8-K
Interactive Strength, Inc. (TRNR)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): February 27, 2026 |
|---|
INTERACTIVE STRENGTH INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-41610 | 82-1432916 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 1005 Congress Avenue, Suite 925 | ||
| Austin, Texas | 78701 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 512 885-0035 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.0001 par value per share | TRNR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on January 27, 2025, Interactive Strength Inc. (the “Company”) entered into a Share Pledge Agreement (the “Share Pledge Agreement”) with Sportstech Brands Holding GmbH (“Sportstech”) and the sole shareholder of Sportstech (the “Pledgor”), pursuant to which the Pledgor pledged his share interest as collateral to secure Sportstech’s obligations under the loan agreement entered into between the Company and Sportstech on or around the same date. As previously disclosed, the loan agreement provided for a $5.6 million loan facility (which was fully drawn as of September 30, 2025).
As previously disclosed, on February 10, 2025, the Company entered into a Binding Transaction Agreement (the “Transaction Agreement”) with Sportstech, pursuant to which the Company would have acquired Sportstech (the “Acquisition”).
Although the Transaction Agreement was never formally terminated, the Company has previously publicly reported uncertainty surrounding the completion of the Acquisition considering there was a legal dispute between the parties.
On February 27, 2026, the Company and Sportstech entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which Sportstech was to pay the Company $6,350,000 along with making a payment to the Company’s counsel in its legal dispute with Sportstech (the “Settlement Payment”). In addition, pursuant to the Settlement Agreement, the Company and Sportstech will terminate all court, enforcement, and liquidation proceedings initiated in connection with their legal dispute, and the Company will release all securities received in connection with the Share Pledge Agreement.
The Company received the Settlement Payment on March 4, 2026.
The foregoing description does not constitute a complete summary of the terms of the Settlement Agreement and is qualified in its entirety by reference to the full text of the Settlement Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On March 4, 2026, the Company issued a press release announcing the Settlement Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 10.1 | Settlement Agreement, by and between Interactive Strength Inc. and Sportstech Brands Holding GmbH, dated as of February 27, 2026 |
| 99.1 | Press Release, dated March 4, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Interactive Strength Inc. | |||
|---|---|---|---|
| Date: | March 5, 2026 | By: | /s/ Caleb Morgret |
| Chief Financial Officer<br>(Principal Financial Officer and Principal Accounting Officer) |
EX-10.1
| GSK Stockmann | Neuer Wall 69 | 20354 Hamburg |
|---|---|---|
| Berlin Regional Court II<br>Littenstraße 12-17<br>10179 Berlin | ||
| via beA<br><br>We deliver from lawyer to lawyer! | ||
| Urgent! |
Hamburg, February 27, 2026
Dr. Antonius Jonetzki | T +49 40 369703 0 | F +49 40 369703 44 | antonius.jonetzki@gsk.de
Our reference: A1AJO0001-26 | AJO
Reference number: 42 O 110/26
Court settlement
In the legal dispute
between Mr. Ali Ahmad, Leipziger Platz 12, 10117 Berlin,
– Plaintiff –
| Legal representative: | Degen Krafft Barth<br><br>Brühl 1, 04109 Leipzig |
|---|
against
Interactive Strength Inc., incorporated under the laws of the State of Delaware (USA) and with its registered office at 1005 Congress Avenue, Suite 925, Austin, TX 78701, represented by its managing director Trent Ward,
– Defendant –
| Legal representative: | GSK Stockmann <br>Attorneys at Law Tax Advisors <br>Partnerschaftsgesellschaft mbB <br>Neuer Wall 69, 20354 Hamburg |
|---|
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and, for the purposes of the settlement,
Sportstech Brands Holding GmbH, Karl-Liebknecht-Straße 7, 10178 Berlin, registered in the commercial register of the Charlottenburg Local Court under HRB 142084 B, represented by its managing director Ali Ahmad,
– Joined parties –
| Legal representatives: | Degen Krafft Barth<br><br>Brühl 1, 04109 Leipzig |
|---|
Plaintiff, Defendant and Intervening Parties together – Parties –
We hereby announce that the parties to the legal dispute have reached an amicable agreement and concluded an out-of-court settlement.
On behalf of and with the authority of the defendant, and in consultation with the plaintiff's legal representative and the intervening parties, we request
that the following settlement be confirmed in accordance with Section 278 (6) sentence 2 of the German Code of Civil Procedure (ZPO) without further oral proceedings by way of a decision, after the plaintiff and the interveners have also agreed to the settlement.
