tra-20260331

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 March 31, 2026


☐			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	☒


			Page
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations and Comprehensive Income (Los s)			2
Condensed Consolidated Statements of Stockholders’ Equity			3
Condensed Consolidated Statements of Cash Flows			4
Notes to Unaudited Condensed Consolidated Financial Statements			6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			26
ITEM 4. CONTROLS AND PROCEDURES			27

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS			27
ITEM 1A. RISK FACTORS			27
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			29
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			29
ITEM 4. MINE SAFETY DISCLOSURES			29
ITEM 5. OTHER INFORMATION			29
ITEM 6. EXHIBITS			29
SIGNATURES			31


	March 31, 2026		December 31, 2025
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	33,687	$	19,624
Accounts receivable, net	64,354		82,122
Inventories	87,774		98,831
Prepaid expenses and other current assets	28,364		14,272
Total current assets	214,179		214,849
Property, plant, and equipment, net	31,931		33,703
Operating lease right-of-use assets	36,978		38,201
Intangible assets, net	376,677		387,050
Other non-current assets	1,885		2,173
Total assets	$	661,650	$	675,976
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	8,941	$	14,135
Accrued expenses	51,240		62,668

Current portion of notes payable	250		250
Current portion of operating lease liabilities	2,212		2,650
Other current liabilities	363		382
Total current liabilities	63,006		80,085
Notes payable, net of current portion	399,876		399,590
Operating lease liabilities, net of current portion	22,595		23,040
Deferred tax liability	658		1,861
Other non-current liabilities	715		552
Total liabilities	486,850		505,128
Commitments and contingencies—See Note 10
Stockholders’ equity:
Preferred stock, $0.0001 par value; 25,000,000 shares authorized and no shares issued or outstanding as of March 31, 2026 and December 31, 2025	—		—
Common stock, $0.0001 par value; 1,000,000,000 shares authorized
Issued and outstanding shares - 2,745,361 and 2,741,312 as of March 31, 2026 and December 31, 2025	—		—
Additional paid-in capital	975,967		974,386
Accumulated deficit	(801,138)		(804,066)
Accumulated other comprehensive income (loss)	(29)		528
Total stockholders’ equity	174,800		170,848
Total liabilities and stockholders’ equity	$	661,650	$	675,976


	Three Months Ended March 31,
	2026		2025
Revenue	$	94,066	$	143,283
Cost of revenue	51,051		83,824
Gross profit	43,015		59,459
Operating expenses:
Sales and marketing	12,632		22,210
General and administrative	19,413		25,019
Amortization of intangible assets	8,813		8,818
Restructuring and other costs	3,180		—
Total operating expense	44,038		56,047
Income (loss) from operations	(1,023)		3,412
Other income (expense):
Interest expense	(7,610)		(7,893)
Other income, net	11,285		2,103
Total other income (expense)	3,675		(5,790)
Income (loss) before benefit for income taxes	2,652		(2,378)
Benefit for income taxes	(276)		(1,600)
Net income (loss)	$	2,928	$	(778)
Net income (loss) per share, basic and diluted	$	1.08	$	(0.30)
Weighted average common shares outstanding, basic and diluted	2,714,306		2,585,908
Other comprehensive loss:
Foreign currency translation adjustments	$	(7)	$	(272)
Amortization of dedesignated cash flow hedge	(550)		(1,006)
Total other comprehensive loss	(557)		(1,278)
Comprehensive income (loss)	$	2,371	$	(2,056)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2025	2,741,312	$	—	$	974,386	$	(804,066)	$	528	$	170,848
Issuance of common stock under stock plan	7,292	—		—		—		—		—
Shares withheld related to net share settlement	(3,243)	—		(174)		—		—		(174)
Stock-based compensation	—	—		1,755		—		—		1,755
Net income	—	—		—		2,928		—		2,928
Foreign currency translation adjustments	—	—		—		—		(7)		(7)
Amortization of dedesignated cash flow hedge	—	—		—		—		(550)		(550)
Balance at March 31, 2026	2,745,361	$	—	$	975,967	$	(801,138)	$	(29)	$	174,800


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2024	2,613,032	$	—	$	960,979	$	(688,885)	$	4,336	$	276,430
Issuance of common stock under stock plan	3,752	—		—		—		—		—
Stock-based compensation	—	—		5,176		—		—		5,176
Net loss	—	—		—		(778)		—		(778)
Foreign currency translation adjustments	—	—		—		—		(272)		(272)
Amortization of dedesignated cash flow hedge	—	—		—		—		(1,006)		(1,006)
Balance at March 31, 2025	2,616,784	$	—	$	966,155	$	(689,663)	$	3,058	$	279,550


