On February 18, 2026, Nasdaq-listed Interactive Strength Inc. (TRNR) announced it has signed a definitive agreement to acquire connected fitness company Ergatta, Inc., a developer of game-based training content. The transaction, expected to close in the first quarter of 2026, features a performance-linked structure with a maximum enterprise value of $19.5 million.

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Deal Structure Built Around Performance Targets

According to the announcement, the acquisition will be funded through a combination of cash, debt, equity, and contingent earn-outs:

• Base transaction value: $8.8 million, consisting of:

o $1.8 million in cash at closing

o $1.8 million in debt

o $5.3 million in equity locked up until May 2027

• Up to $9.8 million in additional consideration tied to achieving approximately $4.0 million in 2026 EBITDA

• Up to $1.0 million in additional equity linked to 2027 EBITDA performance

Overall, around 50% of the maximum valuation is contingent on 2026 results, with another 5% linked to 2027 performance. TRNR stated that the structure is designed to limit near-term dilution while allowing upside from future synergies.

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Ergatta: Subscription-Led, Game-Based Fitness Platform

Based in Brooklyn, New York, Ergatta specializes in immersive, game-driven fitness content, initially built around connected rowing platforms.

The company projects:

• More than $10 million in revenue for 2026

• Approximately 70% of revenue from subscriptions

• Around 30% EBITDA margins

• Monthly net retention exceeding 98%

TRNR noted that Ergatta operates an asset-light business model that generates strong cash flow without requiring significant inventory investment.

Following the acquisition, Ergatta’s founding team, including CEO Tom Aulet, is expected to remain in place. In a message to its community, the company emphasized that its brand, team, product roadmap, and membership pricing will remain unchanged.

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Strategic Rationale: Content Layer for a Multi-Brand Hardware Portfolio

TRNR