Traeger, Inc.

DEF 14A 1 traeger-jan2026proxystatem.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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:

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):

TRAEGER, INC.

533 SOUTH 400 WEST

SALT LAKE CITY, UTAH 84101

January 26, 2026

Fellow Stockholders,

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Traeger, Inc. at 8:30 a.m.

Mountain Time, on Monday, March 2, 2026. The Special 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 Special

Meeting. Please see the section entitled “Who can attend the Special Meeting?” on page 22 of the proxy statement for

more information about how to attend the meeting online.

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

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

dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United

States. Instructions regarding how you can vote are also contained on the proxy card. If you decide to attend the Special

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

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 Raul Alvarez

CEO and Chairman of the Board Lead Independent Director

NOTICE OF SPECIAL MEETING

OF STOCKHOLDERS

MEETING DETAILS

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

will be held at 8:30 a.m. Mountain Time on Monday, March 2, 2026. The Special Meeting will be a completely virtual

meeting, which will be conducted via live webcast. You will be able to attend the Special Meeting online and submit your

questions during the meeting by visitingwww.virtualshareholdermeeting.com/COOK2026SM and entering your 16-digit

control number included on your proxy card or on the instructions that accompanied your proxy materials.

THE SPECIAL MEETING WILL BE HELD FOR THE FOLLOWING

PURPOSES:

Holders of record of our Common Stock as of the close of business on January 9, 2026 are entitled to notice of and to

vote at the Special Meeting, or any continuation, postponement or adjournment of the Special 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 Special Meeting

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

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

Special 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 Special 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 Special Meeting and will save us the expense of

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

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

By Order of the Board of Directors,

Notice of Special Meeting of Stockholders

Courtland Astill

General Counsel

Salt Lake City, Utah

January 26, 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 Special 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 Special Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Special Meeting if you desire to do so, as your proxy is revocable at your option.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements

include all statements other than statements of historical fact, including but not limited to statements regarding our intent

or ability to effect a reverse stock split or regain compliance with any applicable New York Stock Exchange listing

requirements. More information regarding factors that could materially affect results and the accuracy of the forward-

looking statements contained herein may be found in the Company's Annual Report on Form 10-K for the fiscal year

ended December 31, 2024, filed with the SEC on March 7, 2025, and in our subsequent filings with the SEC.

For the avoidance of doubt, neither the documents nor website references in this proxy statement, nor the materials

accessible by such references, are hereby incorporated by reference absent explicit language to the contrary.