Interactive Strength (TRNR) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 28, 2026, to vote on key proposals affecting capital structure and corporate governance.

• Proposals include approval for large issuances of common stock, amendments to the stock incentive plan, and authority for reverse stock splits.

• Board recommends voting in favor of all proposals to maintain compliance with Nasdaq rules and support future growth.

Voting matters and shareholder proposals

• Approval sought for potential issuance of 20% or more of outstanding common stock upon conversion of various preferred stocks, convertible notes, and warrants.

• Proposal to amend the 2023 Stock Incentive Plan to add 5,000,000 shares and an automatic increase tied to Series F conversions.

• Grant of discretionary authority to the Board for one or more reverse stock splits at ratios from 1-for-4 up to 1-for-100.

• Each proposal requires a majority of votes cast for approval; abstentions and broker non-votes have no effect.

Board of directors and corporate governance

• Board retains discretion over timing and ratio of reverse stock splits, with authority to abandon splits if not in the best interest of shareholders.

• Board may amend, suspend, or terminate the 2023 Stock Incentive Plan, provided participant rights are not materially impaired.