February 20, 2026
Fellow Shareholders:
This morning, we announced a reverse stock split (effective 2/24). This is something we tried hard to avoid. Just two days ago, on Wednesday, we issued news about an exciting deal to acquire Ergatta (more below). We hoped that the expected value accretion would be reflected in the share price. While we saw unbelievable volume and volatility with TRNR shares, we were not able to avoid executing the split, as we are approaching the 30th day with a closing price below $1.00 per share.
As we have said consistently, it’s incredibly important to maintain compliance with Nasdaq listing requirements as its fundamental to our M&A-driven growth plan. As a reminder, and as our investor deck indicates, our deal-driven strategy offers the best and fastest path towards the scale and operating leverage TRNR’s business requires to begin generating non-dilutive working capital to fund growth.
One of the most unfortunate aspects of this reverse split is that the decline in our stock price – from a reasonable level to below $1.00 – was triggered and worsened by misleading, value-destructive statements from Sportstech at the end of December and through this month. We have shared a lot of information on the enforcement process we have initiated and it should be evident from these disclosures that Sportstech’s statements and actions have only one purpose: punishing our stock and shareholders in an effort to avoid their clear obligations. We believe very firmly that we will prevail but the process is longer than the Nasdaq compliance window and we have been forced into the split. It’s our responsibility, of course, since we pursued the deal, but this outcome is clearly another cost that they have caused, and we intend to collect on it.
As we shared in the Ergatta press release, we had signed the Letter of Intent (“LOI”) in early January, but we did not announce it as we had with previous potential acquisitions. We had wanted to be transparent about LOIs, but we’ve understood that while we have full expectations that all of our deals will close once we arrive at that point, the uncertainty to completion is hard to understand for some. As a result, we will only communicate once potential acquisitions are at a later and more definitive stage than the LOI.
So, the announcement of Ergatta means that we are through the definitive agreements and are working towards close, which is expected in Q1. We are very excited about the business and the team and think the deal structure is great for TRNR as we will be generating measurable cashflow and revenue immediately. We expect Ergatta will be a great deal, and we look forward to sharing more details when appropriate.
A large measure of our confidence in the Ergatta deal and its process derives from how the Wattbike transaction is playing out. After owning the Wattbike business for almost eight months, it’s increasingly clear how strong an addition it is to our connected fitness portfolio. Wattbike, when combined with Ergatta, forms the basis for our expectations that we will achieve profitability in the near-term. However, there is more to do, and the pipeline of potential acquisitions continues to grow, further emphasizing the need to maintain compliance with Nasdaq. Ultimately, the best way forward is for us to continue to work hard on finding, executing, completing and integrating great brands and businesses like Wattbike and Ergatta.
Thank you for the support.
Trent Ward
CEO, TRNR