Form 8-K Interactive Strength, For: Jul 28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

INTERACTIVE STRENGTH INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Certificate of Designations of Series A Preferred Stock, on July 28, 2026, the Board of Directors of the Company declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 281,344 shares of Series A Preferred Stock in the aggregate (the “Series A Dividend Shares”). The Company issued the Series A Dividend Shares on July 28, 2026.

In addition, pursuant to the Certificate of Designations of Series C Preferred Stock, on July 28, 2026, the Board of Directors of the Company declared a dividend on the shares of Series C Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 338,240 shares of Series C Preferred Stock in the aggregate (the “Series C Dividend Shares”). The Company issued the Series C Dividend Shares on July 28, 2026.

The issuance of the Series A Dividend Shares and the Series C Dividend Shares was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).

Following the issuance of the Series A Dividend Shares and the Series C Dividend Shares, there are 4,696,089 shares of Series A Preferred Stock and 3,187,097 shares of Series C Preferred Stock outstanding.

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.