January 7, 2025 

Dear Shareholders,

I am writing to provide additional detail and updates on last week’s Sportstech-related events. As was the case with the press release on the evening of December 29, my goal is to give shareholders a clear understanding of where we stand – legally, financially, and strategically – following Sportstech’s misleading public statement.

Let me be direct: Sportstech owes TRNR $6.6 million in principal, interest and fees. The loan is secured by 100% of Sportstech’s shares and any shortfall in collection is personally guaranteed by their CEO and sole shareholder. The maturity date was December 30, so the loan is now in default and we are in the process of enforcing our rights with respect to the amount owed to TRNR.

What Actually Happened Here

Given some understandable shareholder confusion, I want to again clarify timelines and events, as we did in our December 29 press release:

• We met Sportstech in September 2024 while they were at the end of an M&A process, and we signed a non-binding Letter of Intent in December 2024 and signed a Binding Transaction Agreement in February 2025. 
• As part of the transaction we agreed to extend a $5.0 million working capital loan to Sportstech, at a critical time for their business. Sportstech was in a bank restructuring group, struggling with liquidity and unable to grow. 
• This was a good-faith investment that we would complete the acquisition, but with appropriate loan documentation and security. 
• Our capital allowed them to stabilize operations, rebuild inventory, and resume growing, and we expected to benefit from their improved earnings by investing ahead of the transaction close.
• By their own public admission, they had a “very strong business year in 2025.” 
• That turnaround was funded by our shareholders’ capital and we are laser-focused on recovering the capital and the structured return.

As security for the loan, the CEO and sole shareholder of Sportstech pledged all of his shares as collateral. He also personally guaranteed any shortfall to repayment. These weren’t casual arrangements – they reflected the risk we were taking and the trust we extended, and they were mutually agreed to as part of a good faith effort on our part against the backdrop of a mutually-planned acquisition of the business.

We had every expectation that the acquisition would be completed by the time the loan matured on December 30, 2025, and the deal would have closed, had Sportstech followed through on their commitments. Instead, they slow-walked the transaction and asked us to extend the loan for many months while we continued to negotiate the acquisition, to which we did not agree. As the maturity date arrived, Sportstech did not repay the loan and it is now in default, and we are moving forward with enforcement.

Correcting the Record

Sportstech’s December 29 statement was misleading, and we need to say so plainly.

They claimed “the parties have so far been unable to agree on key economic and strategic terms.”

The transaction agreement we signed in February 2025 – publicly filed with the SEC – establishes all material terms and there were no economic deviations from these terms in the final documentation. This claim is verifiably false.

They claimed “negotiations have been suspended effective November 27, 2025.”

Perhaps in their mind, Sportstech had determined this, but this was not the case and was not communicated. In fact, during December, executives and representatives of both companies exchanged more than six substantive written communications expressing openness, and specific steps, to finalizing the transaction and resolving the loan. We have preserved all of these. The bottom line: any suggestion that discussions came to a halt back in November is factually incorrect as we believed a transaction was still possible, though we have discovered, since, just how insincere Sportstech’s words were.

They claimed “there is no mutually agreed basis to advance the process toward a binding agreement.”

This is nonsensical. We already had an agreement in February, it was signed, and it is filed with the SEC. Additionally, we have had effectively final, complete transaction documentation that follows the February agreement ready to go for several months. Asking for non-market and impossible last minute items does not indicate there is a lack of mutual agreement, it indicates either a complete lack of experience, or a total lack of sincerity in wanting to complete a transaction – or both. 

The simplest explanation for their misleading statements is that Sportstech has cold feet about a deal they agreed to. They also now are in default on a loan, and are asking for interest forgiveness on that loan, which funded their recovery. 

Given these facts and their actions, it’s easy to conclude that Sportstech’s public statement appears designed to evade or delay their clear obligations under the loan agreement, by disrupting our share price as a negotiating tactic. 

