cook-20260427

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Traeger, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TRAEGER, INC.

533 SOUTH 400 WEST

SALT LAKE CITY, UTAH 84101

April 27, 2026

Fellow Stockholders,

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Traeger, Inc. at

8:30 a.m. Mountain Time, on Tuesday, June 9, 2026. The Annual Meeting will be a completely virtual meeting, which will

be conducted via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual

Meeting. Please see the section entitled “Who can attend the Annual Meeting?” on page 58 of the proxy statement for

more information about how to attend the meeting online.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the

Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you

received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed

envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet

Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have

received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to

attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.

At the heart of our brand is a passionate and engaged community called the Traegerhood, which includes everyone from

casual grillers to competition pitmasters and professional chefs. We believe our potential market opportunity is significant

and that our ability to grow within the outdoor grill market is unrivaled. We see opportunities to meaningfully increase

awareness of the Traeger brand and to expand our integrated, connected cooking platform with new technologies and

experiences. Together with the Traegerhood, we are disrupting home cooking.

In 2025, we executed against our strategic priorities in a challenging operating environment. We closed the year with

revenue above the high end of our guidance range and Adjusted EBITDA in the upper half of our guidance range. We

took deliberate actions to navigate tariff pressure, protect profitability, and simplify the business (including through our

Project Gravity initiative) in ways that we believe strengthened our foundation for the long term. As we move into 2026, we

are executing with discipline to focus the business on our highest-return opportunities, while continuing to invest behind

product innovation and brand. We believe these actions are positioning Traeger for stronger long-term performance.

Our Board of Directors continues to play a key role in overseeing this transformation of our business. This year, we

engaged in a comprehensive evaluation process to identify areas of improvement, engage in ongoing director education,

and ensure that our Board of Directors is functioning effectively in overseeing management as it continues to execute

against our strategic pillars.

We believe our employees are the foundation of our success and work to provide them with a world-class experience

through competitive compensation; comprehensive benefits and retirement plans; a flexible workplace policy; health and

safety training programs; and job skills, compliance, and leadership trainings. We are proud of the strides we continue to

make towards our sustainability and corporate responsibility goals to create an even more sustainable way of bringing

people together to create a more flavorful world.

Our confidence in the long-term potential of our brand remains as high as ever. On behalf of our Board of Directors

and the Traegerhood, thank you for your continued trust and support in Traeger, and we look forward to seeing you at

the meeting.

Sincerely,

Jeremy Andrus

CEO and Chairman of the Board

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

MEETING DETAILS



DATE Tuesday, June 9, 2026	TIME 8:30 a.m. Mountain Time	PLACE Virtually Online

The Annual Meeting of Stockholders (the “Annual Meeting”) of Traeger, Inc., a Delaware corporation (the “Company”), will

be held at 8:30 a.m. Mountain Time on Tuesday, June 9, 2026. The Annual Meeting will be a completely virtual meeting,

which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions

during the meeting by visiting www.virtualshareholdermeeting.com/COOK2026 and entering your 16-digit control number

included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that

accompanied your proxy materials.

THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING

PURPOSES:


1	Elect Martin Eltrich and Steven Richman as Class II directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successor shall have been duly elected and qualified;
2	Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
3	Transact any other business as may properly come before the Annual Meeting or any continuation, adjournment or postponement thereof.

Holders of record of our common stock as of the close of business on April 13, 2026 are entitled to notice of and to vote

at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such

stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for

a purpose germane to the meeting during ordinary business hours at the Company’s principal executive offices. The

Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the

Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you

plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the

Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date, and

mail the proxy card in the enclosed return envelope.


	Notice of Annual Meeting of Stockholders

Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of

further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you

desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors,

Courtland Astill

General Counsel & Corporate Secretary

Salt Lake City, Utah

April 27, 2026



	It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date, and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

TABLE OF CONTENTS


PROXY STATEMENT	1
Information About This Proxy Statement	1
PROXY SUMMARY	3
Voting Matters and Board Recommendations	3
Ways to Vote	3
Meeting Details	3
CORPORATE RESPONSIBILITY	5
Environmental Sustainability	5
Taking Care of Our People	6
Inclusion and Belonging	7
Human Rights	7
Responsible Sourcing	8
Workplace & Product Safety	9
Giving Back to the Community	10
Data Privacy & Security	10
Product Marketing	11
Looking Ahead	11
PROPOSAL 1: ELECTION OF DIRECTORS	12
Vote Required	13
Board Nominees	13
Director Biographies	14
Continuing Members of the Board of Directors	15
Director Snapshot	19
Board Skills Matrix	20
EXECUTIVE OFFICERS	22
CORPORATE GOVERNANCE	23
General

SEC Form DEF 14A filed by Traeger Inc.