---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-317646"
form_type: "8-K"
ticker: "TRNR"
cik: "0001785056"
company_name: "Interactive Strength, Inc."
filed_at: "2025-12-12T23:59:59+00:00"
generated_at: "2026-05-16T13:22:35.056679+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# TRNR defaults on DWF convertible notes; delivers 82.97M FET tokens and issues $4.5M remainder note

## Summary
- DWF accelerated $50M June 2025 notes after FET price drop; Liquidation Netting triggered.
- Borrowers delivered 82,972,910 FET tokens; issued $4.5M convertible remainder note due Dec 2026.
- Vertical Investors loan cut by $632,500 via 115,000 shares at $5.50; remaining balance $170,250.
- Backstop Agreement with FET entity terminated.
- Pro forma shares outstanding: 2,709,336 as of Dec 11, 2025.

## SEC filing metadata
- accession: 0001193125-25-317646
- form_type: 8-K
- ticker: TRNR
- cik: 0001785056
- company_name: Interactive Strength, Inc.
- filed_at: 2025-12-12T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 2.04, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1785056/000119312525317646/0001193125-25-317646-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1785056/000119312525317646/trnr-20251208.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-317646
- JSON: https://secwatch.observer/filing/0001193125-25-317646.json
- Plain text: https://secwatch.observer/filing/0001193125-25-317646.txt

## Key facts
- Debt Financings
  Interactive Strength, Inc. faced acceleration on senior notes of $55,555,555 with DWF.
  - Instrument: senior notes
  - Principal: $55,555,555
  - Counterparty: DWF
  - Event: acceleration
  source text: pursuant to which the Borrowers agreed to sell for $50 million, senior secured convertible exchangeable notes issued by the Borrowers in the aggregate principal amount of $55,555,555 (the “Note”), which is both (a) convertible into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and (b) exchangeable into the utility tokens
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785056/000119312525317646/0001193125-25-317646-index.htm
- Debt Financings
  Interactive Strength, Inc. incurred debt of $4.5 million with DWF maturing one year from the date of issuance.
  - Principal: $4.5 million
  - Counterparty: DWF
  - Maturity: one year from the date of issuance
  - Event: incurrence
  source text: the Borrowers shall issue to DWF a Remainder Note in the amount of $4.5 million (the “Remainder Note”) as payment in full of the remaining principal amount as a result of the Final Netting Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785056/000119312525317646/0001193125-25-317646-index.htm
- Debt Financings
  Interactive Strength, Inc. incurred debt of $3.0 million with ATW.
  - Principal: $3.0 million
  - Counterparty: ATW
  - Event: incurrence
  source text: An unsecured Remainder Note (as defined in the Master Netting Agreement) in the amount of $3.0 million was issued to ATW to account for the reduction in principal amount as a result of the Netting provisions.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785056/000119312525317646/0001193125-25-317646-index.htm
- Debt Financings
  Interactive Strength, Inc. amended loan of $802,750 with Vertical Investors, LLC.
  - Instrument: loan
  - Principal: $802,750
  - Counterparty: Vertical Investors, LLC
  - Event: amendment
  source text: 8, 2025, the outstanding principal amount of the Loan was reduced to $753,119.63. As of December 5, 2025, the outstanding principal amount and accrued interest of the Loan was $802,750 (the "Loan Amount"). On December 8, 2025, the Company and the Lender entered into an Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Company
  evidence_url: https://www.sec.gov/Archives/edgar/data/1785056/000119312525317646/0001193125-25-317646-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.