Core Viewpoint - Traeger, Inc. announced a 1-for-50 reverse stock split to increase the per-share trading price, broaden institutional investor appeal, and support continued listing on the NYSE [1] Group 1: Reverse Stock Split Details - The reverse stock split will combine every 50 shares of common stock into one share, effective at 5:00 p.m. Eastern Time on March 17, 2026 [1] - The new trading of the common stock on a post-split basis will begin on March 18, 2026, under the same symbol "COOK" with a new CUSIP number [1] - The reverse stock split aims to comply with the NYSE's minimum share price requirement and is expected to enhance trading liquidity and reduce stock price volatility [1] Group 2: Impact on Shareholders - All stockholders will be affected uniformly, and no fractional shares will be issued; instead, cash payments will be made for any fractional shares [1] - Stockholders will not lose their percentage ownership in the company, except for adjustments due to fractional shares [1] - Outstanding equity awards will be proportionately adjusted to reflect the reverse stock split [1] Group 3: Financial Performance Context - Traeger reported a 13.8% decrease in total revenues to $145.4 million for the fourth quarter of 2025, with grill revenues down 22.3% to $60.6 million [2] - The company experienced a net loss of $17.2 million compared to a loss of $7.0 million in the prior year [2] - Adjusted EBITDA for the fourth quarter was $19.4 million, an increase from $18.4 million in the previous year [2]

Core Insights - Traeger reported a revenue of $560 million for fiscal 2025, exceeding guidance, but faced a 14% year-over-year decline in Q4 revenue to $145 million, attributed to tariff impacts and shifting consumer demand [4][7][18] - The company is focusing on long-term profitability through initiatives like Project Gravity, which aims to simplify operations and improve margins, targeting $64–$70 million in total run-rate value [6][14][15] Financial Performance - Q4 revenue was $145 million, down 14% year-over-year, with grills revenue specifically declining by 22% to $61 million [1][2][7] - Traeger achieved adjusted EBITDA of $70 million for the year, with Q4 adjusted EBITDA rising to $19 million, a 6% increase year-over-year [4][9] - The company reported a net loss of $17 million in Q4, compared to a net loss of $7 million in the same quarter last year [9] Cost Management and Project Gravity - Project Gravity has led to $20 million in cost savings in FY25, with expectations of an additional $50 million adjusted EBITDA benefit in 2026 [6][15] - The initiative includes channel exits and SKU rationalization, which are expected to impact near-term sales but improve long-term profitability [13][18] Product Strategy and Market Engagement - Traeger recorded 315,000 connected cooks, an 11% increase year-over-year, indicating strong brand engagement [5][10] - The company plans to launch two new products priced below $1,000 in 2026 to expand household penetration [5][12] 2026 Outlook - For fiscal 2026, Traeger guided revenue of $465 million to $485 million and adjusted EBITDA of $50 million to $60 million, describing the year as foundational with deliberate channel changes [18][22] - The company anticipates a gross margin of 38% to 39%, reflecting ongoing tariff pressures and promotional activities [21] Balance Sheet and Cash Flow - Traeger ended FY25 with $20 million in cash and cash equivalents and $403 million in total debt, resulting in a net debt of $384 million [16] - Cash flow from operations was $16 million in Q4, supported by working capital management and Project Gravity savings [17][23]

