year of the record date.
• No immediate share issuances were reported in the 8‑K — the filing documents stockholder approvals that permit future actions. The 8‑K was filed Sept 1, 2026 and signed by the company’s CFO.