UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 212, 2026

TRAEGER, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40694

82-2739741

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

533 South 400 West,

Salt Lake City, Utah

84101

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, include area code) (801) 701-7180

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	COOK	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On March 52, 2026, the stockholders of Traeger, Inc. Inc. (the “Company”) ~~received~~approved ~~written~~amendments ~~notice~~to (the ~~“Notice”)~~Company’s ~~from~~Certificate ~~the~~of ~~New~~Incorporation ~~York~~to ~~Stock~~effect ~~Exchange~~a (reverse stock split of all outstanding shares of the ~~“NYSE”)~~Company’s ~~that~~common itstock, isat ~~not~~a inratio ~~compliance~~ranging from any whole number between 1-for-10 and 1-for-50, with the ~~continued~~exact ~~listing~~ratio ~~standard~~as ~~set~~determined ~~forth~~by the Board in ~~Section~~its ~~802~~discretion, subject to the Board’s authority to abandon such amendments.~~01C~~ On March 12, 2026, the Board approved a reverse stock split of the ~~NYSE~~Company’s ~~Listed~~common ~~Company~~stock ~~Manual~~at a final ratio of 1-for-50 (the “~~Section~~Reverse ~~802.01C~~Stock Split”) ~~because~~and abandoned all other amendments. The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern Time on March 17, 2026, following the ~~average~~filing ~~closing~~of ~~price~~a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, in substantially the form described and set forth in the Company’s ~~common~~Definitive ~~stock~~Proxy ~~was~~Statement ~~less~~under ~~than~~Proposal $1 and Annex A.00 ~~per~~The ~~share~~Company’s ~~over~~Common aStock ~~consecutive~~is 30expected to commence trading on a split-~~day~~adjusted ~~period~~basis ~~ended~~on The New York Stock Exchange at the commencement of trading on March 418, 2026 under the Company’s existing trading symbol “COOK”. The ~~Notice~~new ~~does~~CUSIP ~~not~~number ~~result~~for inthe common stock following the ~~immediate~~Reverse ~~delisting~~Stock Split will be 89269P202. The par value and other terms of the ~~Company’s~~ common stock ~~from~~will not be affected by the ~~NYSE~~reverse stock split.

~~The~~If, ~~Company~~as ~~intends~~a toresult ~~remain~~of ~~listed~~the onReverse ~~the~~Stock ~~NYSE~~Split, ~~and~~a isstockholder ~~evaluating~~would ~~available~~otherwise ~~options~~become entitled to ~~regain~~a ~~compliance~~fractional ~~with~~share because the ~~NYSE’s~~number ~~continued~~of ~~listing~~shares ~~standards,~~of ~~including~~common astock ~~reverse~~they ~~stock~~hold ~~split.~~before Atthe aReverse ~~special~~Stock ~~meeting~~Split ofis ~~stockholders~~not ~~held~~evenly ondivisible ~~March~~by 2the split ratio, ~~2026~~no fractional shares will be issued. Instead, ~~the~~each ~~Company’s~~stockholder ~~stockholders~~will ~~approved~~be entitled to receive a ~~reverse~~cash ~~stock~~payment ~~split~~in lieu of such fractional share. The cash payment to be paid will be equal to the ~~Company’s~~fraction ~~common~~of ~~stock,~~a ~~subject~~share to ~~approval~~which such stockholder would otherwise be entitled multiplied by the ~~Company’s~~closing ~~Board~~price ofper ~~Directors~~share as reported by The New York Stock Exchange (as adjusted to give effect to the Reverse Stock Split) on March 17, 2026.

After Inthe ~~accordance~~Reverse ~~with~~Stock ~~applicable NYSE rules~~Split, ~~the Company can regain compliance at any time within a six~~then-~~month~~current ~~cure~~stockholders ~~period~~would ~~following~~have ~~its~~no ~~receipt~~further ofinterest ~~the~~in ~~Notice if, on~~ the ~~last~~Company ~~trading~~with ~~day~~respect ofto ~~any~~their ~~calendar~~fractional ~~month~~shares. ~~during~~A ~~such~~person ~~cure~~entitled ~~period~~to ~~(or~~only ~~the~~a ~~last~~fractional ~~trading~~share ~~day~~would ofnot ~~the~~have ~~cure~~any ~~period)~~voting, ~~the~~dividend ~~Company~~or ~~has~~other ~~both:~~rights ~~(i)~~in arespect ~~closing price~~ of attheir ~~least~~fractional ~~$1.00 and (ii) an average closing~~ share ~~price~~except ofto atreceive ~~least $1.00 over~~ the 30cash ~~trading-day~~payment ~~period~~as ~~ending~~described on the last trading day of the applicable calendar month or the cure period. Under the NYSE’s rules, if the Company determines that it will cure the stock price deficiency by taking an action requiring shareholder approval at its next annual meeting, the price condition will be deemed cured if the price promptly exceeds $1.00 per share and the price remains above ~~that level for at least the next 30 trading days~~.

The Notice has no immediate impact on the listing of the Company’s common stock, which will remain listed and traded on the NYSE during the six-month cure period, subject to the Company’s compliance with the other continued listing requirements of the NYSE. The Notice does not affect the Company’s ongoing business operations, reporting requirements with the Securities and Exchange Commission, nor does it trigger any violation of its debt obligations.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 2, 2026, the Company held a special meeting of stockholders (the "Special Meeting"). The stockholders of the Company voted on the following two proposals at the Special Meeting, each of which is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 26, 2026.

Proposal One – Approval of Reverse Stock Split. The proposal to approve amendments to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock, $0.0001 par value per share, at a ratio ranging from any whole number between 1-for-10 and 1-for-50, as determined by the Company's Board of Directors in its discretion, was approved.

Votes For						Votes Against						Abstentions						Broker Non-Votes
124,775,696						2,117,704						241,662						0

Proposal Two – Approval of Adjournment of the Special Meeting. The proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve Proposal One, was approved.

Votes For						Votes Against						Abstentions						Broker Non-Votes
124,726,243						2,153,788						255,031						0

Item 7.01. Regulation FD Disclosure.

As required by Section 802.01C, the Company issued a press release on March 6, 2026, announcing its receipt of the Notice. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under the Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the ~~Company’s~~effective ~~plans~~date ~~with~~of ~~respect~~the toReverse ~~the~~Stock ~~NYSE~~Split ~~notice~~and ofthe ~~non-compliance,~~trading ~~including~~of athe ~~potential~~Company’s ~~reverse~~common stock on a split-adjusted basis; and other statements that are not historical fact. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises nor guarantees, and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: reactions from our employees, vendors, customers, lenders and investors to the Company’s receipt of the NYSE notice of non-compliance, the Company’s ability to regain compliance with the minimum share price requirement within the applicable cure period; the Company’s ability to comply with other NYSE listing standards and maintain the listing of its common stock on the NYSE; the impact of management transitions on our common stock; our ability to manage our future growth effectively; our ability to expand into additional markets; our ability to maintain and strengthen our brand to generate and maintain ongoing demand for our products; our ability to cost-effectively attract new customers and retain our existing customers; the highly competitive market in which we operate; and the ability of our stockholders to influence corporate matters. These and other important factors are discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Any such forward-looking statements represent management’s expectations and estimates as of the date of this Current Report on Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause the Company’s views to change.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated March 612, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Traeger, Inc.
Date: March 6, 2026	By:	/s/ Michael J. Hord
Date: March 12, 2026	By:	/s/ Michael J. Hord
		Michael J. Hord
		Chief Financial Officer

Filing Compare · Traeger, Inc.