{"url_path":"/sec/cook/proxy/2026-04-27/000162828026027524","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1857853/0001628280-26-027524-index.html","accession_number":"0001628280-26-027524","cik":"0001857853","ticker":"COOK","issuer_name":"Traeger, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1857853/0001628280-26-027524-index.html","primary_entity_key":"0001857853","primary_entity_name":"Traeger, Inc."},"word_count":29103,"has_tables":true,"body_markdown":"cook-20260427\nfalseDEF 14A000185785300018578532025-01-012025-12-31\n\n \n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nSCHEDULE 14A\n\nProxy Statement Pursuant to Section 14(a) of the\n\nSecurities Exchange Act of 1934\n\n(Amendment No.    )\n\nFiled by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐\n\nCheck the appropriate box:\n\n \n\n☐\n\nPreliminary Proxy Statement\n\n \n\n \n\n☐\n\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n \n\n \n\n☒\n\nDefinitive Proxy Statement\n\n \n\n \n\n☐\n\nDefinitive Additional Materials\n\n \n\n \n\n☐\n\nSoliciting Material under §240.14a-12\n\nTraeger, Inc.\n\n(Name of Registrant as Specified in its Charter)\n\n(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)\n\nPayment of Filing Fee (Check all boxes that apply):\n\n \n\n \n\n☒\n\nNo fee required.\n\n☐\n\nFee paid previously with preliminary materials.\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n \n\n \n\n \n\nTRAEGER, INC.\n\n533 SOUTH 400 WEST\n\nSALT LAKE CITY, UTAH 84101\n\nApril 27, 2026\n\nFellow Stockholders,\n\nYou are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Traeger, Inc. at\n\n8:30 a.m. Mountain Time, on Tuesday, June 9, 2026. The Annual Meeting will be a completely virtual meeting, which will\n\nbe conducted via live webcast.\n\nThe Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual\n\nMeeting. Please see the section entitled “Who can attend the Annual Meeting?” on page [58](#i0720385b44284510808b72e4b040c5f8_13993) of the proxy statement for\n\nmore information about how to attend the meeting online.\n\nWhether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the\n\nAnnual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you\n\nreceived paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed\n\nenvelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet\n\nAvailability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have\n\nreceived a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to\n\nattend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.\n\nAt the heart of our brand is a passionate and engaged community called the Traegerhood, which includes everyone from\n\ncasual grillers to competition pitmasters and professional chefs. We believe our potential market opportunity is significant\n\nand that our ability to grow within the outdoor grill market is unrivaled. We see opportunities to meaningfully increase\n\nawareness of the Traeger brand and to expand our integrated, connected cooking platform with new technologies and\n\nexperiences. Together with the Traegerhood, we are disrupting home cooking.\n\nIn 2025, we executed against our strategic priorities in a challenging operating environment. We closed the year with\n\nrevenue above the high end of our guidance range and Adjusted EBITDA in the upper half of our guidance range. We\n\ntook deliberate actions to navigate tariff pressure, protect profitability, and simplify the business (including through our\n\nProject Gravity initiative) in ways that we believe strengthened our foundation for the long term. As we move into 2026, we\n\nare executing with discipline to focus the business on our highest-return opportunities, while continuing to invest behind\n\nproduct innovation and brand. We believe these actions are positioning Traeger for stronger long-term performance. \n\nOur Board of Directors continues to play a key role in overseeing this transformation of our business.  This year, we\n\nengaged in a comprehensive evaluation process to identify areas of improvement, engage in ongoing director education,\n\nand ensure that our Board of Directors is functioning effectively in overseeing management as it continues to execute\n\nagainst our strategic pillars. \n\nWe believe our employees are the foundation of our success and work to provide them with a world-class experience\n\nthrough competitive compensation; comprehensive benefits and retirement plans; a flexible workplace policy; health and\n\nsafety training programs; and job skills, compliance, and leadership trainings. We are proud of the strides we continue to\n\nmake towards our sustainability and corporate responsibility goals to create an even more sustainable way of bringing\n\npeople together to create a more flavorful world. \n\nOur confidence in the long-term potential of our brand remains as high as ever.  On behalf of our Board of Directors\n\nand the Traegerhood, thank you for your continued trust and support in Traeger, and we look forward to seeing you at\n\nthe meeting. \n\nSincerely,\n\n                             \n\nJeremy Andrus                                                 \n\nCEO and Chairman of the Board                     \n\nNOTICE OF ANNUAL MEETING\n\nOF STOCKHOLDERS\n\nMEETING DETAILS\n\nDATE\n\nTuesday, June 9, 2026\n\nTIME\n\n8:30 a.m. Mountain Time\n\nPLACE\n\nVirtually Online\n\nThe Annual Meeting of Stockholders (the “Annual Meeting”) of Traeger, Inc., a Delaware corporation (the “Company”), will\n\nbe held at 8:30 a.m. Mountain Time on Tuesday, June 9, 2026. The Annual Meeting will be a completely virtual meeting,\n\nwhich will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions\n\nduring the meeting by visiting www.virtualshareholdermeeting.com/COOK2026 and entering your 16-digit control number\n\nincluded in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that\n\naccompanied your proxy materials.