Traeger, Inc.

Addison,NY · Sweet Home,OR · Menlo,GA · Jasper,TX

Raw Material Storage (sq. ft.) · 5,000 · 6,500 · 5,400 · 8,000

Manufacturing Size (sq. ft.) · 3,750 · 10,000 · 6,000 · 8,400

Warehousing Size (sq. ft.) · 64,500 · 57,800 · 47,000 · 34,000

Average Production (tons of wood pellets per year) (1) · 22,994 · 27,001 · 23,350 · 15,659

Maximum Production (tons of wood pellets per year) · 54,338 · 59,772 · 39,848 · 19,924

Ownership · Owned · Leased · Leased · Leased

Lease End · — · 2029 · 2026 · 2035

Average Headcount (2) · 18 · 14 · 16 · 11

(1)Based on actual production for the fiscal year ended December 31, 2025.

(2)Average headcount for the fiscal year ended December 31, 2025.

• Use of social media and community ambassadors may materially and adversely affect our reputation or subject us to fines or other penalties.
• A significant portion of our revenue is generated from sales of our products to retailers, and we derive a majority of our revenue from three retailers. A decline in demand from these retailers or failure by these retailers to perform their contractual obligations would cause our customer base, results of operations, and business to suffer.
• If we are unable to anticipate customer preferences and successfully develop new, innovative, and updated products, services, and features, or if we fail to effectively manage the introduction of new products, services, and features, our business will suffer.
• Our passion and focus on delivering a high-quality and engaging experience for our customers may not maximize short-term financial results, which may yield results that conflict with the market’s expectations and could result in our stock price being negatively affected.
• The market for wood pellet grills is still in the early stages of growth and if it does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, our business may be adversely affected.
• Our estimated addressable market is subject to inherent challenges and uncertainties. If we have overestimated the size of our addressable market, our future growth opportunities may be limited.
• Competitors have imitated and attempted to imitate, and will likely continue to imitate or attempt to imitate our products and technology. If we are unable to protect or preserve our brand image, intellectual property, and proprietary rights, our business may be harmed.
• Our revenue and profits depend on the level of customer spending for discretionary items, which is sensitive to general economic conditions and other factors.
• Our results of operations may suffer if we do not accurately forecast demand for our products or successfully manage our inventory to match customer demand.
• Our business may fluctuate as a result of seasonality and changes in weather conditions.
• We have significant international operations and are exposed to risks associated with doing business globally.
• We are subject to governmental export and import controls, customs, and economic and trade sanctions laws that could subject us to liability and impair our ability to compete in international markets.
• Failure to comply with anti-corruption laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.
• Our business could be adversely affected from an accident, safety incident, or workforce disruption. Our internal manufacturing processes and related activities, as well as our in-house warehousing and last-mile logistics activities, could expose us to significant personal injury claims that could subject us to substantial liability.
• We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our business, financial condition, and results of operations.
• Our revenue could decline due to changes in credit markets and decisions made by credit providers.
• We may be required to recognize impairment charges on our long-lived assets, which could materially adversely affect our results of operations.
• We are subject to risks related to sustainability and corporate responsibility issues.
• Significant increases in the cost of raw materials for our wood pellet facilities or our suppliers suffering from operating or financial difficulties could adversely impact revenue and our ability to satisfy customer demand.
• Failure to implement effective quality control systems at our wood pellet facilities could have a material adverse effect on our business and operations.
• An increase in the price or a significant interruption in the supply of electricity could have a material adverse effect on our results of operations.
• Increases in labor costs, potential labor disputes, and work stoppages, or an inability to hire skilled manufacturing, sales, and other personnel, could adversely affect our business.
• Our wood pellet production operations are subject to operational hazards and downtimes or interruptions, which may have a material adverse effect on our business and results of operations.
• Our wood pellet production operations are subject to stringent environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.
• Climate change legislation, regulatory initiatives, and litigation could result in increased operating costs or, in some instances, adversely impact demand for our products.
• Federal, state, and local legislative and regulatory initiatives relating to forestry products and the potential for related litigation could result in increased costs, additional operating restrictions, or delays for our suppliers, which could negatively impact our business, financial condition, and results of operations.
• Regulatory authorities in the United States, European Union, and elsewhere regulate hazardous materials and other substances, and those regulations could affect sales of our products.
• Regulation of certain perfluoroalkyl and polyfluoroalkyl substances in the United States and internationally may affect our product lines.
• Risks Related to Our Reliance on Third Parties