(Continued)	Three Months Ended March 31,
	2026		2025
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	7,604	$	8,367
Income taxes paid, net of refunds	$	150	$	764
NON-CASH FINANCING AND INVESTING ACTIVITIES
Equipment purchased under finance leases	$	251	$	347
Property, plant, and equipment included in accounts payable and accrued expenses	$	61	$	944


	Three Months Ended March 31,
Revenue by product category	2026		2025
Grills	$	47,362	$	86,685
Consumables	26,129		30,288
Accessories	20,575		26,310
Total revenue	$	94,066	$	143,283


	Three Months Ended March 31,
Revenue by geography	2026		2025
North America	$	84,816	$	133,309
Rest of world	9,250		9,974
Total revenue	$	94,066	$	143,283


	Three Months Ended March 31,
Revenue by sales channel	2026		2025
Retail	$	86,858	$	127,602
Direct to consumer	7,208		15,681
Total revenue	$	94,066	$	143,283


	March 31, 2026		December 31, 2025
Trade accounts receivable	$	87,892	$	98,096
Allowance for expected credit losses	(376)		(434)
Sales reserves, discounts and allowances	(23,162)		(15,540)
Total accounts receivable, net	$	64,354	$	82,122


	March 31, 2026		December 31, 2025
Raw materials	$	2,574	$	2,393
Work in process	4,234		4,395
Finished goods	80,966		92,043
Inventories	$	87,774	$	98,831


	Three Months Ended March 31,
	2026		2025
Warranty accrual, beginning of period	$	5,975	$	6,239
Warranty claims	(1,119)		(845)
Warranty costs accrued	877		912
Warranty accrual, end of period	$	5,733	$	6,306


	Three Months Ended March 31,
	2026		2025
Realized gain (loss)	$	196	$	(1,553)
Unrealized gain	7		1,994
Total gain	$	203	$	441


Financial Instruments Recorded at Fair Value on a Recurring Basis:	Fair Value Measurement Level	As of March 31, 2026		As of December 31, 2025
Assets:
Derivative assets—foreign currency contracts (1)	2	$	217	$	210
Derivative assets—interest rate swap contract (1)	2	—		1,047
Total assets		$	217	$	1,257


	As of March 31, 2026				As of December 31, 2025
Financial Instruments Recorded at Carrying Amount:	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Liabilities:
Debt—Credit Facilities (1)	$	403,263	$	348,822	$	403,325	$	377,613
Total liabilities	$	403,263	$	348,822	$	403,325	$	377,613


	March 31, 2026		December 31, 2025
Accrual for inventories in-transit	$	4,207	$	4,292
Warranty accrual	5,733		5,975
Accrued compensation and bonus	12,885		12,854
Other	28,415		39,547
Accrued expenses	$	51,240	$	62,668


	March 31, 2026		December 31, 2025
Gross asset fair value	$	217	$	210
Gross liability fair value	—		—
Net fair value	$	217	$	210


	Number of Units and Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2025	176,734	$	104.22
Granted	1,493	55.13
Vested	(7,292)	109.12
Forfeited	(11,014)	97.16
Outstanding at March 31, 2026	159,921	$	104.02


	Consulting Fees		Severance and Other Personnel Costs		Supplier Settlement Costs		Total
Balance at December 31, 2025	$	2,185	$	3,624	$	629	$	6,438
Charges incurred	2,748		415		—		3,163
Cash payments	(4,933)		(2,494)		—		(7,427)
Balance at March 31, 2026	$	—	$	1,545	$	629	$	2,174


	Three Months Ended March 31,				Change
	2026		2025		Amount		%
Revenue	$	94,066	$	143,283	$	(49,217)	(34.3)	%
Cost of revenue	51,051		83,824		(32,773)		(39.1)	%
Gross profit	43,015		59,459		(16,444)		(27.7)	%
Operating expenses:
Sales and marketing	12,632		22,210		(9,578)		(43.1)	%
General and administrative	19,413		25,019		(5,606)		(22.4)	%
Amortization of intangible assets	8,813		8,818		(5)		(0.1)	%
Restructuring and other costs	3,180		—		3,180		*
Total operating expense	44,038		56,047		(12,009)		(21.4)	%
Income (loss) from operations	(1,023)		3,412		(4,435)		(130.0)	%
Other income (expense):
Interest expense	(7,610)		(7,893)		(283)		(3.6)	%
Other income, net	11,285		2,103		9,182		436.6	%
Total other income (expense)	3,675		(5,790)		9,465		163.5	%
Income (loss) before benefit for income taxes	2,652		(2,378)		5,030		211.5	%
Benefit for income taxes	(276)		(1,600)		(1,324)		(82.8)	%
Net income (loss)	$	2,928	$	(778)	$	3,706	476.3	%