\n\nTHE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING\n\nPURPOSES:\n\n1\n\nElect Martin Eltrich and Steven Richman as Class II directors to serve until the 2029 Annual Meeting of\n\nStockholders, and until their respective successor shall have been duly elected and qualified;\n\n2\n\nRatify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the\n\nfiscal year ending December 31, 2026; and\n\n3\n\nTransact any other business as may properly come before the Annual Meeting or any continuation,\n\nadjournment or postponement thereof.\n\nHolders of record of our common stock as of the close of business on April 13, 2026 are entitled to notice of and to vote\n\nat the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such\n\nstockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for\n\na purpose germane to the meeting during ordinary business hours at the Company’s principal executive offices. The\n\nAnnual Meeting may be continued or adjourned from time to time without notice other than by announcement at the\n\nAnnual Meeting.\n\nIt is important that your shares be represented regardless of the number of shares you may hold. Whether or not you\n\nplan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the\n\nInternet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date, and\n\nmail the proxy card in the enclosed return envelope.\n\nNotice of Annual Meeting of Stockholders\n\nPromptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of\n\nfurther solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you\n\ndesire to do so, as your proxy is revocable at your option.\n\nBy Order of the Board of Directors,\n\nCourtland Astill\n\nGeneral Counsel & Corporate Secretary\n\nSalt Lake City, Utah\n\nApril 27, 2026\n\nIt is important that your shares be represented regardless of the number of shares you may hold.\n\nWhether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free\n\ntelephone number or over the Internet, as described in the enclosed materials. If you received a copy of the\n\nproxy card by mail, you may sign, date, and mail the proxy card in the enclosed return envelope. Promptly voting\n\nyour shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further\n\nsolicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you\n\ndesire to do so, as your proxy is revocable at your option.\n\nTABLE OF CONTENTS\n\n[PROXY STATEMENT](#iec462d4d6f5e4330a61b3375b37fde96_28)\n\n[1](#iec462d4d6f5e4330a61b3375b37fde96_28)\n\n[Information About This Proxy Statement](#iec462d4d6f5e4330a61b3375b37fde96_31)\n\n[1](#iec462d4d6f5e4330a61b3375b37fde96_31)\n\n[PROXY SUMMARY](#iec462d4d6f5e4330a61b3375b37fde96_34)\n\n[3](#iec462d4d6f5e4330a61b3375b37fde96_34)\n\n[Voting Matters and Board Recommendations](#iec462d4d6f5e4330a61b3375b37fde96_1248)\n\n[3](#iec462d4d6f5e4330a61b3375b37fde96_1248)\n\n[Ways to Vote](#iec462d4d6f5e4330a61b3375b37fde96_37)\n\n[3](#iec462d4d6f5e4330a61b3375b37fde96_37)\n\n[Meeting Details](#iec462d4d6f5e4330a61b3375b37fde96_40)\n\n[3](#iec462d4d6f5e4330a61b3375b37fde96_40)\n\n[CORPORATE RESPONSIBILITY](#iec462d4d6f5e4330a61b3375b37fde96_43)\n\n[5](#iec462d4d6f5e4330a61b3375b37fde96_43)\n\n[Environmental Sustainability](#iec462d4d6f5e4330a61b3375b37fde96_46)\n\n[5](#iec462d4d6f5e4330a61b3375b37fde96_46)\n\n[Taking Care of Our People](#iec462d4d6f5e4330a61b3375b37fde96_49)\n\n[6](#iec462d4d6f5e4330a61b3375b37fde96_49)\n\n[Inclusion](#iec462d4d6f5e4330a61b3375b37fde96_52) and Belonging\n\n[7](#iec462d4d6f5e4330a61b3375b37fde96_52)\n\n[Human Rights](#iec462d4d6f5e4330a61b3375b37fde96_55)\n\n[7](#iec462d4d6f5e4330a61b3375b37fde96_55)\n\n[Responsible Sourcing](#iec462d4d6f5e4330a61b3375b37fde96_58)\n\n[8](#iec462d4d6f5e4330a61b3375b37fde96_58)\n\n[Workplace & Product Safety](#iec462d4d6f5e4330a61b3375b37fde96_61)\n\n[9](#iec462d4d6f5e4330a61b3375b37fde96_61)\n\n[Giving Back to the Community](#iec462d4d6f5e4330a61b3375b37fde96_64)\n\n[10](#iec462d4d6f5e4330a61b3375b37fde96_64)\n\n[Data Privacy & Security](#iec462d4d6f5e4330a61b3375b37fde96_67)\n\n[10](#iec462d4d6f5e4330a61b3375b37fde96_67)\n\n[Product Marketing](#iec462d4d6f5e4330a61b3375b37fde96_70)\n\n[11](#iec462d4d6f5e4330a61b3375b37fde96_70)\n\n[Looking Ahead](#iec462d4d6f5e4330a61b3375b37fde96_73)\n\n[11](#iec462d4d6f5e4330a61b3375b37fde96_73)\n\n[PROPOSAL 1: ELECTION OF DIRECTORS](#iec462d4d6f5e4330a61b3375b37fde96_76)\n\n[12](#iec462d4d6f5e4330a61b3375b37fde96_76)\n\n[Vote Required](#iec462d4d6f5e4330a61b3375b37fde96_79)\n\n[13](#iec462d4d6f5e4330a61b3375b37fde96_79)\n\n[Board Nominees](#iec462d4d6f5e4330a61b3375b37fde96_82)\n\n[13](#iec462d4d6f5e4330a61b3375b37fde96_82)\n\n[Director Biographies](#iec462d4d6f5e4330a61b3375b37fde96_85)\n\n[14](#iec462d4d6f5e4330a61b3375b37fde96_85)\n\n[Continuing Members of the Board of Directors](#iec462d4d6f5e4330a61b3375b37fde96_88)\n\n[15](#iec462d4d6f5e4330a61b3375b37fde96_88)\n\n[Director Snapshot](#iec462d4d6f5e4330a61b3375b37fde96_91)\n\n[19](#iec462d4d6f5e4330a61b3375b37fde96_91)\n\n[Board Skills Matrix](#iec462d4d6f5e4330a61b3375b37fde96_94)\n\n[20](#iec462d4d6f5e4330a61b3375b37fde96_94)\n\n[EXECUTIVE OFFICERS](#iec462d4d6f5e4330a61b3375b37fde96_97)\n\n[22](#iec462d4d6f5e4330a61b3375b37fde96_97)\n\n[CORPORATE GOVERNANCE](#iec462d4d6f5e4330a61b3375b37fde96_100)\n\n[23](#iec462d4d6f5e4330a61b3375b37fde96_100)\n\n[General](#iec462d4d6f5e4330a61b3375b37fde96_103)\n\n[23](#iec462d4d6f5e4330a61b3375b37fde96_103)\n\n[Board Composition](#iec462d4d6f5e4330a61b3375b37fde96_106)\n\n[23](#iec462d4d6f5e4330a61b3375b37fde96_106)\n\n[Stockholders Agreements](#iec462d4d6f5e4330a61b3375b37fde96_109)\n\n[23](#iec462d4d6f5e4330a61b3375b37fde96_109)\n\n[Controlled Company Exemption](#iec462d4d6f5e4330a61b3375b37fde96_112)\n\n[25](#iec462d4d6f5e4330a61b3375b37fde96_112)\n\n[Director Independence](#iec462d4d6f5e4330a61b3375b37fde96_115)\n\n[25](#iec462d4d6f5e4330a61b3375b37fde96_115)\n\n[Executive Sessions](#iec462d4d6f5e4330a61b3375b37fde96_118)\n\n[25](#iec462d4d6f5e4330a61b3375b37fde96_118)\n\n[Director Candidates](#iec462d4d6f5e4330a61b3375b37fde96_121)\n\n[25](#iec462d4d6f5e4330a61b3375b37fde96_121)\n\nTable of Contents\n\n[Communications from Interested Parties](#iec462d4d6f5e4330a61b3375b37fde96_124)\n\n[26](#iec462d4d6f5e4330a61b3375b37fde96_124)\n\n[Board Leadership Structure and Role in Risk Oversight](#iec462d4d6f5e4330a61b3375b37fde96_127)\n\n[26](#iec462d4d6f5e4330a61b3375b37fde96_127)\n\n[Code of Business Conduct and Ethics](#iec462d4d6f5e4330a61b3375b37fde96_130)\n\n[27](#iec462d4d6f5e4330a61b3375b37fde96_130)\n\nInsider Trading[Policy](#iec462d4d6f5e4330a61b3375b37fde96_133)\n\n[27](#iec462d4d6f5e4330a61b3375b37fde96_133)\n\n[Compensation Committee Interlocks and Insider Participation](#iec462d4d6f5e4330a61b3375b37fde96_136)\n\n[28](#iec462d4d6f5e4330a61b3375b37fde96_136)\n\n[Attendance by Members of the Board of Directors at Meetings](#iec462d4d6f5e4330a61b3375b37fde96_139)\n\n[28](#iec462d4d6f5e4330a61b3375b37fde96_139)\n\n[COMMITTEES OF THE BOARD](#iec462d4d6f5e4330a61b3375b37fde96_142)\n\n[29](#iec462d4d6f5e4330a61b3375b37fde96_142)\n\n[Audit Committee](#iec462d4d6f5e4330a61b3375b37fde96_145)\n\n[29](#iec462d4d6f5e4330a61b3375b37fde96_145)\n\n[Compensation Committee](#iec462d4d6f5e4330a61b3375b37fde96_148)\n\n[30](#iec462d4d6f5e4330a61b3375b37fde96_148)\n\n[Nominating and Corporate Governance Committee](#iec462d4d6f5e4330a61b3375b37fde96_151)\n\n[31](#iec462d4d6f5e4330a61b3375b37fde96_151)\n\n[DIRECTOR COMPENSATION](#iec462d4d6f5e4330a61b3375b37fde96_154)\n\n[32](#iec462d4d6f5e4330a61b3375b37fde96_154)\n\n[2025 Director Compensation Table](#iec462d4d6f5e4330a61b3375b37fde96_1260)\n\n[32](#iec462d4d6f5e4330a61b3375b37fde96_1260)\n\n[Director Deferred Compensation Plan](#iec462d4d6f5e4330a61b3375b37fde96_1273)\n\n[34](#iec462d4d6f5e4330a61b3375b37fde96_1273)\n\n[SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT](#iec462d4d6f5e4330a61b3375b37fde96_157)\n\n[35](#iec462d4d6f5e4330a61b3375b37fde96_157)\n\n[DELINQUENT SECTION 16(A) REPORTS](#iec462d4d6f5e4330a61b3375b37fde96_160)\n\n[37](#iec462d4d6f5e4330a61b3375b37fde96_160)\n\n[EXECUTIVE COMPENSATION](#iec462d4d6f5e4330a61b3375b37fde96_163)\n\n[38](#iec462d4d6f5e4330a61b3375b37fde96_163)\n\n[Summary Compensation Table](#iec462d4d6f5e4330a61b3375b37fde96_166)\n\n[38](#iec462d4d6f5e4330a61b3375b37fde96_166)\n\n[Narrative to Summary Compensation Table](#iec462d4d6f5e4330a61b3375b37fde96_169)\n\n[39](#iec462d4d6f5e4330a61b3375b37fde96_169)\n\n[Executive Compensation Arrangements](#iec462d4d6f5e4330a61b3375b37fde96_172)\n\n[41](#iec462d4d6f5e4330a61b3375b37fde96_172)\n\n[Other Elements of Compensation](#iec462d4d6f5e4330a61b3375b37fde96_175)\n\n[43](#iec462d4d6f5e4330a61b3375b37fde96_175)\n\n[Outstanding Equity Awards at Fiscal Year-End](#iec462d4d6f5e4330a61b3375b37fde96_178)\n\n[45](#iec462d4d6f5e4330a61b3375b37fde96_178)\n\n[CIC Severance Plan](#iec462d4d6f5e4330a61b3375b37fde96_181)\n\n[46](#iec462d4d6f5e4330a61b3375b37fde96_181)\n\n[CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS](#iec462d4d6f5e4330a61b3375b37fde96_184)\n\n[48](#iec462d4d6f5e4330a61b3375b37fde96_184)\n\n[Policies and Procedures for Related Person Transactions](#iec462d4d6f5e4330a61b3375b37fde96_187)\n\n[48](#iec462d4d6f5e4330a61b3375b37fde96_187)\n\n[Relationships and Transactions with Directors, Executive Officers and Significant Stockholders](#iec462d4d6f5e4330a61b3375b37fde96_190)\n\n[48](#iec462d4d6f5e4330a61b3375b37fde96_190)\n\n[STOCKHOLDERS’ PROPOSALS](#iec462d4d6f5e4330a61b3375b37fde96_193)\n\n[52](#iec462d4d6f5e4330a61b3375b37fde96_193)\n\n[REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS](#iec462d4d6f5e4330a61b3375b37fde96_196)\n\n[53](#iec462d4d6f5e4330a61b3375b37fde96_196)\n\n[PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC](#iec462d4d6f5e4330a61b3375b37fde96_199)\n\n[ACCOUNTING FIRM](#iec462d4d6f5e4330a61b3375b37fde96_199)\n\n[55](#iec462d4d6f5e4330a61b3375b37fde96_199)\n\n[Independent Registered Public Accounting Firm Fees and Other Matters](#iec462d4d6f5e4330a61b3375b37fde96_1284)\n\n[55](#iec462d4d6f5e4330a61b3375b37fde96_1284)\n\n[Audit Committee Pre-Approval Policy and Procedures](#iec462d4d6f5e4330a61b3375b37fde96_1297)\n\n[56](#iec462d4d6f5e4330a61b3375b37fde96_1297)\n\nAVAILABILITY OF[ANNUAL REPORT ON FORM 10-K](#iec462d4d6f5e4330a61b3375b37fde96_202)\n\n[57](#iec462d4d6f5e4330a61b3375b37fde96_202)\n\n[QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS](#iec462d4d6f5e4330a61b3375b37fde96_205)\n\n[58](#iec462d4d6f5e4330a61b3375b37fde96_205)\n\n[OTHER](#iec462d4d6f5e4330a61b3375b37fde96_208)BUSINESS\n\n[63](#iec462d4d6f5e4330a61b3375b37fde96_208)\n\n[SOLICITATION OF PROXIES](#iec462d4d6f5e4330a61b3375b37fde96_211)\n\n[64](#iec462d4d6f5e4330a61b3375b37fde96_211)\n\nCautionary Note Regarding Forward-Looking Statements\n\nThis proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,\n\nas amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements\n\ninclude all statements other than statements of historical fact, including but not limited to statements regarding our goals,\n\ncommitments, strategies, including with respect to corporate responsibility, and our executive compensation program. \n\nAdditionally, our disclosures, including our corporate responsibility disclosures, are subject to various considerations,\n\nincluding responding to various evolving standards and stakeholder expectations. Therefore, our disclosures, including\n\nour corporate responsibility disclosures, are not necessarily material for SEC reporting purposes.  More information,\n\nregarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein,\n\nmay be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the\n\nSEC on March 6, 2026, and in our subsequent filings with the SEC.\n\nFor the avoidance of doubt, neither the documents nor website references in this proxy statement, nor the materials\n\naccessible by such references, are hereby incorporated by reference absent explicit language to the contrary.\n\nTRAEGER, INC.\n\n1\n\n2026 Proxy Statement\n\nTraeger, Inc.\n\n533 South 400 West\n\nSalt Lake City, UT 84101\n\nPROXY STATEMENT\n\nThis proxy statement is furnished in connection with the solicitation by the Board of Directors of Traeger, Inc. of proxies to\n\nbe voted at our Annual Meeting of Stockholders to be held on Tuesday, June 9, 2026 (the “Annual Meeting”), at 8:30 a.m.,\n\nMountain Time, and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting will\n\nbe a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting\n\nonline and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/COOK2026 and\n\nentering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card\n\nor on the instructions that accompanied your proxy materials.\n\nHolders of record of shares of our common stock, par value $0.0001 per share (the “Common Stock”), as of the close of\n\nbusiness on April 13, 2026 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any\n\ncontinuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 2,768,821 shares\n\nof Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one\n\nvote on any matter presented to stockholders at the Annual Meeting.\n\nThis proxy statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2025 (the\n\n“2025 Annual Report”) will be released on or about April 27, 2026 to our stockholders as of the Record Date.\n\nUnless indicated otherwise, all share and per share numbers in this Proxy Statement reflect our 1-for-50 reverse stock\n\nsplit effected in March 2026.\n\nIn this proxy statement, “Traeger,” the “Company,” “we,” “us,” and “our” refer to Traeger, Inc.\n\nIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER\n\nMEETING TO BE HELD ON TUESDAY, JUNE 9, 2026\n\nThis proxy statement and our 2025 Annual Report to Stockholders are available at www.proxyvote.com.\n\nINFORMATION ABOUT THIS PROXY STATEMENT\n\nWhy you received this proxy statement.\n\nYou are viewing or have received these proxy materials because the Board is soliciting your proxy to vote your shares at\n\nthe Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of\n\nthe Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.\n\nNotice of Internet Availability of Proxy Materials.\n\nAs permitted by SEC rules, Traeger is making this proxy statement and its 2025 Annual Report available to its\n\nstockholders electronically via the Internet. On or about April 27, 2026, we intend to mail to our stockholders a Notice of\n\nInternet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement\n\nand our 2025 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy\n\nof the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to\n\naccess and review all of the important information contained in the proxy statement and 2025 Annual Report. The Internet\n\nTRAEGER, INC.\n\n2\n\n2026 Proxy Statement\n\nProxy Statement\n\nNotice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail\n\nand would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such\n\nmaterials contained on the Internet Notice.\n\nPrinted Copies of Our Proxy Materials.\n\nIf you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the\n\nproxy card included in the materials.\n\nHouseholding.\n\nThe SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our\n\nstockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take\n\nadvantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an\n\naddress, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree\n\nto deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder\n\nat the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies\n\nof the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge,\n\nHouseholding Department, 51 Mercedes Way, Edgewood, New York 11717.\n\nIf you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future\n\nproxy materials for your household, please contact Broadridge at the above phone number or address.\n\nTRAEGER, INC.\n\n3\n\n2026 Proxy Statement\n\nPROXY SUMMARY\n\nThis summary highlights information contained elsewhere in this proxy statement. This summary does not contain all\n\nof the information that you should consider, and you should read the entire proxy statement carefully before voting.\n\nWe know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before\n\nthe stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your\n\nshares in accordance with their best judgment.\n\nVOTING MATTERS AND BOARD RECOMMENDATIONS\n\nProposals\n\nRecommendation\n\nPage\n\n1\n\nElect two (2) Class II Directors for a three-year term; and\n\nFOR each Director Nominee\n\n[12](#iec462d4d6f5e4330a61b3375b37fde96_76)\n\n2\n\nRatify the appointment of Ernst & Young LLP as our\n\nindependent registered public accounting firm for the\n\nfiscal year ending December 31, 2026.\n\nFOR\n\n[55](#iec462d4d6f5e4330a61b3375b37fde96_199)\n\nWAYS TO VOTE\n\nBY INTERNET, BEFORE AND DURING THE MEETING\n\nBefore the meeting (prior to 11:59 p.m. Eastern Time,\n\nJune 8, 2026), you can vote online at: www.proxyvote.com\n\nDuring the meeting, you can vote online by logging into the\n\nvirtual annual meeting website using your 16-digit control\n\nnumber: www.virtualshareholdermeeting.com/COOK2026\n\nBY PHONE, BEFORE THE MEETING\n\nBefore the meeting (prior to 11:59 p.m. Eastern Time,\n\nJune 8, 2026), you can vote by telephone by calling\n\n1-800-690-6903\n\nBY MAIL, BEFORE THE MEETING\n\nBefore the meeting, mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope.\n\nTo reduce our administrative and postage costs and the environmental impact of the Annual Meeting, we encourage\n\nstockholders to vote prior to the meeting via the Internet or by telephone, both of which are available 24 hours a day,\n\nseven days a week, until 11:59 p.m. Eastern Time on June 8, 2026. Stockholders may revoke their proxies at the times\n\nand in the manner described on page [60](#i0720385b44284510808b72e4b040c5f8_15495) of this proxy statement.\n\nMEETING DETAILS\n\nDATE\n\nTuesday, June 9, 2026\n\nTIME\n\n8:30 a.m. Mountain Time\n\nPLACE\n\nwww.virtualshareholdermeeting.com/\n\nCOOK2026\n\nTRAEGER, INC.\n\n4\n\n2026 Proxy Statement\n\nProxy Summary\n\nDIRECTOR SNAPSHOT\n\nCommittees\n\nName\n\nAge\n\nDirector\n\nSince\n\nPosition\n\nAudit\n\nCompensation\n\nNominating and\n\nCorporate Governance\n\nClass I Directors (terms to expire at the 2028 Annual Meeting)\n\nJeremy Andrus\n\n54\n\n2014\n\nCEO and Chairman\n\nof the Board\n\nWendy A. Beck\n\n61\n\n2021\n\nDirector\n\nChairperson\n\nX\n\nDaniel James\n\n61\n\n2014\n\nDirector\n\nClass II Directors (subsequent terms to expire at the 2029 Annual Meeting if elected at the Annual Meeting)\n\nMartin Eltrich\n\n53\n\n2017\n\nDirector\n\nSteven Richman\n\n66\n\n2022\n\nDirector\n\nX\n\nClass III Directors (terms to expire at the 2027 Annual Meeting)\n\nRaul Alvarez\n\n70\n\n2018\n\nDirector\n\nX\n\nChairperson\n\nJames Ho\n\n48\n\n2017\n\nDirector\n\nX\n\nElizabeth C. Lempres\n\n65\n\n2021\n\nDirector\n\nX\n\nChairperson\n\nTRAEGER, INC.\n\n5\n\n2026 Proxy Statement\n\nCORPORATE RESPONSIBILITY\n\nAt Traeger, we understand that our ongoing commitment to corporate responsibility principles plays an important role in\n\nestablishing ourselves as a global leader in outdoor cooking. Our Board of Directors remains dedicated to overseeing the\n\nintegration of corporate responsibility principles into our corporate strategy. The Nominating and Corporate Governance\n\nCommittee of our Board (the “Nominating and Corporate Governance Committee”) oversees our corporate responsibility\n\nstrategy, including environmental stewardship (e.g., climate and natural capital), responsible investment, corporate\n\ncitizenship, human capital management, human rights, and other such matters of significance to certain of the Company’s\n\nstakeholders.  Various members of management have roles in implementing and acting on Traeger's corporate\n\nresponsibility strategy, including initiatives related to their own area of oversight; however, primary oversight for corporate\n\nresponsibility matters, including compliance with relevant evolving regulatory requirements, sits with our General Counsel. \n\nWe are proud of the strides we continue to make towards our corporate responsibility goals to create an even more\n\nsustainable way of bringing people together to create a more flavorful world.\n\nENVIRONMENTAL SUSTAINABILITY\n\nSustainable Wood Sourcing:\n\nTraeger is committed to responsibly sourcing wood pellet products and materials, both in Traeger’s wholly owned and\n\nthird-party operated facilities. To support Traeger’s sustainable wood sourcing efforts, we work with our raw material\n\nsuppliers and pellet mills to adhere to the following sustainable wood sourcing principles:\n\n1.Avoid sourcing raw wood materials from high-risk areas that engage in controversial sourcing practices including\n\nillegally harvested wood, wood harvested in violation of human rights, and wood from forests in which high\n\nconservation values are threatened by management activities.\n\n2.Work to increase the amount of recycled wood materials sourced for Traeger’s wood pellets, including pre-\n\nindustrial (e.g., mill sawdust, offcuts) and post-industrial (e.g., wood barrels) byproducts of wood production.\n\n3.For non-recycled wood sources, aim to gradually increase the use of raw wood materials certified by accredited\n\nthird-party forest certifications schemes such as the Forest Stewardship Council when feasible.\n\n4.Evaluate corporate responsibility stewardship and performance of our raw wood suppliers for compliance with\n\nour Sustainable Wood Sourcing Policy and Vendor & Supplier Code of Conduct.\n\nOur full Sustainable Wood Sourcing Policy is available at: https://investors.traeger.com/governance/governance-\n\ndocuments/default.aspx.\n\nRefurbish, Reuse, Recycle.\n\nAt Traeger, we recognize that the reduction of waste is a key aspect to enhancing the overall sustainability of our\n\noperations and value chain. That is why we take steps to reduce waste in our own operations where possible, by looking\n\nfor opportunities to reduce waste associated with the lifecycle of our products. Traeger intentionally designs products to\n\nmake servicing and repairs accessible to customers and dealers. For example, we design user-accessible service panels\n\nthat give users a way to access components that need repair or replacement.  Additionally, we provide service parts\n\nfor sale including instructions written for a general audience, and we provide physical and digital assets to address\n\ncustomers’ frequently asked questions, as well as assembly and repair instructions to contribute to our position on our\n\ncustomers’ “right to repair.”\n\nTRAEGER, INC.\n\n6\n\n2026 Proxy Statement\n\nOur Corporate Responsibility Journey\n\nThis also extends to replacement parts. We do not require customers to pay to ship a grill back for us to fix it or\n\nto use one of our certified service dealers. We ship parts to customers at no cost if the product is under warranty\n\n(https://www.traeger.com/service-warranty) and then make parts available for a time to purchase for repairs. We also\n\nmake an effort to get back high-value parts, such as Wi-Fi controllers and induction burners, to refurbish and redeploy\n\nfor warranty parts instead of relying solely on new products.\n\nHowever, we recognize that all good things, including our grills, must eventually come to an end. The majority of the grill\n\nproducts in our portfolio are manufactured from materials that can be recycled at end of life. For example, grill bodies\n\nconsist primarily of ferrous materials that are highly recyclable. Additionally, much of the packaging for our products is\n\nrecyclable as well. Traeger utilizes corrugated paperboard product packaging whenever possible, with some exceptions\n\nfor special use cases. New grill and accessory packaging designs utilize curbside recyclable materials, and we are\n\nworking on multiple initiatives to improve existing designs with the ultimate goal of eliminating single use/non-recyclable\n\npackaging materials from our portfolio.\n\nHQ Office Sustainability Initiatives\n\nTraeger opened its new headquarters in downtown Salt Lake City, Utah in 2023. By opting to adapt and reuse an existing\n\nbuilding as our new headquarters, we have not only conserved resources but also diverted waste from the landfill,\n\nembodying the principles of reduce, reuse, and recycle. The building incorporated insulation and roofing system strategies\n\nintended to reduce energy costs and enhance energy efficiency. Our facility is illuminated with 100% LED lighting, lasting\n\nup to 25 times longer than traditional options and featuring daylight harvesting technology for further energy savings.\n\nAdditionally, we utilized more eco-friendly materials such as recyclable PET plastic for acoustical wall treatments, and\n\ncarpets with post-industrial and post-consumer recycled content. We also utilized sustainable landscaping techniques,\n\nsuch as planted swales in the parking lot and drought-tolerant vegetation, which not only beautify the landscape but also\n\nhelp with water management.\n\nWe have also prioritized sustainability in our day-to-day operations. On-site amenities including bike storage and recycling\n\nstations help to improve our and our employees’ environmental footprint.\n\nTAKING CARE OF OUR PEOPLE\n\nAt Traeger, we’re a team of disruptors, innovators, problem solvers, and food fanatics who are dedicated to bringing\n\npeople together to create a more flavorful world. We believe our employees are the foundation of our success and we\n\nwork to provide them with a world-class experience through competitive compensation; comprehensive benefits and\n\nretirement plans; a flexible workplace policy; health and safety training programs; and job skills, compliance, and\n\nleadership trainings. In 2025, we were again named in Fortune's Best Workplaces in Retail™ for small and medium\n\nworkplaces, with 89% of our participating employees reporting Traeger as a great place to work. We are proud of this\n\nand continue to demonstrate our commitment to our employees in numerous ways, including:\n\na.Promoting equal employment opportunities in all our operations, which begins with the employee recruiting\n\nprocess and continues throughout our employees’ relationship with the Company.\n\nb.Providing eligible employees with Company subsidized medical, dental, vision, life, short-term and long-term\n\ndisability insurance plans, as well as providing employees with free Tava mental health therapy, and Unum work/\n\nlife balance services.\n\nc.Maintaining parental leave and unlimited PTO policies for eligible employees to help employees balance work,\n\nfamily, and life.\n\nTRAEGER, INC.\n\n7\n\n2026 Proxy Statement\n\nOur Corporate Responsibility Journey\n\nd.Monitoring employee engagement through regular surveys and providing feedback on subjects including\n\nsafety, communications, performance management, development opportunities, respect and recognition,\n\nand management support.