8-K - TRNR - Equibles

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): December 31, 2025

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.

Settlement Agreement

As previously disclosed, on February 1, 2024, Interactive Strength Inc. (the "Company") entered into a Credit Agreement (the “Credit Agreement”) with Vertical Investors, LLC (the “Lender”), pursuant to which the Company received a term loan from the Lender in the original principal amount of $7,968,977.74 (the “Loan”). As previously disclosed, on March 29, 2024, the Company issued to the Lender 1,500,000 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), upon the conversion of $3.0 million of the Loan.

As previously disclosed, on April 24, 2024, the Company entered into a Loan Modification Agreement (the “Modification Agreement”) with the Lender, for which the principal amount of the Loan was reduced by $3.0 million.

As previously disclosed, on April 24, 2024, the Company entered into a Loan Restoration Agreement (the “Restoration Agreement”) with the Lender. Pursuant to the Restoration Agreement, in the event the aggregate amount of funds received by Lender (net of all commissions, transfer fees or other transaction fees of any kind and taxes paid or payable as a result thereof) arising out of the disposition of the Preferred Stock, the disposition of the shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") issued pursuant to the exchange agreements entered into by and between the Company and the Lender prior to September 30, 2024, the disposition of the shares of Common Stock issued pursuant to all exchange agreements entered into by and between the Borrower and the Lender after September 30, 2024, the disposition of the shares of Common Stock issuable upon conversion of the Preferred Stock, if such Preferred Stock is converted to Common Stock by Lender, or the disposition of any other securities of the Borrower issued to the Lender as a result of its holding the Preferred Stock (the aggregate amount of funds, the “Net Trade Value”) received by the Lender on or before December 31, 2025 is less than the total amount of Loan principal which has been exchanged for preferred stock or common stock of the Company plus interest (the “Total Loan Exchanged Amount”), within ten (10) business days of written demand therefor, Borrower shall pay to Lender via wire transfer in immediately available funds the amount that is equal to (i) Total Loan Exchanged Amount, less (ii) the Net Trade Value.”

As of December 30, 2025 (the date through which the Net Trade Value was calculated), the Total Loan Exchanged Amount was approximately $7,798,728 and the Net Trade Value was $33,749.81.

On December 31, 2025, the Company and the Lender entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the Company issued 16,875 shares (the “Series C Preferred Shares”) of the Company’s Series C Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), to the Lender as payment of the $33,749.81 Net Trade Value.

Following the issuance of the Series C Preferred Shares, the Lender owned 1,534,921 shares of Series C Preferred Stock.

Exchange Agreement

As a result of previously disclosed various transactions whereby the outstanding principal amount of the Loan was reduced, as of December 31, 2025, the outstanding principal amount and accrued interest of the Loan was $170,250 (the "Loan Amount").

On December 31, 2025, the Company and the Lender entered into an Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Company and Lender agreed to reduce the Loan Amount by $156,202 in exchange for the issuance of 28,400 shares of Common Stock (the “Exchange Shares”) to the Lender at a price per Exchange Share of $5.50. The Exchange Shares will not contain a restrictive legend under the Securities Act of 1933, as amended (the “Securities Act”). As a result of this transaction, the outstanding principal amount of the Loan is $14,048.

The foregoing descriptions of the Settlement Agreement and Exchange Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full texts of the Settlement Agreement and Exchange Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Incremental Warrant Exercise

As previously disclosed, on January 28, 2025, the Company entered into that certain securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, among other securities sold as disclosed in the Current Report on Form 8-K filed on February 3, 2025 (the “February 3rd , 8-K”), as amended by a Current Report on Form 8-K/A filed on March 7, 2025 (the “March 7th8-K/A”), the Company sold and the Investor agreed to purchase, Class A incremental warrants (the “Class A Incremental Warrants”) to purchase (a) senior secured convertible notes (the “Class A Incremental Notes”) in the aggregate principal amount of $13,000,000 and (b) warrants (the “Class A Incremental Common Warrants”) to purchase shares of Common Stock. The amount of Class A Incremental Common Warrant shares issuable upon exercise of Class A Incremental Warrants to purchase Class A Incremental Notes is based on the following formula: ((the principal amount being purchased multiplied by 110% =A) (A divided by the lower of ((i) 110% of the closing price of the Common Stock on the trading day prior to the Class A Incremental

Warrant exercise date or (ii) the lowest conversion price of any outstanding Class A Incremental Note then in effect) = B) (B divided by 2 = C (the amount of Class A Incremental Common Warrant shares issuable)).

By way of example only, if a total principal amount of $1,000,000 is purchased, and the lowest conversion price of any outstanding Class A Incremental Note then in effect is $1.50, and the closing price of the Common Stock on the trading day prior to the Class A Incremental Warrant exercise date is $0.90, the formula would be as follows and would result in 555,556 Class A Incremental Common Warrant shares being issuable: (($1 million multiplied by 110% equals $1.1 million) ($1.1 million divided by $0.99 (the $0.90 closing price multiplied by 110%) equals 1,111,111) (1,111,111 divided by 2 equals 555,556 (rounded up).

As previously disclosed, on eight different dates from March 11, 2025 through December 30, 2025, the Investor elected to exercise Class A Incremental Warrants to purchase Class A Incremental Notes for a total principal amount of $11,157,000 and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 1,130,713 shares of Common Stock.

On January 6, 2026, the Investor elected to exercise Class A Incremental Warrants (the “Warrant Exercise”) to purchase a Class A Incremental Note for a principal amount of $1,153,000 (the “Class A Incremental Note”) and, as a result, was issued Class A Incremental Common Warrants to purchase an aggregate of 618,442 shares of Common Stock (based on the January 5, 2026 closing price of $0.9322).

Description of the Class A Incremental Note

The maturity date of the Class A Incremental Note issued pursuant to the Warrant Exercise is January 6, 2027 (the “Maturity Date”).

The Class A Incremental Note is convertible (in whole or in part) at any time prior to the Maturity Date into the number of shares of Common Stock equal to (x) 110% of the sum of (i) the portion of the principal amount of the Class A Incremental Note to be converted or redeemed, (ii) accrued and unpaid Interest with respect to such principal amount of the Class A Incremental Note, (iii) the Make-Whole Amount (as defined in the Class A Incremental Note), (iv) accrued and unpaid Late Charges (as defined in the Class A Incremental Note) with respect to such principal amount of the Note, Make-Whole Amount and Interest, and (v) any other unpaid amounts pursuant to the transaction documents, if any, divided by (y) a conversion price of $1.0254 per share, subject to adjustment as provided in the Class A Incremental Note (such shares, the “Class A Incremental Note Conversion Shares”).

The Class A Incremental Note is also convertible (each, an “Alternate Conversion”) into shares of Common Stock at a conversion rate equal to the quotient of (x) the conversion amount, divided by (y) the Alternate Conversion Price (as defined below); provided, that if an event of default has occurred and is continuing, the Class A Incremental Note is convertible at a conversion rate equal to the quotient of (x) 110% of the Conversion Amount, divided by (y) the Alternate Conversion Price. The “Alternate Conversion Price” means the lower of (i) the applicable conversion price as in effect on the date of the Alternate Conversion, and (ii) the greater of (A) 118%, or, if an event of default has occurred and is continuing, 85%, of the lowest VWAP of the Common Stock during the ten consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice, and (B) a floor price of $0.196.

Description of the Class A Incremental Common Warrants

The Class A Incremental Common Warrants are exercisable for shares of Common Stock at a price of $1.5756 per share (the “Class A Incremental Common Warrant Exercise Price”). The Class A Incremental Common Warrants issued pursuant to the Warrant Exercise may be exercised during the period commencing January 6, 2026 and ending January 6, 2033. The Class A Incremental Common Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, issuances of additional shares of Common Stock and the like.

Pursuant to the terms of the Class A Incremental Note and the Class A Incremental Common Warrants, the Company shall not affect the conversion of any portion of the Class A Incremental Note or exercise of the Class A Incremental Common Warrants, to the extent that after giving effect to such conversion or exercise, as applicable, the Investor would beneficially own in excess of 4.99% (or, at the option of the Investor, 9.99%) of the shares of Common Stock outstanding immediately after giving effect to such conversion. On March 11, 2025, the Company obtained stockholder approval to issue up to (a) 10,242,324 shares of Common Stock (giving effect to the Reverse Split) pursuant to conversions of Class A Incremental Notes and (b) 684,647 shares of Common Stock (giving effect to the Reverse Split) pursuant to exercises of Class A Incremental Common Warrants.

The form of the Class A Incremental Warrant was filed as Exhibit 4.3 to the February 3, 8-K. The form of the Class A Incremental Note was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 23, 2025. The Class A Incremental Common Warrants have substantially the same form as the warrants to purchase up to an aggregate of 67,427 shares of Common Stock (giving effect to the Reverse Split) issued by the Company on January 28, 2025 which was filed as Exhibit 4.1 to the March 7, 8-K/A.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Information set forth in Item 1.01 of this Current Report on Form 8-K with regard to the Class A Incremental Note is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Class A Incremental Note and the Class A Incremental Common Warrants were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of the Class A Incremental Note Conversion Shares or the shares of Common Stock underlying the Class A Incremental Common Warrants on a cashless basis, pursuant to the exemption provided in Section 3(a)(9) under the Securities Act.

The Investor is an “accredited investor” as that term is defined in Rule 501 under the Securities Act. The securities described in this Current Report on Form 8-K have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

The issuance of the Series C Preferred Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).

The issuance of the Exchange Shares of the Company’s Common Stock in exchange for a reduction in the Loan Amount was made by the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such act on the basis that these offers constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid to any party for soliciting such exchange.

Item 3.03 Material Modification to Rights of Security Holders.

As previously disclosed, on June 6, 2025, the Company filed the Certificate of Designation of Series LTI Convertible Preferred Stock (the “Series LTI Preferred Stock”) with the Secretary of State of the State of Delaware. On June 14, 2025, the Company issued a total of 1,250,000 shares (the “LTI Shares”) of Series LTI Preferred Stock to the Company’s executive officers and members of the Board of Directors (the “Board”) of the Company.

On December 31, 2025, the Board approved the cancellation and retirement of the LTI Shares previously issued. In connection with the Board’s approval of the cancellation of the LTI Shares, on December 31, 2025, each holder of LTI Shares entered into a letter agreement with the Company pursuant to which the holders of LTI Shares agreed to surrender all shares of Series LTI Preferred Stock held for cancellation, for no consideration.

Following the surrender of the shares pursuant to the letter agreements, the Company cancelled and rescinded the shares, and such shares were restored to the status of authorized but unissued shares of Series LTI Preferred Stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements.

Information set forth in Item 3.03 of this Current Report on Form 8-K with regard to the cancellation of the LTI Shares is incorporated by reference into this Item 5.02.

The cancellation of the LTI Shares was approved by the Board and implemented through letter agreements with the Company’s executive officers and members of the Board. The cancellation of the LTI Shares was not in connection with any termination of service, appointment, or new compensatory arrangement, and no cash or other consideration was paid or received in connection therewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Settlement Agreement, dated as of December 31, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC
10.2	Exchange Agreement, dated as of December 31, 2025, by and between Interactive Strength Inc. and Vertical Investors, LLC
---	---
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:	January 7, 2026	By:	/s/ Caleb Morgret
			Chief Financial Officer<br>(Principal Financial Officer and Principal Accounting Officer)

EX-10.1

Exhibit 10.1

DECEMBER 31, 2025 SETTLEMENT AGREEMENT

THIS DECEMBER 31, 2025 SETTLEMENT AGREEMENT (this “Agreement”) is dated as of December 31, 2025 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Vertical Investors, LLC, a Mississippi limited liability company (“Vertical” and together with the Company, the “Parties”).

WHEREAS, on April 24, 2024, the Company and Vertical entered into that certain Loan Modification Agreement (the “Loan Modification Agreement”), pursuant to which Vertical was issued 1,500,000 shares of the Company’s Series A Preferred Stock;

WHEREAS, on April 24, 2024, the Company and Vertical entered into that certain Loss Restoration Agreement (as subsequently amended and modified, the “Loss Restoration Agreement”);

WHEREAS, the Company has authorized and designated a Series C Preferred Stock (the “Series C”) pursuant to the terms of a Certificate of Designation in respect of thereof (the “Series C COD”) which provides for each share of Series C to have an original issue price of $2.00 (the “Original Issue Price”);

WHEREAS, the Company and Vertical are parties to that certain Credit Agreement, dated as of February 1, 2024, as modified by the Loan Modification Agreement (as amended heretofore, herein and hereafter, collectively, the “Credit Agreement”) and

WHEREAS, the Company and Vertical have agreed to issue certain “Series C Preferred Shares” in exchange for payment owed under the terms and conditions of Section 2 of the Loss Restoration Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Settlement. Effective as of the Effective Date, in settlement of the amount owed to Vertical under the terms and conditions of Section 2 of the Loss Restoration Agreement, based upon the Net Trade Value (as defined in the Loss Restoration Agreement) of $33,749.81, as of December 30, 2025, the Company shall issue 16,875 Series C Preferred Shares. In connection with the foregoing, the Company and Vertical shall direct the Company’s transfer agent to issue to Vertical the Series C Preferred Shares. In addition, Vertical shall repay the amounts drawn on the Stephens Letter of Credit and cancel the remaining Letter of Credit availability, subject to agreed upon terms
Representations and Warranties of the Company. The Company hereby represents and warrants to Vertical that:
the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
all corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof. This Agreement has been validly authorized, executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against them in accordance with their terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; and
the Series C Preferred Shares issued in accordance herewith have been duly authorized and validly issued and are fully paid and non-assessable.
Representations and Warranties of Vertical. Vertical hereby represents and warrants to the Company that:
Vertical is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Mississippi;
all actions on the part of Vertical necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by Vertical and constitutes the legal, valid and binding obligations of Vertical, enforceable against Vertical in accordance with its terms, except as such enforcement may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies;
Vertical is acquiring the Series C Preferred Shares for its own account only and not with view towards, or for sale in connection with, the public sale or distribution thereof;
Vertical is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act;
Vertical understands that until such time as the Series C Preferred Shares have been registered under the Securities Act of 1933 or may be sold pursuant to Rule 144 or Regulation S or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Series C Preferred Shares may bear a restrictive legend;
Vertical and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Series C Preferred Shares; Vertical has had the opportunity to review the Company’s filings with the Securities and Exchange Commission; Vertical and its advisors, if any, have been afforded the opportunity to ask questions of the Company; neither such inquiries nor any other due diligence investigations conducted by Vertical or its advisors, if any, or its representatives shall modify, amend or affect Vertical’s right to rely on the Company’s representations and warranties contained herein; Vertical has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to
its acquisition of the Series C Preferred Shares; Vertical is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition of the Series C Preferred Shares and the transactions contemplated by this Agreement;
Vertical understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Series C Preferred Shares or the fairness or suitability of the investment nor have such authorities passed upon or endorsed the merits of the offering of the Series C Preferred Shares; and
Vertical understands and acknowledges that, upon its execution of this Agreement, any and all due and owing to it under Section 2 of the Loss Restoration Agreement will be automatically extinguished, without further action on the part of the Company or Vertical except as otherwise set forth herein, and Vertical releases the Company from any and all obligations of the Company to Vertical under the Liability owed to it; without limiting the generality of the preceding sentence, Vertical hereby surrenders and waives all rights that it has in respect of all of its owed Liability.
Additional Covenants. Notwithstanding anything herein or in the Loan Modification Agreement, the Loss Restoration Agreement, or any other agreement between the Company and Vertical, so long as Vertical is a holder of Series C Preferred Shares, the Company shall not (i) incur any indebtedness, or (ii) issue any preferred securities or other securities with a liquidation or conversion preference with superiority over Series C Preferred Shares, unless, in each case, Vertical’s prior written consent is first obtained.
Miscellaneous.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.
Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings between the Parties with respect thereto.
Successors. This Agreement will inure to the benefit of any successor in interest to a party or any person that after the date hereof may acquire any subsidiary or division of a party.
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which will constitute the same agreement.

[Signature Page(s) Follow this Page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.

INTERACTIVE STRENGTH INC.

By: /s/ Trent Ward

Name: Trent Ward

Title: Chief Executive Officer

VERTICAL INVESTORS, LLC

By: Addicus Private Equity, LLC, its Manager

By: /s/ Stephen Miles

Name: Stephen Miles

Title: Manager

EX-10.2

Exhibit 10.2

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT, is dated as of December 31, 2025 (this “Agreement”), by and between Interactive Strength Inc., a Delaware corporation (the “Borrower”) and Vertical Investors, LLC, a Mississippi limited liability company (“Lender” and together with the Borrower, the “Parties”).

WHEREAS, Borrower and Lender are parties to that certain Credit Agreement dated as of February 1, 2024 (as amended heretofore, herein and hereafter, collectively, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Credit Agreement), pursuant to which, among other things, Lender originally made available to Borrower a term loan in the original principal amount of $7,968,977.74 (as amended, extended, modified, restated, renewed or otherwise changed, the “Loan”, and the promissory note in connection with the Loan, the “Note”);

WHEREAS, on April 24, 2024, the Parties entered into that certain Loan Modification Agreement (the “Loan Modification Agreement”), pursuant to which Lender was issued 1,500,000 shares of the Borrower’s Series A Preferred Stock, in exchange for which the principal amount of the Loan was reduced by $3,000,000.

