TRNR · Interactive Strength Inc.

This 8-K/A filing fulfills SEC requirements under Item 2.01 and Item 9.01 by providing Ergatta's audited financial statements for 2025 and 2024, along with unaudited pro forma condensed combined financial information illustrating the acquisition's impact on Interactive Strength's balance sheet as of December 31, 2025, and statement of operations for the year then ended. The acquisition expands Interactive Strength's portfolio with Ergatta's game-based fitness products, particularly the Ergatta Luxe Rower, which generated $12.4 million in revenue and achieved profitability with $657 thousand net income in 2025, contrasting Interactive Strength's reported net loss. Pro forma results show combined revenue of $24.0 million but increased net loss to $25.9 million, primarily due to transaction adjustments including $2.9 million added operating expenses, $7.7 million Series D-1 preferred stock, and $3.7 million goodwill. The $13.3 million purchase price allocation is preliminary, subject to revision, with potential material impacts on goodwill and amortization. Contingent consideration introduces upside tied to Ergatta's 2026 free cash flow performance, signaling alignment with post-acquisition operational success. Investors should note the pro forma excludes synergies or cost savings, and actual results may differ.