Financial Restrictions and Debt Management - The First Lien Credit Agreement imposes significant operating and financial restrictions, limiting the company's ability to incur additional debt, make investments, or engage in fundamental changes [217]. - Breaching the covenants of the First Lien Credit Agreement could lead to default, allowing creditors to accelerate debt repayment and potentially resulting in bankruptcy or liquidation [218]. - The company may need to dedicate a substantial portion of cash flows to debt service payments, reducing available cash for working capital and acquisitions [220]. - The outstanding debt was $403.3 million and $403.6 million as of December 31, 2025 and 2024, respectively [402]. - A 100 basis point increase in interest rates would incur approximately $4.0 million of additional annual interest expense [402]. Cybersecurity and Data Privacy - Cybersecurity threats are increasing, and any data security incidents could lead to significant financial penalties and damage to the company's reputation [227]. - Compliance with data security frameworks and laws, such as PCI-DSS, is critical, and failure to comply could result in fines and restrictions [231]. - The company faces significant costs related to mitigating cybersecurity risks, including retaining cybersecurity providers and compliance costs [229]. - The company collects and processes personal information, subjecting it to various data privacy and security regulations, which require significant resources to comply with [233]. - Insurance coverage for cybersecurity incidents may be limited, and significant claims could adversely affect the company's financial condition [232]. - The California Consumer Privacy Act (CCPA) requires companies to provide disclosures regarding the collection, use, and disclosure of personal information, with civil penalties for violations [236]. - Since the CCPA's enactment, comprehensive privacy statutes similar to it are now enforceable in twenty states, with more states expected to follow [237]. - Non-compliance with the General Data Protection Regulation (GDPR) can result in fines of up to €20 million or 4% of annual global revenue, whichever is greater [239]. - China's Cybersecurity Law imposes fines of up to RMB 10 million (approximately US$1.43 million) for serious violations, effective January 1, 2026 [241]. - The Personal Information Protection Law (PIPL) in China can impose fines of up to RMB 50 million or 5% of the prior year's total annual revenue for non-compliance [245]. - The Data Security Law in China requires important data to be stored locally and imposes various data security obligations [242]. - The Regulations on Network Data Security Management took effect on January 1, 2025, applying broadly to network data processing activities [246]. - Companies may incur significant costs to comply with evolving privacy laws, which could materially affect their operations and financial condition [249]. Operational Risks and Management - The company relies heavily on IT Systems for operations, and any failure or interruption could materially harm business operations and financial condition [225]. - Disruptions or changes in services from operating system providers could adversely affect the company's reputation and financial results [251]. - Any limitation on access to platforms like Google or Apple could materially impact the company's business operations and financial condition [253]. - The company is required to maintain effective internal controls over financial reporting, with potential costs associated with compliance and management oversight [272]. - If the company fails to assert the effectiveness of its internal controls, it could lead to a decline in investor confidence and stock price [276]. - The company may incur additional costs and management attention to comply with Section 404(b) of the Sarbanes-Oxley Act by December 31, 2026 [283]. - The company is implementing new critical systems, including a product lifecycle management system, which may disrupt operations if not executed successfully [277]. - The company does not maintain "key person" insurance for any of its executives or employees, which may disrupt operations if key personnel are lost [292]. Stockholder Dynamics and Corporate Governance - The company’s stockholders, including AEA Fund, OTPP, and TCP, collectively own approximately 60% of the voting power, which may conflict with the interests of other stockholders [261]. - The company has provisions in its charter that could delay or prevent changes in control or management, potentially affecting stock price and liquidity [259]. - Future sales of shares by existing stockholders could lead to a decline in stock price, as significant ownership is concentrated among a few entities [266]. - The company has opted out of certain provisions of Delaware law that could facilitate changes in control, potentially limiting stockholder influence [259]. - The company is classified as a "controlled company," which allows it to rely on exemptions from certain corporate governance standards [278]. Strategic Growth and Acquisitions - The company has made strategic acquisitions, including the purchase of Apption Labs on July 1, 2021, which specializes in smart kitchen appliances [286]. - The company may face challenges in finding suitable acquisition candidates and completing acquisitions on favorable terms in the future [286]. - The company intends to retain future earnings for business operations and expansion, with no plans to pay dividends in the foreseeable future [285]. Market Conditions and Financial Performance - The company’s stock price may be influenced by fluctuations in operating results, financial projections, and market conditions, which are beyond its control [257]. - The rapid evolution of AI and associated regulations will require significant resources for compliance and ethical implementation [254]. - The company faces potential legal and regulatory challenges related to AI integration, which could increase operational expenses and impact business plans [255]. - The company is currently an "emerging growth company" and is utilizing reduced disclosure requirements until December 31, 2026, which may affect the attractiveness of its common stock to investors [280]. - Inflationary factors may adversely affect operating results if product selling prices do not increase with rising costs [408]. - The company is exposed to commodity price fluctuations, particularly in steel, which is a primary raw material for manufacturing [407]. - The company has the ability to periodically fix the cost of grills with manufacturers to mitigate steel price fluctuations [407]. - The company utilizes foreign currency contracts to manage foreign currency risk in purchasing inventory and capital equipment [406]. - The company experienced a net gain of $0.7 million and a net loss of $4.0 million from foreign currency contracts for the years ended December 31, 2025 and 2024, respectively [406]. - The net asset and liability fair values of foreign currency contract positions were $0.2 million and $2.9 million as of December 31, 2025 and 2024, respectively [406].