WHEREAS, on different dates during September, October and November 2024, the Parties entered into certain Exchange Agreements and Exchange and Settlement Agreement (the “Exchange Agreements”), pursuant to which Lender was issued 4,318,495 shares of the Borrower’s Common Stock and 2,861,128 shares of the Borrower’s Series C Preferred Stock in exchange for the 1,559,668 shares of the Borrower’s Series A Preferred Stock owned by Lender and for which the principal amount of the Loan was reduced by $3,968,977.74.

WHEREAS, as of December 31, 2025, the outstanding principal amount and accrued interest of the Loan is $170,250.00 (the “Loan Amount”); and

WHEREAS, the Parties have agreed to reduce the Loan Amount by one hundred and fifty--six thousand and two hundred and two dollars ($156,202) via the exchange, by Lender, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), of the Note with a principal amount of the Loan Amount for twenty-eight thousand and four hundred (28,400) shares (the “Exchange Shares”) of the Borrower’s Common Stock, par value $0.0001 per share (the “Common Stock”), for a price per Exchange Share of $5.50.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Exchange. Effective as of the date hereof, in exchange for the Note with a principal amount of the Loan Amount, the Borrower shall instruct its transfer agent to issue the Exchange Shares to Lender with such Exchange Shares not containing a Securities Act restrictive legend.
Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to Lender that:
the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;
all corporate action on the part of the Borrower necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof. This Agreement has been validly authorized, executed and delivered by the Borrower, and constitutes the legal, valid and binding obligations of the Borrower, enforceable against them in accordance with their terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; and
the Exchange Shares to be issued in accordance herewith have been duly authorized and, upon issuance, will be validly issued and fully paid and non-assessable.
Representations and Warranties of Lender. Lender hereby represents and warrants to the Borrower that:
Lender is a legal person duly organized, validly existing and in good standing under the laws of its jurisdiction of its organization;
all actions on the part of Lender necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by Lender and constitutes the legal, valid and binding obligations of Lender, enforceable against Lender in accordance with its terms, except as such enforcement may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies;
Lender is acquiring the Exchange Shares for its own account only and not with view towards, or for sale in connection with, the public sale or distribution thereof;
Lender is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act;
Lender and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Borrower and materials relating to the offer and issuance of the Exchange Shares; Lender has had the opportunity to review the Borrower’s filings with the Securities and Exchange Commission (the “Commission”); Lender and its advisors, if any, have been afforded the opportunity to ask questions of the Borrower; neither such inquiries nor any other due diligence investigations conducted by Lender or its advisors, if any, or its representatives shall modify, amend or affect Lender’s right to rely on the Borrower’s representations and warranties contained herein; Lender has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Exchange Shares; Lender is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Borrower or any of its agents or representatives, for
such accounting, legal and tax advice with respect to its acquisition of the Exchange Shares and the transactions contemplated by this Agreement;
Lender understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Exchange Shares or the fairness or suitability of the investment nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Shares; and
Additional Acknowledgments. The Parties confirm that the Borrower has not received any consideration for the transactions contemplated by this Agreement. Pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act, as amended, and the rules and regulations promulgated thereunder, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as Rule 144, the holding period of the Exchange Shares tacks back to the issuance date of the Note. The Borrower hereby confirms that Lender currently is not and will not be upon closing of this Agreement (individually or together as a group) deemed an “affiliate” as defined in Rule 144. The Borrower agrees not to take a position contrary to this paragraph.
Miscellaneous.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.
Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings between the Parties with respect thereto.
Successors. This Agreement will inure to the benefit of any successor in interest to a party or any person that after the date hereof may acquire any subsidiary or division of a party.
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which will constitute the same agreement.

[Signature Page(s) Follow this Page]

Exhibit 10.2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.

INTERACTIVE STRENGTH INC.

By: /s/ Trent Ward

Name: Trent Ward

Title: CEO

VERTICAL INVESTORS, LLC

by: Addicus Private Equity, LLC, its Manager

By: /s/ Stephen Miles

Name: Stephen Miles

Title: Manager