Interactive Strength Inc. Files Definitive Proxy Statement

TL;DR

Interactive Strength Inc. filed its proxy statement. Standard annual meeting stuff.

AI Summary

Interactive Strength, Inc. filed its definitive proxy statement (DEF 14A) on August 18, 2025. The filing concerns the company's annual meeting and related matters, as is standard for a DEF 14A. The company is headquartered at 1005 Congress Avenue, Suite 925, Austin, Texas.

Why It Matters

This filing is a routine disclosure required for public companies to inform shareholders about upcoming meetings and voting matters, ensuring transparency in corporate governance.

Risk Assessment

Risk Level: low — This is a routine administrative filing (DEF 14A) and does not contain new financial information or strategic changes that would typically impact risk.

Key Players & Entities

• Interactive Strength, Inc. (company) — Registrant
• Austin, Texas (location) — Company Headquarters

FAQ

Key Financial Figures

• $0.0001 — ompany’s Common Stock, par value $0.0001 (the “Common Stock”) upon

Filing Documents

• 2024_def-14a_sep_2025.htm (DEF 14A) — 1011KB
• img37232362_0.jpg (GRAPHIC) — 653KB
• img37232362_1.jpg (GRAPHIC) — 480KB
• 0000950170-25-109737.txt ( ) — 2573KB

From the Filing

DEF 14A 1 2024_def-14a_sep_2025.htm DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 INTERACTIVE STRENGTH INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials: Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(4) and 0-11. Interactive Strength Inc. 1005 Congress Avenue, Suite 925 Austin, Texas (512) 885-0035 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be Held on September 26, 2025 To the Stockholders of Interactive Strength Inc.: NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Interactive Strength Inc., a Delaware corporation (the “Company”), will be held on September 26, 2025 at 10 a.m. Eastern Time at 1005 Congress Ave, Suite 925, Austin, Texas 78701. The meeting will be held for the following purposes: The principal business of the meeting will be: 1. To elect one Class II director to serve until our 2028 annual meeting of Stockholders or until their successor is duly elected and qualified; 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; 3. 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 the Company’s Common Stock, par value $0.0001 (the “Common Stock”) upon the conversion of the Company’s Series E Convertible Preferred Stock (the “Series E 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 (the “Wattbike Issuance Proposal”); 4. To approve, for purposes of Rule 5635(c) of Nasdaq, the issuance of 20% or more of the outstanding shares of Common Stock upon the conversion of the Company’s Series LTI Convertible Preferred Stock (the “LTI Preferred Stock”), pursuant to employment agreements, by and between the Company and the Company’s executive officers and members of the Company’s Board of Directors (the “LTI Issuance Proposal”); 5. 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 (as defined herein); 6. To approve, on an advisory basis, the compensation paid to our named executive officers; 7. To approve, on an advisory basis, the frequency of future shareholder advisory votes on the compensation of our named executive officers; and 8. To transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof. You may vote if you were the record owner of shares of the Company’s Common Stock, at the close of business on July 29, 2025. The Board of Directors of the Company has fixed the close of business on July 29, 2025 as the record date (the “Record Date”) for the determination of Stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments thereof. As of the Record Date, there were 1,519,418 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of our Common Stock are entitled to one vote for each share of Common Stock held. The foregoing shares are referred to herein as the “Shares.” Holders of our Common Stock will vote together as a single class on all matters described in this proxy statement (the “Pr

View Full Filing

View this DEF 14A filing on SEC EDGAR