Interactive Strength Acquires STEPR for $6.7 Million

Interactive Strength signed a definitive agreement to acquire STEPR. STEPR is a hardware-first fitness company that has built the leading position in connected stair climbing, profitably and bootstrapped with only the founders' capital. It sells both direct to consumers and through major national retail partners, including Dick's Sporting Goods, Rogue Fitness, Johnson Fitness and Scheels, and its machines are used by everyday consumers, elite athletes and commercial facilities. STEPR is growing quickly and is expected to generate more than $15M in revenue in 2026, with immediate earnings accretion to TRNR after closing. The acquisition advances TRNR's strategy of building a global, multi-brand fitness equipment platform through opportunistic acquisitions and disciplined operations. TRNR uses its Nasdaq listing to acquire profitable, cash-flow-generative, premium fitness equipment brands and to operate them together on a shared platform of content, technology, distribution and commercial relationships. STEPR is the latest brand to join a portfolio that already includes Wattbike, CLMBR, FORME and Ergatta, each a leader in its category. TRNR will acquire 100% of STEPR through a combination of cash, debt and contingent stock consideration, including working capital to support growth. TRNR expects to close the transaction in Q4 2026, subject to customary closing conditions, including completing an audit of financial statements. The consideration is structured as follows: The base transaction value is $6.7M, comprising $2.2M cash and debt re-financing at close, $1.5M in debt for working capital and $3M in TRNR equity locked up until September 30, 2027. Up to $3M in additional TRNR equity could be earned by STEPR achieving $4M in EBITDA in the period from July 2026 to June 2027. This equity would be locked up until September 30, 2027. Up to $10.5M in an additional TRNR equity could be earned based on achieving $7M in EBITDA in the period from July 2027 to June 2028. A final $2.5M could be earned through various quantitative synergies and this tranche of equity would be locked up until September 30, 2028 as well. It is expected that the EV/EBITDA multiple will be less than 4.0x on 2027 EBITDA, given most of the valuation is tied to the EBITDA achieved in the next two years. Consistent with TRNR's acquisition strategy, the deal structure detailed above demonstrates that a substantial portion of the consideration is contingent on STEPR's future performance, and is also designed to minimize near-term dilution and protect downside. The initial cash consideration at closing will be funded through TRNR's existing financing facilities. STEPR's founders have agreed to employment arrangements and are expected to continue leading the business post-acquisition.