The settlement, which shall take full effect out of court upon submission of the respective motions for recording, reads as follows:
To settle the legal dispute, the intervening party undertakes, without prejudice to the factual and legal situation, to make a one-time payment to the defendant in the total amount of USD 6,350,000.00 (in words: six million three hundred and fifty thousand USD) as well as a separate one-time payment in the total amount of EUR 19,923.25 (in words: nineteen thousand nine hundred and twenty-three euros and twenty-five cents) (the amount of USD 6,350,000.00 and the amount of EUR 19,923.25 hereinafter collectively referred to as the "settlement amount").
Payment of the settlement amount referred to in clause 1 shall be made as follows:
The amount of USD 6,350,000.00 shall be paid in full to the following account of the Defendant:
The separate one-time payment totaling EUR 19,923.25 is to be paid to the following account of the defendant's legal representative:
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The defendant or the defendant's legal representative shall confirm receipt of each payment without delay.
- The plaintiff and the intervening parties shall, immediately after service or informal transmission of the order pursuant to Section 278 (6) sentence 2 of the German Code of Civil Procedure (ZPO), terminate all court and enforcement proceedings in connection with this legal dispute and inform the defendant thereof without delay, in particular, but not limited to
- the plaintiff's action (for title or injunction) together with the application for a preliminary injunction against the defendant before the Berlin Regional Court II under reference number 42 O 110/26;
- the application for a preliminary injunction before the Berlin Regional Court II against the defendant, reference number 42 O 45/26 eV (2); and
- the application for a preliminary injunction before the Berlin Regional Court II against the defendant, reference number 42 O 111/26 eV.
The plaintiff and/or the intervening parties shall bear the court costs and other costs of the court and enforcement proceedings initiated by them. The parties' attorneys' fees shall not be reimbursed in these court and enforcement proceedings and shall be borne by each party itself.
- Immediately upon receipt of the settlement amount referred to in clause 1, the defendant shall terminate all court, enforcement, and liquidation proceedings initiated by it in connection with this legal dispute and shall inform the plaintiff and the interveners thereof without delay, in particular, but not limited to
- withdraw the partial action in the defendant's document proceedings for repayment of the loan against the intervening party before the Frankfurt am Main Regional Court under reference number 2-34 O 7/26 001 (200) or declare it settled;
- withdraw the partial action in the defendant's document proceedings arising from the guarantee on first demand against the plaintiff before the Berlin II Regional Court or declare it settled;
- withdraw the defendant's protective letter submitted to the Frankfurt am Main Higher Regional Court under reference number ZSSR_00827302/2026; and
- to terminate the sale of its pledged shares in the intervening party by public auction and to instruct the appointed notary accordingly.
The defendant shall bear the court costs and other costs of the court, enforcement, and liquidation proceedings initiated by it. The parties' attorneys' fees in these court, enforcement, and liquidation proceedings shall not be reimbursed and shall be borne by each party itself.
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- Immediately after service or informal transmission of the order pursuant to Section 278 (6) sentence 2 ZPO (German Code of Civil Procedure) and after receipt of the settlement amount specified in clause 1, the defendant shall release all securities received, in particular, but not limited to
- the directly enforceable guarantee upon first demand dated January 27, 2025, entitled "Surety bond upon first demand," and any further extensions and guarantees; and
- the share pledge agreement (UVZ No. 0126 H/2025) notarized before notary Ferdinand Huwendiek on January 27, 2025, with the heading "Share Pledge Agreement"; and
cancel or return any existing originals.
- Upon receipt of payment of the settlement amount specified in clause 1, all claims of one party against the other party arising from and in connection with the legal dispute and the underlying legal relationships, regardless of their legal basis and whether known or unknown, and in all jurisdictions, shall be settled and discharged. This includes, in particular but not exclusively, all legal disputes referred to in clauses 3 and 4, together with all claims arising from and in connection with the underlying contractual relationships, including (pre-)contractual negotiations arising from and in connection with the previously announced acquisition of shares in the Acquired Company.
- The parties' legal fees in this legal dispute shall not be reimbursed and shall be borne by each party itself. The court costs of this legal dispute, including the costs of this settlement, shall be borne by the plaintiff.
| Marc Antonio Tobies<br>Attorney | Dr. Antonius Jonetzki<br><br>Attorney |
|---|
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EX-99.1
TRNR Announces Full Loan Recovery and Successful Legal Settlement with Sportstech
German borrower has repaid full principal amount of $5.0M, plus interest and expense reimbursement of $1.4M
TRNR generates financial return after legal and transaction expenses, providing financing to achieve more than $30M in 2026 pro forma revenue
AUSTIN, TX March 4, 2026 – Interactive Strength Inc. (Nasdaq: TRNR) (“TRNR” or the “Company”), maker of innovative specialty fitness equipment under the Wattbike, CLMBR and FORME brands, and pending acquirer of Ergatta, today announced that Sportstech Brands Holding GmbH has repaid its outstanding loan obligations and resolved the related legal proceedings. Under the terms of the settlement, Sportstech paid TRNR $6.4 million, representing full recovery of the $5.0 million loan principal plus interest and expense reimbursement, covering all transaction expenses and generating a return on the working capital loan. As a result, TRNR will withdraw its lawsuits and cancel the public auction of pledged Sportstech shares scheduled for March 11.
“Following our decisive win in the Berlin court last week, we successfully settled the Sportstech dispute and recovered all of our capital as we said we would,” said Trent Ward, Chief Executive Officer of TRNR. “While the acquisition did not complete as we had hoped, we covered all legal and transaction expenses and generated a return in addition to recovering the loan principal.”
Ward continued: “This settlement is a great outcome for our investors as it removes a distraction for TRNR management and provides the necessary funding to execute on our growth plan and achieve profitability in the near-term. With this behind us, our full attention is where it should be - on closing the Ergatta acquisition, scaling Wattbike’s commercial momentum, and executing against our 2026 pro forma revenue guidance of more than $30 million.”
Settlement Terms
The settlement resolves all claims arising from the January 2025 and May 2025 loan agreements between TRNR and Sportstech, including the Share Pledge Agreement over 100% of Sportstech Brands Holding GmbH shares and the $6.4 million settlement has already been received by TRNR. TRNR retains no ownership interest in or involvement with Sportstech.
Forward Focus
With the Sportstech matter resolved, TRNR’s operational priorities are clear:
Ergatta: Closing and integrating the Ergatta acquisition, which is expected to add more than $10 million in annual revenue with approximately 30% EBITDA margins upon completion.
Wattbike: Continuing to scale the Air-Pro product line, which has delivered 700-plus bikes and approximately $2.5 million in UK commercial revenue since the July 2025 acquisition, with expansion into the U.S. and European markets.
Revenue Growth: Executing against the Company’s 2026 pro forma revenue guidance of more than $30 million, representing a nearly sixfold increase from $5.4 million in 2024.
About Interactive Strength, Inc.
Interactive Strength Inc. (Nasdaq: TRNR) has established a leading portfolio of premium fitness brands – Wattbike, CLMBR, and FORME – that combine advanced hardware, smart technology, and immersive content to deliver exceptional training experiences for both commercial and home use.
Wattbike offers a range of high-performance indoor bikes that set the global standard in cycling. Known for unmatched accuracy, realistic ride feel, and advanced performance tracking, Wattbike is trusted by elite athletes, national teams, and fitness enthusiasts around the world.
CLMBR redefines the next-generation vertical climbing experience through its patented open-frame design and immersive touchscreen, delivering a high-intensity, low-impact workout that’s both efficient and effective.
FORME delivers strength, mobility, and recovery training through immersive content, performance-grade hardware, and expert coaching. Its wall-mounted systems include the Studio, a smart fitness mirror for guided programming and live 1:1 personal training, and the Lift, which adds smart resistance cable training-ideal for high-performance environments and sport-specific development.
From elite performance to everyday wellness, our ecosystem of performance-focused solutions delivers data-driven outcomes for athletes, fitness enthusiasts, and commercial operators.
Investor Relations Contact:
ir@interactivestrength.com
Forward-Looking Statements
This press release includes certain statements that are “forward-looking statements” for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements generally are accompanied by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding settlement payment receipt and timing, acquisition closing and integration, revenue targets, operational priorities, and capital deployment. The reader is cautioned not to rely on these forward-looking statements. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company. A further list and descriptions of these risks, uncertainties and other factors can be found in filings with the Securities and Exchange Commission. To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements.