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 08, 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
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(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.

Exchange of June 2025 FET Notes

As previously disclosed, in June 2025, Interactive Strength Inc. (the “Company”) and its wholly-owned subsidiary, Interactive Strength Treasury LLC (the “Treasury Subsidiary”) (collectively, the “Borrowers”), entered into that certain securities purchase agreement (the “Purchase Agreement”) with an entity affiliated with ATW Partners (“ATW”) and an entity affiliated with DWF Labs (“DWF”), pursuant to which the Borrowers agreed to sell for $50 million, senior secured convertible exchangeable notes issued by the Borrowers in the aggregate principal amount of $55,555,555 (the “Note”), which is both (a) convertible into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and (b) exchangeable into the utility tokens and key medium of exchange on the Fetch.ai network (“FET”). In connection with the Purchase Agreement, the Borrowers also entered into the following agreements: (a) a master netting agreement (the “Master Netting Agreement”); (b) a security and pledge agreement (with such agreement being entered into by the Treasury Subsidiary and acknowledged by the Company) (“Security and Pledge Agreement”); and (c) a backstop agreement (the “Backstop Agreement”).

As previously disclosed, in October 2025, due to a decrease in FET price, the collateral value was less than 150% of the Backstop Amount (as defined in the Backstop Agreement), and on October 10, 2025, the Company received, pursuant to the Security and Pledge Agreement, a "Top Off" notice from ATW related to the decrease in collateral value. In accordance with the terms of the Master Netting Agreement, ATW proceeded to sell the Company's tokens and then a portion of the collateral tokens until it had generated approximately $18.9 million. This amount satisfied the $22.2 million principal and accrued interest of the June convertible exchangeable notes held by ATW as of September 30, 2025. An unsecured Remainder Note (as defined in the Master Netting Agreement) in the amount of $3.0 million was issued to ATW to account for the reduction in principal amount as a result of the Netting provisions.

Final Netting Agreement

In connection with the decrease in FET price, an event of default has occurred under the Notes (the “Defaulted Notes”) held by DWF.

On December 9, 2025, the Borrowers entered into that certain Final Netting Agreement (the “Final Netting Agreement”) with DWF and the entity affiliated with FET (“FET Entity”), pursuant to which DWF accelerated the Notes, triggered a Liquidation Event (as defined in the Master Netting Agreement) and conducted Liquidation Netting (as defined in the Master Netting Agreement), in accordance with the terms of the Master Netting Agreement.

Pursuant to the Final Netting Agreement, the Borrowers shall cause the Custodian (as defined in the Master Netting Agreement) to deliver to DWF 82,972,910 Tokens securing the Defaulted Notes. In addition, the Borrowers shall issue to DWF a Remainder Note in the amount of $4.5 million (the “Remainder Note”) as payment in full of the remaining principal amount as a result of the Final Netting Agreement.

The maturity date of the Remainder Note is one year from the date of issuance. The Remainder Note is convertible (in whole or in part) at any time on or after the date of issuance into such number of fully paid and non-assessable shares of Common Stock.

The foregoing description of the Final Netting Agreement does not purport to be complete and is qualified in its entirety by reference to the Final Netting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Exchange Agreement

As previously disclosed, on February 1, 2024, 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”).

Via various previously disclosed transactions, as of August 8, 2025, the outstanding principal amount of the Loan was reduced to $753,119.63.

As of December 5, 2025, the outstanding principal amount and accrued interest of the Loan was $802,750 (the "Loan Amount").

On December 8, 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 $632,500 in exchange for the issuance of 115,000 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 $170,250.

The foregoing description of the Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Exchange Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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 Remainder Note is incorporated by reference into this Item 2.03.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Information set forth in Item 1.01 of this Current Report on Form 8-K with regard to the acceleration of the Note pursuant to the Final Netting Agreement is incorporated by reference into this Item 2.04.

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 Remainder Note was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder or, in the event of an issuance of shares of Common Stock pursuant to the Remainder Note on a cashless basis, will be made pursuant to the exemption provided in Section 3(a)(9) under the Securities Act on the basis that these offers will constitute an exchange with existing holders of the Company’s securities, and no commission or other remuneration will be paid to any party for soliciting such exchange.

DWF 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 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 contained in Section 3(a)(9) 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.

Following the issuance of the Exchange Shares and unregistered shares issued pursuant to previously disclosed transaction documents with such possible issuances of unregistered shares having been disclosed pursuant to Item 3.02 of Form 8-K, as of December 11, 2025, the Company had 2,709,336 shares of Common Stock outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1*	Final Netting Agreement, dated as of December 9, 2025, by and among Interactive Strength Inc., Interactive Strength Treasury, LLC, DWF Ventures Ltd. and FET US I LLC.
10.2	Exchange Agreement, dated as of December 8, 2025, by ad between Interactive Strength Inc. and Vertical Investors, LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

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:	December 12, 2025	By:	/s/ Caleb Morgret
			Chief Financial Officer<br>(Principal Financial Officer and Principal Accounting Officer)

EX-10.1

Exhibit 10.1

FINAL NETTING AGREEMENT

THIS FINAL NETTING AGREEMENT (this "Agreement"), dated as of December 9, 2025, is by and among Interactive Strength, Inc., a Delaware corporation ("TRNR"), Interactive Strength Treasury, LLC, TRNR's wholly owned subsidiary and a Delaware limited liability company (the "Treasury Subsidiary" and together with TRNR, the "Borrowers"), DWF Ventures Ltd., a BVI business company ("DWF"), and FETUS I LLC, a Delaware limited liability company ("Fetch" and together with TRNR, Treasury Subsidiary and DWF, collectively the "Parties", and each a "Party"). Capitalized terms used herein but not defined shall have the meanings given to such terms in the Master Netting Agreement (as defined below).

