TRNR · Interactive Strength Inc.

Interactive Strength Inc. has entered into a Settlement Agreement with Vertical Investors, LLC to resolve obligations stemming from a complex financing arrangement originally established in 2024. The settlement addresses a specific provision in the Loss Restoration Agreement that required the company to make a payment if the net trade value of securities received by Vertical was less than the total loan exchanged amount by December 31, 2025. As of March 31, 2026, the calculation showed a significant shortfall, with the total loan exchanged amount at approximately $8.7 million and the net trade value at only $2.2 million, creating the $2.2 million settlement obligation. Rather than making a cash payment, the company issued preferred stock to satisfy this debt, which preserves cash but increases equity dilution. The agreement includes restrictive covenants that limit the company's future financing flexibility while Vertical holds the Series C Preferred Stock, requiring Vertical's consent for any debt incurrence or issuance of securities with superior liquidation or conversion preferences. This settlement effectively closes a contingent liability that had been outstanding since 2024 and represents the latest step in restructuring the company's relationship with this key lender. The securities were issued in an unregistered offering to an accredited investor, consistent with the company's previous dealings with Vertical Investors.