NASDAQ: TRNR Interactive Strength, Inc. 8-K

Interactive Strength stockholders approve reverse stock split authority up to 1-for-100

Filed June 9, 2026 · Period ending June 8, 2026 · ~1 min read

Key Changes

high

Board granted authority to execute one or more reverse stock splits at ratios between 1-for-4 and 1-for-100, with aggregate limit of 1-for-100, to be completed within one year. Typically used to boost share price for Nasdaq compliance or reduce share count.

Item 5.07: Reverse Stock Split verify on EDGAR →
high

Stockholders approved potential issuance of 20%+ of outstanding shares for Wattbike acquisition through Series E Preferred conversion and earn-out shares. Nasdaq-required approval permits significant dilution tied to the transaction.

Item 5.07: Wattbike Shares verify on EDGAR →
high

Stockholders approved potential issuance of 20%+ of outstanding shares for Ergatta acquisition through conversion of Series D1, D2, and D3 Preferred Stock. Nasdaq-required approval allows substantial dilution from the merger.

Item 5.07: Ergatta Shares verify on EDGAR →
medium

Amendment to 2023 Stock Incentive Plan adds automatic share increase provision, allowing equity compensation pool to grow without annual stockholder votes. Increases potential dilution from employee grants going forward.

Item 5.07: Equity Plan verify on EDGAR →
low

Trent A. Ward and Kirsten Bartok Touw elected as Class III directors for three-year terms ending 2029. Deloitte & Touche LLP ratified as independent auditor for fiscal 2026. Routine governance matters.

Item 5.07: Directors/Auditor verify on EDGAR →

Summary

Interactive Strength's annual meeting on June 8, 2026 produced several shareholder approvals with significant dilution implications. Most notably, the Board now has authority to execute reverse stock splits at ratios up to 1-for-100 within the next year—a move typically aimed at maintaining Nasdaq listing compliance when share prices fall too low.

Separately, stockholders greenlit substantial share issuances tied to two recent acquisitions: Wattbike and Ergatta. These approvals permit the company to issue more than 20% of outstanding shares through preferred stock conversions and earn-out payments, materially diluting existing holders.

The company also amended its equity compensation plan to include automatic share increases, removing the need for annual stockholder votes on expanding the employee stock pool. While this streamlines governance, it adds another layer of potential dilution. Retail investors should monitor whether management executes the reverse split in coming months—and at what ratio—as this will signal the Board's view on share price trajectory and Nasdaq compliance risk. Watch for any 8-K announcing the actual split terms.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~1,100 words

Annual meeting held June 8, 2026; stockholders approved director elections, auditor ratification, acquisition-related share issuances, and reverse stock split authority.

5 Added

Added Reverse stock split authority granted high

Added in current filing · verify on EDGAR →

To grant discretionary authority to the Company’s Board of Directors to amend the Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-4 up to 1-for-100 (each, a “Reverse Stock Split”), provided that, (X) the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-100, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the Record Date.

Stockholders authorized the Board to execute one or more reverse stock splits at ratios between 1-for-4 and 1-for-100, with aggregate limit of 1-for-100, to be completed within one year. This authority is typically sought to boost share price for Nasdaq compliance or to reduce share count. The proposal passed with 532,129 votes for versus 294,645 against.

Added Wattbike acquisition share issuance approved high

Added in current filing · verify on EDGAR →

To approve, for purposes of Rule 5635(a) and (d) of The Nasdaq Stock Market LLC (“Nasdaq”), the potential issuance of 20% or more of the outstanding shares of Common Stock upon the conversion of the Company’s Series E Convertible Preferred Stock and the potential issuance of Earn-Out Shares, pursuant to the Agreement for the Sale and Purchase of the Entire Issued Share Capital and Loan Notes of Wattbike (Holdings) Limited (“Wattbike”) (the “Wattbike Purchase Agreement”), by and among the Company and the shareholders of Wattbike identified on Schedule 1 to the Wattbike Purchase Agreement.

Stockholders approved potential issuance of 20% or more of outstanding common stock related to the Wattbike acquisition, including conversion of Series E Preferred and earn-out shares. This Nasdaq-required approval allows significant dilution tied to the Wattbike transaction. The proposal passed with 268,277 votes for versus 42,005 against.

Added Ergatta acquisition share issuance approved high

Added in current filing · verify on EDGAR →

To approve, for purposes of Rule 5635(a) and (d) of Nasdaq, the potential issuance of 20% or more of the outstanding shares of Common Stock upon the conversion of the Company’s Series D1 Convertible Preferred Stock, Series D2 Convertible Preferred Stock, and Series D3 Convertible Preferred Stock, pursuant to the Agreement and Plan of Merger, by and among the Company, Ergatta, Inc. (“Ergatta”), Ergatta Acquisition Corp. and Tom Aulet.

Stockholders approved potential issuance of 20% or more of outstanding common stock related to the Ergatta acquisition through conversion of Series D1, D2, and D3 Preferred Stock. This Nasdaq-required approval permits significant dilution tied to the Ergatta merger. The proposal passed with 263,678 votes for versus 46,704 against.

Added 2023 Stock Incentive Plan amendment approved medium

Added in current filing · verify on EDGAR →

To approve an amendment to the Company’s 2023 Stock Incentive Plan to add an automatic share increase provision.

Stockholders approved adding an automatic share increase provision to the 2023 Stock Incentive Plan, which will allow the equity compensation pool to grow automatically without requiring annual stockholder votes. This increases potential dilution from employee equity grants. The proposal passed with 220,663 votes for versus 90,336 against.

Show 1 minor / wording change

Added Director elections and auditor ratification low

Added in current filing · verify on EDGAR →

The Company’s stockholders elected two Class III directors to the Board of Directors of the Company to serve until the 2029 annual meeting of stockholders.

Trent A. Ward and Kirsten Bartok Touw were elected as Class III directors for three-year terms ending 2029. Stockholders also ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026 with 883,747 votes for. These are routine governance matters with no immediate business impact.