February 18, 2026 / Interactive Strength Inc. (NASDAQ:TRNR) ("TRNR" or the "Company"), owner of the Wattbike, FORME, and CLMBR connected fitness brands, today announced it has signed a definitive agreement to acquire Ergatta, Inc., the pioneer in game-based connected fitness. The parties signed a letter of intent on January 9, 2026, and have been working on the binding definitive agreement since that time.

Ergatta is a Brooklyn-based connected fitness company that pioneered game-based fitness content, building a stable and cash-generating subscription business with industry leading monthly net retention of more than 98%. Ergatta is expected to generate revenue of more than $10 million in 2026, with approximately 70% from recurring subscriptions providing high visibility, and approximately a 30% EBITDA margin. Additionally, Ergatta operates an asset-light business model that generates strong operational cashflow without requiring investment in inventory.

Assuming full achievement of the earn-outs, the maximum enterprise value would be $19.5 million and, given the upper 2026 EBITDA threshold of approximately $4.0 million, TRNR expects the multiple of EBITDA to be less than 5.0x, before any group synergies. To ensure the valuation multiple is attractive to TRNR, 50% of the maximum enterprise valuation is contingent on the amount of Ergatta's 2026 EBITDA and 5% on 2027 EBITDA. Less than 10% of the transaction value is being funded at closing and TRNR expects to receive more cashflow from Ergatta than the initial cash consideration paid in 2026.

"The Founders of Ergatta have created a unique fitness experience and have built an attractive business that we expect to be accretive to TRNR immediately," said TRNR CEO, Trent Ward. "Ergatta's best-in-class gaming experience has already been licensed by iFIT, one of the biggest fitness equipment brands in the world and we plan to add the gaming experience to Wattbike and CLMBR. The Ergatta team also has strong customer acquisition capabilities and we expect that they will be able to drive revenue growth in the US for all of our brands with their help. As with all of our acquisitions, we are focused on minimizing near-term dilution and protecting downside with transaction valuations linked to future performance, while benefiting from additional upside from group synergies."

"Our team is very proud that we've built the most engaging fitness content platform in the world, and we've done it profitably," said Tom Aulet, Co-Founder and CEO of Ergatta. "Joining TRNR provides us the opportunity to grow Ergatta and also the Ergatta gaming experience across other hardware brands. This is the right next step for our business and we are looking forward to completing the transaction quickly."

Transaction Structure

TRNR will acquire 100% of Ergatta through a combination of cash, debt, stock and future contingent consideration. TRNR expects a quick, efficient close in Q1 2026, subject to completing customary closing requirements. The consideration is structured as follows:

The base transaction value of $8.8 million is comprised of $1.8 million cash at close, $1.8 million debt and $5.3 million in equity that is locked up until May 2027.

An additional $9.8 million could be earned by Ergatta achieving approximately $4.0 million in 2026 EBITDA, which would be payable in May 2027 as $3.5 million in cash and $6.3 million in equity.

Up to an additional $1.0 million in equity could be earned based on achieving approximately $4.8 million in 2027 EBITDA.

TRNR expects to receive more cashflow from Ergatta in 2026 than the initial cash consideration paid. The initial cash consideration at closing will be funded through TRNR's existing financing facilities.

Ergatta's founders and key management team members have agreed to employment arrangements and are expected to continue leading the business post-acquisition.

TRNR expects to provide additional details regarding the transaction following the closing.

For more information, see TRNR's investor website as well as its required filings with the U.S. Securities and Exchange Commission (SEC).

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