Dilution profile // every instrument, one screen, from SEC filings

Interactive Strength, Inc. (TRNR)

CIK 1785056 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3/A on file 2026-01-16
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
HIGHwarrants = 190% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-89% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~1.1 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2023-06-062026-08-11

Latest: 1.6M shares as of Aug 11, 2026 (10-Q). Share count fell from 10.1M to 1.5M between May 15, 2025 and Aug 7, 2025, a pattern consistent with a reverse split (roughly 1-for-7); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 3.1M underlying shares, as reported May 31, 2024 (10-Q).

Reported exercise price: $0.01 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $1.3M as of Mar 31, 2023.

Rough fully diluted estimate: 4.7M = 1.6M O/S + 3.1M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Senior Secured Convertible Notes$55.6Mnot tagged12%
Secured Convertible Notesnot tagged$5.3Mnot tagged
Remainder Notes Recorded At Fair Valuenot tagged$4.8Mnot tagged
Remainder Notes To DWF Labs$4.5M$177.112%~25,409 sh
January Two Thousand Twenty Five Convertible Notes$4.4M$31.5812%~139,329 sh
Remainder Notes To ATW Partners$3.0M$47.812%~62,762 sh
September Two Thousand Twenty Five Exchange Note$1.6M$38512%~4,156 sh
June Two Thousand Twenty Five Convertible Preferred Note$700,000$842,000not tagged15%
Promissory Notes$300,000$33535%-12%~89 sh
Related Party Convertible Notesnot tagged$225,000not tagged
Other Related Party Convertible Notes$200,000not tagged12%
Other Convertible Notes Recorded At Fair Valuenot tagged$0not tagged

If every note above converted at its tagged price: ~231,745 new shares on 1.6M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding1.6MAug 11, 2026
+ Warrants (aggregate, as tagged) (if exercised)3.1MMay 31, 2024
+ Remainder Notes To DWF Labs (if fully converted)25,409Jun 30, 2026
+ January Two Thousand Twenty Five Convertible Notes (if fully converted)139,329Jun 30, 2026
+ Remainder Notes To ATW Partners (if fully converted)62,762Jun 30, 2026
+ September Two Thousand Twenty Five Exchange Note (if fully converted)4,156Jan 31, 2026
+ Promissory Notes (if fully converted)89Jun 30, 2026
Fully diluted estimate4.9M+204.5% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3Jul 15, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Jun 27, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-1Apr 16, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 21 executed · 3 registered.

EXECUTEDAug 14, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 7, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJul 31, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJul 24, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJul 7, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 3, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 16, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 6, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDFeb 25, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDFeb 11, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 23, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJan 23, 2026Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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