\n\ne.Continuing to provide developmental opportunities to help our eligible employees build the skills necessary\n\nto reach their career goals, including on-the-job training, tuition reimbursement, online learning, professional\n\nmemberships, and leadership and management training.\n\nINCLUSION AND BELONGING\n\nAt Traeger, inclusion and belonging mean welcoming everyone to our table. We embrace and encourage our employees’\n\ndifferences in age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national\n\norigin, physical and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status, veteran\n\nstatus, and other characteristics that make our employees unique. Traeger’s initiatives, as well as our formal policies,\n\ncodify these values and our commitment to a culture where everyone can belong, regardless of background.\n\nMoreover, we facilitate ongoing dialogue and education through discussions, events for various heritage and history\n\nmonths, and microlearning opportunities throughout the year, intended to foster an inclusive environment where all voices\n\nare valued and respected. Our Board is regularly kept apprised of these engagement efforts, initiatives, and commitments.\n\nHUMAN RIGHTS\n\nAt Traeger, we are committed to protecting human rights and the integrity and dignity of all those involved in\n\nmanufacturing our products. Traeger is committed to implementing policies and practices informed by international human\n\nrights standards, such as the International Labour Organization’s (“ILO”) Declaration on Fundamental Principles and\n\nRights at Work. Traeger monitors its supply chain risks continuously to identify current global events and geopolitical\n\ndevelopments that could impact our risk exposure. Traeger manages these supply chain risks through its Responsible\n\nSourcing Program, discussed further below.\n\nModern Slavery & Forced Labor\n\nAt Traeger, we work to combat forced labor, human trafficking, modern slavery, and child labor across our operations and\n\nsupply chain. In 2026, we published an updated statement applicable to all Traeger and MEATER entities, which is\n\nintended to align with requirements under the UK Modern Slavery Act, the California Transparency in Supply Chains Act,\n\nand the Canadian Fighting Against Forced Labor and Child Labor in Supply Chains Act (S-211), to the extent applicable.\n\nIn line with our efforts, our updated statement addresses forced labor, human trafficking, and child labor matters relevant\n\nthroughout the supply chain, including our remediation framework. In support of our efforts, our Responsible Sourcing\n\nProgram includes pre-sourcing due diligence, ongoing supplier monitoring, and a risk-based audit program administered\n\nby independent third-party firms using the internationally-recognized AMFORI-BSCI and ETI-SEDEX standards, with\n\naudits which may be conducted on an announced, semi-announced, or unannounced basis. We require suppliers to\n\nimplement Corrective Action Plans for non-zero-tolerance issues identified during audits, with ongoing progress reviews\n\nand an emphasis on continual improvement, and suppliers unable to satisfactorily correct identified issues are expected\n\nto be phased out of our supply chain. Our Nominating and Corporate Governance Committee reviews and evaluates\n\nTraeger's policies and programs in line with our corporate responsibility strategy, including relating to human rights and\n\nhuman capital management as outlined in the statement.\n\nTRAEGER, INC.\n\n8\n\n2026 Proxy Statement\n\nOur Corporate Responsibility Journey\n\nRESPONSIBLE SOURCING\n\nPre-Sourcing Due Diligence:\n\nPrior to signing manufacturing services agreements with potential production partners, Traeger conducts due diligence\n\nthrough various reviews and third-party tools to assess whether suppliers:\n\na.Are included on any sanctions or watchlists;\n\nb.Have a history of safe working conditions that comply with local laws;\n\nc.Are the subject of any pending investigations related to forced labor, worker abuse, or otherwise; and\n\nd.Meet Traeger’s minimum standards of care related to responsible business practices and labor.\n\nVendor & Supplier Code of Conduct:\n\nTraeger communicates its compliance requirements to suppliers through its Vendor & Supplier Code of Conduct.\n\nTraeger requires all of its contract manufacturers to agree to adhere to this Vendor & Supplier Code of Conduct through\n\na formal written acknowledgement.  Our Vendor & Supplier Code of Conduct includes provisions on wage and benefits,\n\nworking hours, nondiscrimination, freedom of association, and health and safety, as well as prohibitions on harassment,\n\nabuse, and other impermissible labor practices such as forced labor, human trafficking, and child labor. Our Vendor &\n\nSupplier Code of Conduct also includes certain protections for migrant workers, including prohibiting the payment of\n\nrecruitment‑related fees and any requirement to hand over passports or other identification documents. We require our\n\ncontract manufacturers to communicate these Vendor & Supplier Code of Conduct requirements to their sub-suppliers. \n\nThe Vendor & Supplier Code of Conduct also includes a process for workers to report any violations or grievances directly\n\nto Traeger.\n\nAs discussed above, Traeger also maintains a sustainable wood sourcing policy, with additional considerations for our\n\nwood products supply chain.