• We rely on a limited number of third-party manufacturers, and problems with, or loss of, our suppliers or an inability to obtain raw materials could harm our business and results of operations.
• If we fail to timely and effectively obtain shipments of products from our manufacturers and deliver products to our customers, including our retailers, our business, and results of operations could be harmed.
• Fluctuations in the cost and availability as well as delays of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs.
• Many of our products are manufactured by third parties outside of the United States, and our business may be harmed by legal, regulatory, economic, political, and public health risks associated with international trade and those markets.
• We depend on our retailers to display and present our products to customers, and our failure to maintain and further develop our relationships with our retailers could harm our business.
• Insolvency, credit problems, or other financial difficulties that could confront our retailers or distributors could expose us to financial risk.
• If our independent suppliers and manufacturers do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, and results of operations could be harmed.
• Risks Related to our Capital Structure, Indebtedness, and Capital Requirements
• We depend on cash generated from our operations to support our growth, and we may need to raise additional capital, which may not be available on terms acceptable to us or at all.
• Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
• Changes in our effective tax rate or exposure to additional income tax liabilities could adversely affect our financial results.
• Our international operations may give rise to potentially adverse tax consequences.
• Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our customers could increase the costs of our products and harm our business.
• Our substantial indebtedness could materially adversely affect our financial condition, and our capital may not be available on acceptable terms or at all in the future.
• The terms of our First Lien Credit Agreement may restrict our current and future operations, including our ability to respond to changes or to take certain actions.
• Risks Related to Intellectual Property, Information Technology, and Data Privacy
• Recent changes to patent laws in the United States and in foreign jurisdictions may limit our ability to obtain, defend, and/or enforce our patents.
• If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest.
• Our success depends in part on our ability to operate without infringing, misappropriating or otherwise violating the intellectual property and proprietary rights of others, and if we are unable to do so we may be liable for damages.
• We rely significantly on information technology, and any failure, inadequacy, or interruption of that technology could materially harm our ability to effectively operate our business and financial condition.
• If we or our third-party providers fail to protect confidential information and/or experience data security incidents, there may be damage to our brand and reputation, material financial penalties, and legal liability, which could materially adversely affect our business, results of operations, and financial condition.
• We rely on operating system providers and app stores to support some of our products and services, including our app, and any disruption, deterioration, or change in their services, policies, practices, guidelines, and/or terms of service could have a material adverse effect on our reputation, business, financial condition, and results of operations.
• The challenges associated with effectively managing the integration and use of AI solutions in our operations could result in reputational harm, competitive harm, and legal liability, and adversely affect our business and results of operations.
• Risks Related to Our Common Stock
• Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors.
• Our failure to remain in compliance with NYSE continued listing standards could result in the delisting of our common stock, which would have an adverse impact on the trading, liquidity and market price of our common stock.
• Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our common stock.
• A limited number of stockholders hold a substantial portion of our outstanding common stock, and their interests may conflict with our interests and the interests of other stockholders.
• Future sales of shares by existing stockholders, including our principal stockholders, officers, or directors, could cause our stock price to decline.
• Our certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to certain parties to our Stockholders Agreements and any director or stockholder who is not employed by us or our subsidiaries.
• The provision of our certificate of incorporation requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
• We are obligated to develop and maintain proper and effective internal control over financial reporting, and if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
• We are a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange. As a result, we qualify for, and intend to rely on, exemptions from certain corporate governance standards. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
• We are an “emerging growth company” and are availing ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.
• If securities or industry analysts do not publish research or reports about our business, or they publish negative reports about our business, our share price and trading volume could decline.
• We do not intend to pay dividends for the foreseeable future.
• General Risks
• We may engage in merger and acquisition activities, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our results of operations.
• From time to time, we may be subject to legal proceedings, regulatory disputes, and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and results of operations.