Interactive Strength Inc. (TRNR) Announces Definitive Agreement to Acquire Ergatta, Inc.

Key Points:

• TRNR has entered a definitive agreement to acquire Ergatta, Inc., a pioneer in game-based connected fitness.
• The acquisition is expected to increase TRNR’s 2026 pro forma revenue guidance by over 50%, exceeding \$30 million.
• Ergatta is projected to generate over \$10 million in 2026 revenue, with approximately 70% from recurring subscriptions and a 30% EBITDA margin.
• The transaction features a performance-linked valuation structure with a maximum enterprise value of \$19.5 million, and significant portions of the consideration contingent on future EBITDA performance.
• TRNR expects immediate cashflow accretion and near-term dilution minimization.
• Ergatta’s founders and key management will remain with the company post-acquisition.
• The deal is expected to close in Q1 2026, subject to customary closing requirements.

Detailed Analysis for Investors

Interactive Strength Inc. (NASDAQ: TRNR), the owner of premium connected fitness brands Wattbike, FORME, and CLMBR, has signed a definitive agreement to acquire Ergatta, Inc., a Brooklyn-based leader in game-based connected fitness content. The deal, first initiated with a letter of intent on January 9, 2026, is slated for completion in the first quarter of 2026.

About Ergatta

Ergatta has built a stable, cash-generating subscription business, boasting an industry-leading 98.3% monthly net retention rate. Notably, 70% of Ergatta’s revenue is recurring, derived from subscriptions, making future revenue streams highly visible and predictable. Ergatta operates an asset-light model, generating robust operational cashflow without requiring significant inventory investment. In 2026, Ergatta is expected to deliver more than \$10 million in revenue and around \$3 million in EBITDA (30% margin).

Transaction Structure & Valuation

• Base transaction value: \$8.8 million, structured as \$1.8 million in cash at close, \$1.8 million in debt, and \$5.3 million in equity (locked up until May 2027).
• Earn-out component: Up to an additional \$9.8 million possible if Ergatta achieves approximately \$4.0 million in 2026 EBITDA, payable in May 2027 (\$3.5 million cash, \$6.3 million equity).
• 2027 performance earn-out: Up to \$1.0 million in equity if Ergatta reaches about \$4.8 million in 2027 EBITDA.
• Cashflow consideration: TRNR expects to receive more cashflow from Ergatta in 2026 than the initial cash consideration paid.
• Valuation multiple: Assuming full earn-out, the transaction values Ergatta at less than 5.0x 2026 EBITDA, before considering group synergies.
• Less than 10% of the deal is paid upfront in cash, minimizing TRNR’s near-term dilution risk.

Strategic Rationale and Potential Share Price Impact

This acquisition is highly strategic for TRNR for several reasons:

• Immediate Accretion: The deal is expected to be immediately accretive to TRNR’s earnings and cashflow.
• Synergy Opportunities: Ergatta’s best-in-class gaming platform, already licensed by industry giant iFIT, will be deployed across TRNR’s other brands (Wattbike and CLMBR), unlocking new revenue streams and cross-selling opportunities.
• Enhanced Customer Acquisition: Ergatta’s proven customer acquisition capabilities are expected to bolster sales of all TRNR brands, with a focus on expanding in the US market.
• Performance-Linked Structure: The contingent consideration structure protects TRNR shareholders from overpaying, as the bulk of the valuation depends on Ergatta’s future financial performance.
• Management Continuity: Ergatta’s founders and key leaders will remain post-transaction, ensuring business continuity and alignment of interests.

Shareholder Considerations and Price-Sensitive Information

• The transaction is structured to limit near-term share dilution and ties much of the purchase price to future performance, which is favorable for existing shareholders.
• If Ergatta achieves its targets, the acquisition could significantly boost TRNR’s top-line and EBITDA, with pro forma 2026 revenue expected to exceed \$30 million—a >50% increase over prior guidance.
• Strong recurring revenue base and high retention rates at Ergatta point to predictable and potentially growing cashflows, which may positively influence TRNR’s valuation multiples.
• Integration risks remain, including execution on synergies and the ability to scale Ergatta’s game-based platform across TRNR’s broader portfolio.

Forward-Looking Statements and Risks

Investors should note that these projections are subject to risks, including the successful completion of the acquisition, integration of operations, realization of synergies, competitive pressures, and macroeconomic factors affecting consumer spending. The performance-linked structure also means that the ultimate purchase price and financial impact on TRNR will depend on Ergatta’s future EBITDA realization. Any failure to meet targets could limit the accretive potential of the deal.

About the Companies

• Interactive Strength Inc. (TRNR): A leading portfolio of connected fitness brands—Wattbike, CLMBR, and FORME—delivering advanced hardware, smart technology, and immersive content for both commercial and home fitness markets.
• Ergatta: A leader in game-based connected fitness, with a suite of engaging workout experiences and premium rowing machines, known for the highest monthly retention rates in the industry.

Investor Contacts

TRNR Investor Contact: [email protected]
Ergatta Media Contact: [email protected]

Disclaimer:

This article contains forward-looking statements regarding the expected financial performance and strategic benefits of the proposed acquisition of Ergatta by Interactive Strength Inc. Actual results may differ materially due to various risks and uncertainties, including the ability to close the transaction, integration challenges, market competition, and macroeconomic factors. Investors should refer to filings with the Securities and Exchange Commission for further details and are cautioned not to place undue reliance on forward-looking statements. This article is for informational purposes only and does not constitute investment advice.

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