Our Leverage: The Loan

Shareholders should understand that our enforcement position centers on the loan agreement. Here is what we hold:

• $6.6 million due immediately  –  principal, interest, and extension fee. This is nearly twice TRNR’s current market capitalization.
• Security over 100% of Sportstech’s shares  –  pledged as collateral under the loan agreement.
• Personal guarantee from Sportstech’s CEO  –  he is individually liable for shortfalls in repayment.
• The loan is in default  –  We are now in the process of exercising remedies.

This is not a negotiating posture. We have engaged experienced German litigation counsel and are pursuing enforcement across multiple avenues, up to and including foreclosure on Sportstech’s shares (see just below for more detail on what that means). 

How This Resolves

There are really only two ways this ends:

Sportstech pays the cash they owe. They can repay the money that right now would represent approximately twice our current market cap and could be redeployed by us to other M&A opportunities. This ideally happens soon, without a lawsuit – but we are preparing for the legal process as well and we know we have a clear case.

We enforce our security and foreclose on the shares. In parallel to the legal efforts to get our loan repaid, we will be pushing forward with a foreclosure on the pledged shares. This could result in TRNR acquiring Sportstech through an enforcement process – potentially at a more attractive valuation than the original transaction – or forcing an auction of the business. The CEO, who personally guaranteed the loan, is liable to cover any shortfall in the amount received. 

Either outcome delivers value to TRNR shareholders.

A Note on Good Faith

I want to be clear about something: we acted in good faith throughout this process. We agreed to invest into a company that was struggling, but which had high potential. From an industrial logic perspective, the businesses were – and are – extremely complementary. We provided working capital when they needed it most. We gave them the runway to turn their business around and they did – using our money.

What we have received in return was continual delays and likely-fabricated stories, capped by a surprise press release filled with misleading statements, timed to disrupt our stock price during a holiday week. 

That is disappointing. It is not the kind of conduct we expected from people we had been working with for over a year. But disappointment does not change our legal position. The loan documents are clear. The collateral is pledged and notarized. The guarantee is signed. The loan itself is in default – and so we have begun an enforcement process via our German litigation counsel (see below), who is moving on multiple fronts.

Our Operating Business

While this situation commands attention, it does not define TRNR.

Our Q3 2025 results demonstrated 139% year-over-year revenue growth, driven by the successful integration of Wattbike. Wattbike continues to deliver strong commercial momentum globally. Across Wattbike, CLMBR, and FORME, we have improved operational discipline and focused resources where demand is clear. 

We are excited to share more about what a great deal we expect Wattbike to be once we have the data to share – it has homerun potential right now.  

We have also built European operating capabilities – including our German-speaking CFO – that position us to execute in the region regardless of how the Sportstech situation resolves.

And, we have more acquisitions in the pipeline that we expect to be accretive, so not acquiring Sportstech means our trajectory is not as steep as we hoped, but we fully expect it to be up and to the right. 

Our Commitment to You

I recognize that this situation is frustrating, particularly given the timing and the manner in which Sportstech chose to act. You deserve clarity, and we are committed to providing it.

Consistent with our December 29 commitment to act quickly and aggressively, we have delivered a formal default notice and are moving forward with enforcement. We will continue providing updates until this matter is resolved, published via our investor website.

I encourage you to register for updates at interactivestrength.com/updates and to contact us at ir@interactivestrength.com with questions.

We did not choose this situation. But we are prepared for it, and we will see it through.

Thank you for your continued support.

Sincerely,

Trent Ward Chief Executive Officer, Interactive Strength Inc.

Forward-Looking Statements

This letter includes certain statements that are “forward-looking statements” for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements generally are accompanied by words such as “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the possibility of closing the Sportstech acquisition on the same terms or at all, the collectability of the working capital loan, the enforcement of credit remedies such as the personal guarantee of the Sportstech CEO or the security on his shares, the possibility of acquiring Sportstech in a foreclosure auction at an attractive valuation or at all. The reader is cautioned not to rely on these forward-looking statements, and these statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company. Risks and uncertainties include but are not limited to acquisitions, sales, financing, litigation or other corporate actions and behaviors. A further list and descriptions of these risks, uncertainties and other factors can be found in filings with the Securities and Exchange Commission. To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements.