[8-K] Traeger, Inc. Reports Material Event

Rhea-AI Filing Summary

Traeger, Inc. reported that it received a non-compliance notice from the New York Stock Exchange because the average closing price of its common stock was below $1.00 per share over a consecutive 30 trading-day period ended November 14, 2025. This triggers NYSE rules under Section 802.01C for companies whose share price stays under the minimum level.

The company has a six-month cure period to regain compliance and is considering options including a reverse stock split, subject to approval by its Board and stockholders. During this cure period, Traeger’s shares will continue to trade on the NYSE as long as it meets other listing requirements, and the notice does not change its business operations, SEC reporting, or debt obligations.

Positive

• None.

Negative

• NYSE minimum price non-compliance: Traeger’s average closing share price was below $1.00 over 30 consecutive trading days, creating a risk of eventual NYSE delisting if not cured.

Insights

Equity market structure analyst

Traeger faces NYSE price non-compliance but keeps its listing during a cure period.

Traeger, Inc. has fallen below the NYSE’s minimum average share price of $1.00 over a 30 trading-day window ended November 14, 2025, triggering a formal non-compliance notice under Section 802.01C. This reflects sustained share price weakness and introduces the possibility of delisting if compliance is not restored.

The company has a six-month cure period after receiving the notice to lift both its closing price and 30-day average back to at least $1.00. It states that it is considering all options, including a reverse stock split, which would require approval by the Board and stockholders and is a common mechanical way to increase per-share price without changing overall equity value.

During the cure period, the stock remains listed on the NYSE and the notice does not affect operations, SEC reporting, or debt obligations. The filing also highlights broader risks such as employee, vendor, customer, lender and investor reactions to the notice and the need to continue meeting all other NYSE listing standards.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 19, 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 3.01.    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 19, 2025, Traeger, Inc. (the “Company”) received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”) because the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30 trading-day period ended November 14, 2025. The Notice does not result in the immediate delisting of the Company’s common stock from the NYSE.

The Company intends to remain listed on the NYSE and is considering all available options to regain compliance with the NYSE’s continued listing standards, including a reverse stock split, subject to approval by the Company’s Board of Directors and stockholders. In accordance with applicable NYSE rules, the Company can regain compliance at any time within a six-month cure period following its receipt of the Notice if, on the last trading day of any calendar month during such cure period (or the last trading day of the cure period), the Company has both: (i) a closing price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of the applicable calendar month or the cure period. Under the NYSE’s rules, if the Company determines that it will cure the stock price deficiency by taking an action requiring shareholder approval at its next annual meeting, the price condition will be deemed cured if the price promptly exceeds $1.00 per share and the price remains above that level for at least the next 30 trading days.

The Notice has no immediate impact on the listing of the Company’s common stock, which will remain listed and traded on the NYSE during the six-month cure period, subject to the Company’s compliance with the other continued listing requirements of the NYSE. The Notice does not affect the Company’s ongoing business operations, reporting requirements with the Securities and Exchange Commission, nor does it trigger any violation of its debt obligations.

Item 7.01.    Regulation FD Disclosure.

As required by Section 802.01C, the Company issued a press release on November 24, 2025, announcing its receipt of the Notice. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under the Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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 the Company’s plans with respect to the NYSE notice of non-compliance, including a potential reverse stock split. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises nor guarantees, and involve known and unknown risks, uncertainties and other important factors that may cause our 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 following: reactions from our employees, vendors, customers, lenders and investors to the Company’s receipt of the NYSE notice of non-compliance, the Company’s ability to regain compliance with the minimum share price requirement within the applicable cure period; the Company’s ability to comply with other NYSE listing standards and maintain the listing of its common stock on the NYSE; the impact of management transitions on our common stock; our ability to manage our future growth effectively; our ability to expand into additional markets; our ability to maintain and strengthen our brand to generate and maintain ongoing demand for our products; our ability to cost-effectively attract new customers and retain our existing customers; the highly competitive market in which we operate; and the ability of our stockholders to influence corporate matters. These and other important factors discussed under the caption “Risk Factors” in our 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.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated November 24, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 24, 2025			By:			/s/ Michael J. Hord
						Michael J. Hord
						Chief Financial Officer

FAQ

Why did Traeger (COOK) receive a NYSE non-compliance notice?

Traeger received a written notice from the NYSE because the average closing price of its common stock was less than $1.00 per share over a consecutive 30 trading-day period ended November 14, 2025, violating Section 802.01C of the NYSE Listed Company Manual.

Is Traeger (COOK) being immediately delisted from the NYSE?

No. The notice does not result in immediate delisting. Traeger’s common stock will remain listed and traded on the NYSE during a six-month cure period, provided it continues to meet the NYSE’s other listing requirements.

How can Traeger regain compliance with NYSE listing standards?

Traeger can regain compliance at any time within the six-month cure period if, on the last trading day of a calendar month or the cure period, it has a closing price of at least $1.00 and a 30 trading-day average closing price of at least $1.00 per share.

What options is Traeger considering to address the NYSE notice?

The company states it is considering all available options to regain compliance, including a reverse stock split, which would be subject to approval by Traeger’s Board of Directors and stockholders.

Does the NYSE notice affect Traeger’s operations or debt obligations?

According to the disclosure, the notice does not affect Traeger’s ongoing business operations, its SEC reporting requirements, or trigger any violation of its debt obligations.

What disclosure did Traeger make in connection with the NYSE non-compliance notice?

As required by Section 802.01C, Traeger issued a press release on November 24, 2025 announcing receipt of the notice, which is furnished as Exhibit 99.1.