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INTERACTIVE STRENGTH INC.

NASDAQ:TRNR
Annual Meeting

of Shareholders

MEETING DATE

08/28/2026
DEF 14A FILED
08/17/2026
PUBLISHED
08/17/2026 10:05 am
TIME TO PUBLISH
08/19/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:TRNR· CUSIP 45840Y203 · CLASS Common Stock · CIK 0001785056

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

5
FOR
1
AGAINST
0
WITHHOLD
6
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
To approve, for purposes of Rules 5635(a), 5635(b), 5635(c), and 5635(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 per share (the "Common Stock"), upon the conversion or exchange of the Company’s Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock (Series D1, D2, and D3), and Series E Preferred Stock (the "Existing Preferred Stock Issuance Proposal")
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Approval permits Common Stock issuance upon conversion of Existing Preferred Stock beyond Nasdaq’s 19.99% threshold.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
To approve, for purposes of Rules 5635(a), 5635(b), 5635(c), and 5635(d) of Nasdaq, the potential issuance of 20% or more of the outstanding shares of Common Stock upon the conversion or exchange of the Company’s Series F Preferred Stock (consisting of Series F-1, Series F-2, and Series F-3 Non-Voting Convertible Preferred Stock) to be issued to the shareholders of STEPR, Inc. pursuant to the Stock Purchase Agreement, dated July 7, 2026 (the "STEPR Series F Issuance Proposal")
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Approval permits Common Stock issuance upon Series F conversions beyond Nasdaq’s 19.99% threshold.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
To approve, for purposes of Rules 5635(a), 5635(b), and 5635(d) of Nasdaq, the potential issuance of 20% or more of the outstanding shares of Common Stock upon the conversion or exchange of outstanding promissory notes (the "Convertible Note Issuance Proposal")
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Approval permits Common Stock issuance upon conversion of outstanding promissory notes beyond Nasdaq’s 19.99% threshold.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
To approve, for purposes of Rules 5635(b) and 5635(d) of Nasdaq, the potential issuance of 20% or more of the outstanding shares of Common Stock upon the conversion or exchange of outstanding warrants (the "Warrants Issuance Proposal")
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Approval permits Common Stock issuance upon exercise or exchange of outstanding warrants beyond Nasdaq’s 19.99% threshold.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
To approve an amendment to the Company’s 2023 Stock Incentive Plan to (i) add 5 million shares to the plan and (ii) add an automatic share increase provision equal to 10% of the shares of Common Stock issued pursuant to conversions of the Series F Preferred Stock (the "2023 Plan Amendment Proposal")
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The amendment adds 5,000,000 shares and an automatic increase tied to Series F conversions.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
To grant discretionary authority to the Company’s Board of Directors (the "Board") 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) (the "Reverse Stock Split Proposal")
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states the reverse stock split could discourage unsolicited takeovers and help current management retain its position.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

3a481c8e1adab29224f0ce49c0fbbb1ea382c187a810cc86f02c144ee9b680e7

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