tra-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-40694

Traeger, Inc.

(Exact name of registrant as specified in its charter)


Delaware						82-2739741
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


533 South 400 West,
Salt Lake City, Utah						84101
(Address of principal executive offices)						(Zip code)

(801) 701-7180

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

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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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of October 31, 2025, there were 137,026,317 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

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TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations and Comprehensive Loss			2
Condensed Consolidated Statements of Stockholders’ Equity			3
Condensed Consolidated Statements of Cash Flows			5
Notes to Unaudited Condensed Consolidated Financial Statements			7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			33
ITEM 4. CONTROLS AND PROCEDURES			33

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS			33
ITEM 1A. RISK FACTORS			33
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			33
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			33
ITEM 4. MINE SAFETY DISCLOSURES			34
ITEM 5. OTHER INFORMATION			34
ITEM 6. EXHIBITS			35
SIGNATURES			36

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. 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,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to statements regarding our future results of operations and financial position, Project Gravity, general macroeconomic trends, industry and business trends, equity compensation, business strategy, plans, market growth and our objectives for future operations.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements 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, our history of operating losses, 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, our failure to maintain product quality and product performance at an acceptable cost, United States trade policies that restrict imports or increase import tariffs, including the impact of recently implemented and proposed tariffs, the impact of product liability and warranty claims and product recalls, the highly competitive market in which we operate, the use of social media and community ambassadors, issues in relation to environmental, social and governance matters, both in relation to our own operations and the operations of our supply chain partners, a decline in sales of our grills, our dependence on three major retailers, risks associated with our international operations, our reliance on a limited number of third-party manufacturers and problems with (or loss of) our suppliers or an inability to obtain raw materials, and the ability of our stockholders to influence corporate matters and the other important factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 7, 2025. The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRAEGER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	September 30, 2025		December 31, 2024
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	5,866	$	14,981
Accounts receivable, net	80,674		85,331
Inventories	114,627		107,367
Prepaid expenses and other current assets	14,759		35,444
Total current assets	215,926		243,123
Property, plant, and equipment, net	33,739		36,949
Operating lease right-of-use assets	40,560		44,370
Goodwill	—		74,725
Intangible assets, net	397,403		428,536
Other non-current assets	1,994		2,974
Total assets	$	689,622	$	830,677
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	14,105	$	27,701
Accrued expenses	54,648		82,143
Line of credit	—		5,000
Current portion of notes payable	250		250
Current portion of operating lease liabilities	3,409		3,790
Other current liabilities	604		3,357
Total current liabilities	73,016		122,241
Notes payable, net of current portion	399,304		398,445
Operating leases liabilities, net of current portion	24,307		26,646
Deferred tax liability	6,363		6,376
Other non-current liabilities	496		539
Total liabilities	503,486		554,247
Commitments and contingencies—See Note 11
Stockholders’ equity:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of September 30, 2025 and December 31, 2024	—		—
Common stock, $0.0001 par value; 1,000,000,000 shares authorized
Issued and outstanding shares - 136,912,932 and 130,648,819 as of September 30, 2025 and December 31, 2024, respectively	14		13
Additional paid-in capital	971,607		960,966
Accumulated deficit	(786,866)		(688,885)
Accumulated other comprehensive income	1,381		4,336
Total stockholders’ equity	186,136		276,430
Total liabilities and stockholders’ equity	$	689,622	$	830,677

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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TRAEGER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	125,396	$	122,050	$	414,162	$	435,435
Cost of revenue	76,850		70,362		249,157		248,856
Gross profit	48,546		51,688		165,005		186,579
Operating expenses:
Sales and marketing	20,000		26,162		66,989		76,065
General and administrative	22,164		24,135		73,215		86,764
Amortization of intangible assets	8,813		8,819		26,447		26,456
Goodwill impairment	74,725		—		74,725		—
Restructuring and other costs	6,204		—		9,672		—
Total operating expense	131,906		59,116		251,048		189,285
Loss from operations	(83,360)		(7,428)		(86,043)		(2,706)
Other income (expense):
Interest expense	(7,815)		(8,534)		(23,799)		(25,308)
Other income (expense), net	1,049		(3,964)		9,563		993
Total other expense	(6,766)		(12,498)		(14,236)		(24,315)
Loss before provision (benefit) for income taxes	(90,126)		(19,926)		(100,279)		(27,021)
Provision (benefit) for income taxes	(307)		(137)		(2,298)		29
Net loss	$	(89,819)	$	(19,789)	$	(97,981)	$	(27,050)
Net loss per share, basic and diluted	$	(0.67)	$	(0.15)	$	(0.74)	$	(0.21)
Weighted average common shares outstanding, basic and diluted	134,214,292		128,291,933		132,290,564		126,886,385
Other comprehensive income (loss):
Foreign currency translation adjustments	$	49	$	25	$	(102)	$	111
Amortization of dedesignated cash flow hedge	(909)		(1,456)		(2,853)		(5,506)
Total other comprehensive loss	(860)		(1,431)		(2,955)		(5,395)
Comprehensive loss	$	(90,679)	$	(21,220)	$	(100,936)	$	(32,445)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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TRAEGER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

(in thousands, except share amounts)


	Three Months Ended September 30, 2025 and 2024
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Equity
	Shares	Amount
Balance at June 30, 2025	135,873,828	$	14	$	969,038	$	(697,047)	$	2,241	$	274,246
Issuance of common stock under stock plan	1,604,141	—		—		—		—		—
Shares withheld related to net share settlement	(565,037)	—		(762)		—		—		(762)
Stock-based compensation	—	—		3,331		—		—		3,331
Net loss	—	—		—		(89,819)		—		(89,819)
Foreign currency translation adjustments	—	—		—		—		49		49
Amortization of dedesignated cash flow hedge	—	—		—		—		(909)		(909)
Balance at September 30, 2025	136,912,932	$	14	$	971,607	$	(786,866)	$	1,381	$	186,136

Balance at June 30, 2024	129,110,864	$	13	$	952,435	$	(662,138)	$	6,976	$	297,286
Issuance of common stock under stock plan	1,961,570	—		—		—		—		—
Shares withheld related to net share settlement	(644,942)	—		(2,141)		—		—		(2,141)
Stock-based compensation	—	—		5,901		—		—		5,901
Net loss	—	—		—		(19,789)		—		(19,789)
Foreign currency translation adjustments	—	—		—		—		25		25
Amortization of dedesignated cash flow hedge	—	—		—		—		(1,456)		(1,456)
Balance at September 30, 2024	130,427,492	$	13	$	956,195	$	(681,927)	$	5,545	$	279,826

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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TRAEGER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

(in thousands, except share amounts)


	Nine Months Ended September 30, 2025 and 2024
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Equity
	Shares	Amount
Balance at December 31, 2024	130,648,819	$	13	$	960,966	$	(688,885)	$	4,336	$	276,430
Issuance of common stock under stock plan	7,612,909	1		—

SEC Form 10-Q filed by Traeger Inc.