Interactive Strength, Inc. Stock Compensation Disclosure

Note 17. Equity-Based Compensation

2023 and 2020 Equity Incentive Plan

For the years ended December 31, 2024 and 2023, $0.6 million and $0.9 million of stock-based compensation was capitalized as software costs, respectively.

During the year ended December 31, 2024, the Company did not grant any shares under the 2023 and 2020 Plan. The Company has not granted any restricted stock or stock appreciation rights.

In December 2022, the Company enacted a restructuring cost savings initiative which resulted in employee terminations in both December 2022 and January 2023. In association with January 2023 terminations, the Company accelerated the vesting of a number of individual option awards, resulting in the accelerated vesting of 2 shares on the date of modification. Also in January 2023, the Company repriced 75 option awards. Both the accelerated vesting and repricing were accounted for as an equity award modification under ASC Topic 718 which resulted in adjustment of the award value to reflect the fair value at the modification date and acceleration of the recognition schedule in the case of awards which were modified to have accelerated vesting. The adjustment resulted in additional expense of $0.5 million.

In June 2023, the Company granted 324 options to non-employee directors, selected executives and other key employees where vesting is contingent on the Company's share price meeting certain targets. The fair value of each option granted was estimated on the date of grant using the Monte Carlo valuation model and assumes that share price targets are achieved.

The aggregate intrinsic value of options outstanding, exercisable and unvested were calculated as the difference between the exercise price of the options and the estimated fair market value of the Company’s common stock, as of December 31, 2024.

For the years ended December 31, 2024 and 2023, the weighted-average grant date fair value per option was $0.00 and $46,520.00 respectively. The fair value of each option was estimated at the grant date using the Black-Scholes method with the following assumptions:

With respect to the 2023 and 2020 Plan, the Company recognized stock compensation expense of $10.9 million and $29.9 million for the year ended December 31, 2024 and 2023, respectively, of which $0.6 million and $0.9 million was capitalized as software costs for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and December 31, 2023, the Company had $4.4 million and $17.1 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 0.7 years and 1.7 years, respectively.

For financial reporting purposes for the awards granted in January 2023, we applied a straight-line calculation between the $120,000.00 per share determined in the contemporaneous third-party valuation as of December 31, 2022 and the

$24,320.00 per share determined in the contemporaneous third-party valuation as of March 31, 2023 to determine the fair value of our common stock on the grant date. Using the benefit of hindsight, we determined that the straight-line calculation would provide the most appropriate conclusion for the valuation of our common stock on the interim dates between valuations because we did not identify any single event or series of events that occurred during this interim period that would have caused a material change in fair value. Based on this calculation, we assessed the fair value of our common stock for awards granted in January 2023 to be $77,080.00 per share.