WHEREAS, the Borrowers and DWF are parties to that certain Master Netting Agreement, dated as of June 13, 2025 (the "Master Netting Agreement");

WHEREAS, the Borrowers and Fetch are parties to that certain Backstop Agreement, dated as of June 13, 2025 (the "Backstop Agreement");

WHEREAS, the Parties are entering into this Agreement to memorialize their agreement on matters related to the Master Netting Agreement and the Backstop Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Agreement on Netting.
The Parties acknowledge and agree that:
an Event of Default has occurred and is continuing under the Notes held by DWF (the "Defaulted Notes");
pursuant to the terms of the Underlying Agreements and the Master Netting Agreement, DWF is hereby exercising its right to accelerate the Maturity Date of the Defaulted Notes and cause a Liquidation Event and proceed with Liquidation Netting;
as of the date hereof the aggregate Basic Principal and Liquidation Obligations due under the Defaulted Notes are greater than the current value of Tokens securing the Defaulted Notes;
the Borrowers shall take all actions necessary to cause the Custodian to deliver to DWF, at the wallet address set forth in Schedule 1, the 82,972,910 Tokens securing the Defaulted Notes in partial satisfaction of the Basic Principal and Liquidation Obligations;
the Borrowers shall issue to DWF a Remainder Note, dated as of the date hereof, in the principal amount of $4.5 million as payment in full of the remaining Basic Principal and Liquidation Obligations of the Defaulted Notes and, for the

avoidance of doubt, upon the issuance of the Remainder Note, any Liquidation Obligations in excess of $4.5 million shall be null and void; and

the Backstop Agreement is hereby terminated.
Representations and Warranties. Each Party represents and warrants to the other Parties that:
Authority. (a) Such Party has the necessary legal right, authority, power and capacity to execute and deliver this Agreement and to perform the transactions contemplated hereby and (b) the execution, delivery and performance under this Agreement and the consummation by such Party of the transactions contemplated hereby have been duly authorized by all necessary actions and proceedings (including, without limitation, any requisite consent of its board and stockholders), and constitutes such Party's legal, valid and binding obligation, enforceable against such Party in accordance with its terms.
No Conflict. Such Party's execution, delivery, and performance of this Agreement and the transactions contemplated hereunder do not and will not, directly or indirectly,

(a) conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any instrument, contract or other agreement to which such Party is a party; (b) conflict with any provision of such Party's governing documents, or (c) require the consent or approval of, or notice to, any governmental authority or third-party, except where the breach, conflict, default, or failure to obtain consent or approval or give notice would not reasonably be expected to have a material adverse effect such Party's ability to execute, deliver and perform the transactions contemplated by this Agreement.

No Litigation. Such Party is not a party to any claim, action, suit, proceeding, or governmental investigation ("Action") and, to its knowledge, there is no threatened Action, in either case that otherwise challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement.
Miscellaneous
Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Entire Agreement. This Agreement constitutes the sole and entire agreement the Parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter of this Agreement.
Amendments. No amendment to this Agreement is effective unless it is m writing and signed by all of the Parties.
Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") in writing and addressed to another Party at the addresses set forth on the signature page of this Agreement (or to such other address that the receiving Party may designate from time to time in accordance with this section). Each Party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party and (b) if the Party giving the Notice has complied with the requirements of this Section.
Governing Law; Venue. This Agreement shall be construed, governed and enforced by and in accordance with the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of laws of another jurisdiction. In any action or proceeding arising or relating to this Agreement, the parties agree that the jurisdiction and venue shall be exclusively in the federal and state courts located in the County of New York, State of New York, and each party waives any objection it may have with respect to the jurisdiction of such courts or the inconvenience of such forum or venue.
Further Assurances. The Parties shall reasonably cooperate with each other and with their respective representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and shall (a) furnish upon request to each other such further information and records; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as another Party may reasonably request for the purpose of carrying out the intent of this Agreement, and the transactions contemplated hereby.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically in portable document format or any similar format, shall be treated as originals, fully binding and with full legal force and effect, and the Parties waive any rights they may have to object to such treatment.[Remainder Of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Final Netting Agreement as of the date first above written.

Interactive Strength, Inc.

By: /s/ Trent Ward Name: Trent Ward

Title: Chief Executive Officer

Interactive Strength Treasury LLC

By: /s/ Trent Ward Name: Trent Ward

Title: Chief Executive Officer of the Sole Member

DWF Ventures Ltd.

By: /s/ Andrei Grachev Name: Andrei Grachev

Title: Authorized Signatory

FET US I LLC

By: /s/ Humayun Sheikh Name: Humayun Sheikh

Title: Authorized Signatory

EX-10.2

Exhibit 10.2

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT, is dated as of December 8, 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 5, 2025, the outstanding principal amount and accrued interest of the Loan is $802,750.00 (the “Loan Amount”); and

WHEREAS, the Parties have agreed to reduce the Loan Amount by six hundred and thirty two thousand and five hundred dollars ($632,500) 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 one hundred and fifteen thousand (115,000) 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. Subsequently, the Borrower shall issue to Lender a new Note with a principal amount of $170,250.
Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to Lender that:

(a) the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;

(b) 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

(c) 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:

(a) Lender is a legal person duly organized, validly existing and in good standing under the laws of its jurisdiction of its organization;

(b) 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;

(c) 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;

(d) Lender is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act;

(e) 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;

(f) 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.
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 Miscellaneous.
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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: CEO

VERTICAL INVESTORS, LLC

by: Addicus Private Equity, LLC, its Manager

By: /s/ Stephen Miles Name: Stephen Miles

Title: Manager