Interactive Strength (TRNR) Proxy filing summary

Executive summary

• Special Meeting scheduled for August 28, 2026, to vote on key proposals affecting capital structure and 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 Nasdaq compliance 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, promissory notes, and warrants.

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

• Proposal to grant the Board authority for one or more reverse stock splits at ratios from 1-for-4 up to 1-for-100, not exceeding 1-for-100 in aggregate.

• 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 fixed August 13, 2026, as the record date for voting eligibility.

• Board recommends voting “FOR” all proposals and retains discretionary authority to implement reverse stock splits.

• Board may abandon reverse stock split if deemed not in the best interest of shareholders.