Interactive Strength Inc.

Item 3.02 Unregistered Sales of Equity Securities. On August 10 and August 12, 2026, Interactive Strength Inc., a Delaware corporation (the "Company") entered into Exchange Agreements (collectively, the "Exchange Agreements") with certain holders of the Company's Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred”) or promissory notes (each, a "Holder" and collectively, the "Holders"), pursuant to which the Holders exchanged (i) Series A Preferred shares or (ii) portions of promissory notes, for shares of the Company's Common Stock, par value $0.0001 per share ("Common Stock"). The exchanges were effected as follows: August 10, 2026 Exchange Agreement On August 10, 2026, the Company entered into an Exchange Agreement with DWF Ventures, Ltd, pursuant to which DWF Ventures, Ltd exchanged $537,000 of principal balance on a Remainder Note for 150,000 shares of Common Stock at an exchange price of $3.58 per share (at or above the Nasdaq Minimum Price (with such term, as used in this Current Report on Form 8-K, having the definition found in Nasdaq Listing Rule 5635(d))). The principal balance of the Remainder Note following the exchange was $4,319,548. August 12, 2026 Exchange Agreements On August 12, 2026, the Company entered into an Exchange Agreement with THLWY LLC, pursuant to which THLWY LLC exchanged 25,560 Series A Preferred shares, having an aggregate original purchase price of $51,120, for 15,000 shares of Common Stock at an exchange price of $3.42 per share (at or above the Nasdaq Minimum Price). On August 12, 2026, the Company entered into an Exchange Agreement with a holder of 12,825 Series A Preferred shares, having an aggregate original purchase price of $25,560, pursuant to which Exchange Agreement, the holder exchanged the 12,825 Series A Preferred shares for 7,500 shares of Common Stock at an exchange price of $3.42 per share (at or above the Nasdaq Minimum Price). On August 12, 2026, the Company entered into an Exchange Agreement with a different holder of 12,825 Series A Preferred shares, having an aggregate original purchase price of $25,560, pursuant to which Exchange Agreement, the holder exchanged the 12,825 Series A Preferred shares for 7,500 shares of Common Stock at an exchange price of $3.42 per share (at or above the Nasdaq Minimum Price). On August 12, 2026, the Company entered into an Exchange Agreement with Woodway (USA) Inc., pursuant to which Woodway (USA) Inc. exchanged $85,500 of principal balance on a promissory note for 25,000 shares of Common Stock at an exchange price of $3.42 per share (at or above the Nasdaq Minimum Price). The principal balance of the promissory note following the exchange was $1,875,087. In the aggregate, the Company issued 205,000 shares of Common Stock (the “Exchange Shares”) in connection with the Exchange Agreements. Following the issuance of the Exchange Shares and other unregistered share issuances, as of August 12, 2026, the Company had 1,619,702 shares of Common Stock outstanding. The issuance of the Exchange Shares was made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on this exemption because: (a) the exchanges were made exclusively with existing holders of the Company's securities; (b) no commission or other remuneration was paid or given directly or indirectly for soliciting the exchanges; (c) no party to the transactions is deemed an underwriter; (d) no additional cash consideration was paid by the Holders; and (e) the issuer of the Exchange Shares is the same issuer as the convertible preferred stock or promissory notes exchanged therefor. The Exchange Shares are restricted securities and bear restrictive legends. The Exchange Agreements have substantially the same form as the form of exchange agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2026.