Core Insights - Traeger reported quarterly earnings of $0.01 per share, missing the Zacks Consensus Estimate of $0.02 per share, representing an earnings surprise of -50.00% [1] - The company posted revenues of $145.36 million for the quarter ended December 2025, surpassing the Zacks Consensus Estimate by 5.26%, but down from $168.64 million year-over-year [2] - Traeger shares have declined approximately 23.2% since the beginning of the year, contrasting with the S&P 500's gain of 0.4% [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.04 on revenues of $132.97 million, and for the current fiscal year, it is $0.08 on revenues of $531.68 million [7] - The estimate revisions trend for Traeger was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [6] Industry Context - The Consumer Products - Discretionary industry, to which Traeger belongs, is currently ranked in the bottom 45% of over 250 Zacks industries, suggesting potential challenges for stock performance [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

Financial Data and Key Metrics Changes - For fiscal 2025, revenue reached $560 million, exceeding guidance, while adjusted EBITDA was $70 million, landing in the upper half of the range [5][19] - Fourth quarter revenues decreased by 14% to $145 million, with grill revenues down 22% to $61 million, primarily due to elasticity and unfavorable mix shifts [21][22] - Adjusted EBITDA for the fourth quarter increased 6% to $19 million compared to $18 million in the same period of 2024, demonstrating operating leverage despite lower revenue levels [23] Business Line Data and Key Metrics Changes - Consumables revenues grew by 16% to $36 million, driven by higher unit volumes across wood pellets and food consumables [22] - Accessories revenues fell by 18% to $49 million, pressured by negative sales growth at MEATER [22] - The pellets business performed well, indicating strong consumer engagement and supporting long-term health and replacement outlook [9] Market Data and Key Metrics Changes - The outdoor grilling market has seen modest declines, with unit volumes still down significantly compared to pre-pandemic levels [35][37] - Despite a cautious consumer environment, the Traeger brand maintained market share across outdoor grilling, particularly at price points below $1,000 [7][8] Company Strategy and Development Direction - Project Gravity aims to reshape the business by simplifying operations, optimizing channels, and improving profitability, with expected savings of approximately $64 million to $70 million across both phases [11][14] - The company plans to launch two additional products in 2026 at more accessible price points to enhance household penetration [8][9] - The focus remains on delivering great products at price points that meet consumer needs, with an emphasis on innovation and brand strength [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term value of the business despite cautious consumer spending and tariff impacts [5][10] - For fiscal 2026, the company is guiding revenue of $465 million to $485 million and adjusted EBITDA of $50 million to $60 million, reflecting a year of disciplined execution [17][25] - Management noted that the expected revenue decline is driven by specific identifiable factors rather than a deterioration in underlying consumer demand [26][28] Other Important Information - The company exited fiscal 2025 with cash and cash equivalents of $20 million and total net debt of $384 million, reflecting a $10 million decline in net debt compared to the previous year [24] - Inventory at the end of the fourth quarter was $99 million, down from $107 million in the previous year, indicating effective inventory management [25] Q&A Session All Questions and Answers Question: What is the company's expectation for grill market growth in 2026? - Management indicated that the market has been modestly down in recent years but expects a recovery as consumers approach the replacement cycle for grills [35][37] Question: What is the expected revenue impact from the DTC exit? - The revenue impact from exiting DTC and other initiatives is around $70 million, with margin rate pressure due to tariffs and promotional deleverage [39][40] Question: How is the company addressing SKU rationalization? - The intent of SKU rationalization is to streamline the product portfolio for manufacturing efficiencies and enhance consumer decision-making clarity [44][46] Question: What factors are driving the expected revenue decline in 2026? - The revenue decline is attributed to ongoing MEATER pressure and marketplace health initiatives, with a divergence between sell-through and sell-in expected [56][58]

Financial Data and Key Metrics Changes - For the full year 2025, revenue reached $560 million, exceeding guidance, while adjusted EBITDA was $70 million, landing in the upper half of the range [5][19] - Fourth quarter revenues decreased by 14% to $145 million, with grill revenues down 22% to $61 million, primarily due to elasticity and unfavorable mix shifts [21][22] - Adjusted EBITDA for the fourth quarter increased 6% to $19 million compared to $18 million in the same period of 2024, demonstrating operating leverage despite lower revenue levels [23] Business Line Data and Key Metrics Changes - Consumables revenues grew by 16% to $36 million, driven by higher unit volumes across wood pellets and food consumables [22] - Accessories revenues fell by 18% to $49 million, pressured by negative sales growth at MEATER [22] - The pellets business performed well, indicating strong consumer engagement and supporting long-term health and replacement outlook [9] Market Data and Key Metrics Changes - The outdoor grilling market has been relatively steady since 2022, reflecting only modest declines, with the company holding market share despite a sluggish category backdrop [7][9] - Connected cooks increased by 11% year-over-year during the holiday season, indicating strong brand engagement [7] Company Strategy and Development Direction - The company is focused on Project Gravity, a multi-year initiative aimed at reshaping the business, simplifying operations, and improving profitability [11][14] - The strategy includes exiting lower return revenue streams, optimizing channel strategy, and reallocating resources to high-return opportunities [11][12] - The company plans to launch two additional products in 2026 at more accessible price points to expand household penetration [8] Management's Comments on Operating Environment and Future Outlook - Management noted that tariffs had a significant impact on the category, driving volatility in ordering behavior, but they managed to protect profitability through disciplined pricing and cost control [10][20] - For fiscal year 2026, the company is guiding revenue of $465 million-$485 million and adjusted EBITDA of $50 million-$60 million, reflecting a transition year with a focus on long-term growth [17][29] - Management expressed confidence in the brand's strength and the potential for market recovery, although they have not forecasted a return to normalized replacement cycles [36][37] Other Important Information - The company exited fiscal year 2025 with cash and cash equivalents of $20 million and total net debt of $384 million, a decrease of $10 million from the previous year [24] - Project Gravity is expected to deliver approximately $64 million-$70 million of total value across both phases, with benefits beginning to materialize in 2025 and continuing into 2026 [14] Q&A Session Summary Question: Where did the grill market finish in 2025 relative to 2019 levels in terms of industry volumes? - Management indicated that the market has been modestly down in recent years, with expectations for recovery as consumers approach replacement cycles [35][36] Question: What is the expected revenue impact from the DTC exit? - The revenue impact from exiting DTC and other initiatives is around $70 million, with margin rate pressure due to tariffs and promotional deleverage [39][40] Question: Can you elaborate on SKU rationalization efforts? - The company aims to streamline the product portfolio to create efficiencies in manufacturing and inventory while enhancing consumer decision-making clarity [44][45] Question: How is the company addressing ongoing MEATER pressure? - Management is centralizing MEATER operations and leveraging fixed cost infrastructure to drive ongoing growth while managing inventory health [58][59] Question: What is the reason for the similar decremental margin despite Project Gravity? - The decremental margin remains similar due to full-year tariff impacts and promotional deleverage, which are expected to improve as revenue normalizes [63][64]

Financial Data and Key Metrics Changes - For fiscal 2025, the company reported revenue of $560 million, exceeding the high end of guidance, and Adjusted EBITDA of $70 million, landing in the upper half of the range [5][17] - Fourth quarter revenues decreased by 14% to $145 million, with grill revenues down 22% to $61 million, while consumables revenues increased by 16% to $36 million [18][19] - The net loss for the fourth quarter was $17 million, compared to a net loss of $7 million in the same quarter of 2024 [21] Business Line Data and Key Metrics Changes - Grill category revenues declined primarily due to elasticity and unfavorable mix shifts, while consumables, including pellets, remained a source of strength [18][19] - Accessories revenues decreased by 18% to $49 million, pressured by negative sales growth at MEATER [20] Market Data and Key Metrics Changes - The outdoor grilling market has been relatively steady since 2022, reflecting only modest declines, with the company maintaining market share despite a sluggish category backdrop [6][8] - Connected cooks increased by 11% year-over-year during the holiday season, indicating strong consumer engagement [6][37] Company Strategy and Development Direction - The company is focused on Project Gravity, a multi-year initiative aimed at reshaping the business, simplifying operations, and improving profitability [10][12] - The strategy includes exiting lower return revenue streams, optimizing channel strategies, and launching new products at more accessible price points [10][15] Management's Comments on Operating Environment and Future Outlook - Management noted that tariffs had a significant impact on the category, driving volatility in ordering behavior, but they managed to protect profitability through disciplined pricing and cost control [9][17] - For fiscal 2026, the company is guiding revenue of $465 million-$485 million and Adjusted EBITDA of $50 million-$60 million, reflecting a focus on long-term growth despite expected revenue decline [15][27] Other Important Information - The company expects Project Gravity to deliver approximately $64 million-$70 million of total value across both phases, with benefits beginning to materialize in 2025 and continuing into 2026 [12][27] - The company exited fiscal 2025 with cash and cash equivalents of $20 million and total net debt of $384 million, reflecting a decline of $10 million compared to the previous year [22] Q&A Session Summary Question: What is the company's expectation for grill market growth in 2026? - Management indicated that the market has been modestly down in recent years but expects a recovery as consumers begin to replace grills [34][36] Question: What is the expected revenue impact from the DTC exit? - The revenue impact from exiting DTC and other channels is estimated at around $70 million, with margin rate pressure due to tariffs and promotional deleverage [39][40] Question: Can you elaborate on SKU rationalization efforts? - The company aims to streamline its product portfolio to create efficiencies in manufacturing and improve consumer decision-making [43][44] Question: Why is the decremental margin similar to last year despite Project Gravity? - The decremental margin is impacted by a full year of tariffs and promotional funding deleverage, which erodes margins despite cost-saving initiatives [63][64]

INVESTOR PRESENTATION FOURTH QUARTER 2025 AND FISCAL YEAR 2025 SAFE HARBOR STATEMENT This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our anticipated full-year fiscal 2026 results, our Project Gravity initiative, our organizational foc ...

Summary of Traeger, Inc. Special Meeting of Stockholders Company Overview - **Company**: Traeger, Inc. (NYSE: COOK) - **Meeting Date**: March 2, 2026 - **Format**: Virtual meeting conducted via live webcast Key Proposals Discussed 1. **Reverse Stock Split Proposal** - Approval of amendments to the amended and restated certificate of incorporation to implement a reverse stock split of common stock at a ratio ranging from 1 for 10 to 1 for 50, as determined by the board of directors in its discretion [5][6] 2. **Adjournment Proposal** - Approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the reverse stock split proposal [5][7] Voting and Meeting Proceedings - **Voting Process**: Polls opened at 8:30 A.M. Mountain Time on March 2, 2026, and closed at 8:34 A.M. [3][6] - **Quorum**: A quorum was present, allowing the meeting to proceed [4] - **Preliminary Results**: The proposal for the reverse stock split was approved, and the adjournment proposal was also approved [6][7] - **Final Vote Tally**: To be published within four business days in a current report on Form 8-K filed with the Securities and Exchange Commission [7] Additional Information - **Management Team Present**: CEO Jeremy Andrus, CFO Joey Hord, and General Counsel Courtland Astill were present during the meeting [2] - **Questions from Stockholders**: No questions were submitted during the meeting [8] - **Closing Remarks**: The meeting concluded with thanks to stockholders for their attendance and interest in the company [9][10]

Core Insights - Traeger reported revenue of $125.4 million for the quarter ended September 2025, marking a year-over-year increase of 2.7% and exceeding the Zacks Consensus Estimate by 11.39% [1] - The company experienced an EPS of -$0.17, which is a decline compared to -$0.06 from the previous year, resulting in an EPS surprise of -466.67% against the consensus estimate of -$0.03 [1] Revenue Breakdown - Net sales from Grills reached $76.6 million, surpassing the average estimate of $67.85 million, reflecting a year-over-year increase of 2.3% [4] - Net sales from Consumables amounted to $25.3 million, exceeding the average estimate of $23.88 million, with a year-over-year increase of 12.4% [4] - Net sales from Accessories were reported at $23.5 million, which fell short of the average estimate of $20.8 million, showing a year-over-year decline of 4.5% [4] Stock Performance - Traeger shares have returned -15.3% over the past month, contrasting with a +1% change in the Zacks S&P 500 composite [3] - The stock currently holds a Zacks Rank 4 (Sell), indicating potential underperformance relative to the broader market in the near term [3]