tra-20250515

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 4, 2025 (May 15, 2025)

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 2.05. Costs Associated with Exit or Disposal Activities.

As previously disclosed in a Current Report on Form 8-K filed on May 15, 2025 (the “May 8-K”) and an amended Current Report on Form 8-K filed on August 6, 2025 (the “August 8-K”) and November 5, 2025 (the “November 8-K”), the Board of Directors (the “Board”) of Traeger, Inc. (the “Company”) approved a comprehensive enterprise initiative designed to streamline the Company’s organizational structure and rebalance its cost base to improve profitability and cash flow generation. As part of this initiative, the Company is identifying opportunities to deliver operational efficiencies and cost savings which are expected to be achieved through a multi-step strategic optimization plan (“Project Gravity”).

Phase 1 of Project Gravity focused on centralizing the Company’s operations, while Phase 2 introduced additional strategic actions related to channel optimization initiatives. These Phase 2 actions include discontinuing the Costco roadshow program, redirecting Traeger.com consumers to the Company’s retail partners' websites as part of an exit from the Traeger direct-to-consumer business, transitioning to a distributor model in European markets that currently operate under a direct model, and pellet mill consolidation. As a result of these Phase 2 actions, on December 4, 2025, the Board approved a reduction in force to align workforce size with the Company’s current operational scale. This action will result in approximately $8 million of additional annualized pre-tax cost savings.

In connection with these developments under Phase 2 of Project Gravity, the Company is revising its expected range of pre-tax charges. The Company now anticipates incurring total pre-tax charges related to currently known and reasonably estimable actions of Project Gravity of between approximately $25.0 million and $31.0 million (the “Total Costs”), which primarily consist of cash expenditures. Of the Total Costs, the Company expects pre-tax charges of between approximately $16.0 million and $21.0 million associated with professional fees and other related costs, and between approximately $9.0 million and $10.0 million related to severance and other personnel costs. The current expectation is that Project Gravity will result in annualized pre-tax cost savings of approximately $58 million, with Phase 1 and Phase 2 expected to contribute approximately $30 million and $28 million, respectively.

The Company expects to incur additional costs and charges due to events that may occur as a result of, or associated with, the ongoing review of its business under its multi-step plan. As of the date of the filing of this Current Report Form 8-K, the Company has not finalized the exact nature and full amount of such other costs and charges. Project Gravity, in its entirety, is expected to be substantially completed by the end of 2026, with the majority of the total charges expected to be incurred by the end of 2025. Item 2.05 in each of the May 8-K, August 8-K and November 8-K are hereby deemed amended and supplemented by the foregoing.

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 when the Company expects the completion of the actions under Project Gravity, expected costs related to Project Gravity, anticipated cost savings from Project Gravity, risks that the Company will be unable to realize the anticipated benefits of Project Gravity. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause the Company’s 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 factors discussed under the caption “Risk Factors” in the Company’s periodic and current reports filed with the Securities and Exchange Commission from time to time, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 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.

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: December 4, 2025	By:	/s/ Michael J. Hord
		Michael J. Hord
		Chief Financial Officer

Amendment: Traeger Inc. filed SEC Form 8-K: Costs Associated with Exit or Disposal Activities

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