\n\nAuditing & Reporting Channels:\n\nAs part of Traeger’s Responsible Sourcing Program, the Company implements a risk-based audit program that considers\n\nthe factory’s risk profile to determine the need for an audit or alternative performance verification tool. We use a third-party\n\naudit management firm to assess supplier compliance and to conduct quality control checks on audits performed,\n\npromoting the independence and impartiality of the audit process. The annual on-site audits and inspections cover\n\nfactory management practices including recruitment fees, treatment of migrant workers, business relationships with labor\n\nbrokers, and factory staff training. Our supplier audits also assess environmental considerations, such as environmental\n\nmanagement programs, environmental permits and approvals, air emissions, wastewater, and hazardous and non-\n\nhazardous waste management, and social considerations, including health and safety, forced labor, human trafficking,\n\nand child labor. Depending on the audit grade of an individual supplier, the program is designed to re‑audit suppliers every\n\n1 or 2 years.\n\nTRAEGER, INC.\n\n9\n\n2026 Proxy Statement\n\nOur Corporate Responsibility Journey\n\nIn addition, Traeger requires all of its suppliers to maintain an anonymous grievance mechanism for workers to report\n\nviolations and/or concerns related to management practices.  As a secondary control in case factory management is\n\nunresponsive to worker reports, Traeger provides a whistleblower hotline for workers to report violations and/or concerns\n\ndirectly to Traeger via phone, email, or online. Workers employed directly by Traeger can report grievances through a\n\ndirect reporting channel managed by Traeger’s Legal department.\n\nTraeger is committed to protecting its supply chain workers and requires its suppliers to correct compliance issues\n\nidentified in audits, including those identified during pre-sourcing due diligence, with correction plans and timelines\n\ndependent on the relative severity of the issues in question.\n\nTraining Activities:\n\nKey internal departments are trained on Traeger’s obligations relating to the prevention of forced labor and human\n\ntrafficking. Internal trainings are performed in-person and virtually and include information on how to use Traeger’s\n\ngrievance channel to report issues related to labor abuse. Traeger conducts supplier trainings that cover our Vendor &\n\nSupplier Code of Conduct compliance expectations, including forced labor and human trafficking, freedom of\n\nassociation and anti-bribery. These trainings are performed both in-person and virtually and focus on high-risk regions\n\nand challenges.\n\nWORKPLACE & PRODUCT SAFETY\n\nAt Traeger, we have a long-standing commitment to the safety and health of those working in our facilities. Our goal is to\n\nattain a sustainable, zero-harm culture supported by leadership and owned by an engaged and highly skilled workforce,\n\nempowered with the capabilities and resources needed to assess, reduce, and eliminate workplace risks and hazards.\n\nTraeger has an Employee Health and Safety (“EHS”) program to assist the company in identifying and managing critical\n\nsafety risks. We use global safety management systems and employee health and safety trainings to ensure consistent\n\nimplementation of safety protocols and accurate measurement and tracking of incidents in accordance with OSHA\n\nstandards. Day-to-day management of our EHS program is handled at the site level, with annual audits by Traeger’s\n\nDirector of Manufacturing. All employees and contractors have stop work authority, i.e. the authority to cease plant\n\noperations when any unsafe condition or behavior is identified so that the potentially unsafe issue can be reviewed and,\n\nif necessary, addressed. Traeger's total recordable incident rate (“TRIR”) was 3.27 in 2025 and 1.8 in 2024. To further\n\npromote a safe and secure working environment for our employees, we prohibit workplace discrimination, and we do not\n\ntolerate abusive conduct or harassment.\n\nThe safety of our products is foundational to our customers having a rewarding experience. Grills sold in the United States\n\nand internationally are certified according to various standards, depending on the specific product’s capabilities. For\n\nexample, grills sold with telecommunications abilities are tested against pertinent regulatory standards for the markets\n\nthey are being sold into. As part of certain certifications, recurring audits are also performed to confirm that factories are\n\nconstructing the grills to the reported specifications and that product testing is occurring as required.\n\nTRAEGER, INC.\n\n10\n\n2026 Proxy Statement\n\nOur Corporate Responsibility Journey\n\nGIVING BACK TO THE COMMUNITY\n\n“Fired Up Service” is a program that exists to give our employees an opportunity to get involved in helping and assisting\n\nthe community, providing employees and the community valuable life experiences, and opportunities to share the Traeger\n\nSpirit with those who need it most. Our goal is to bring a spirit of unity to our employees and the communities we live in\n\nthrough firing up service. We have partnered with Roots Charter High School, Catholic Community Services, and various\n\nnon-profits in our community. Our partnerships are aligned with the four pillars of Fired Up Service, Community Inclusivity,\n\nFood & Sustainability, and the Outdoors. We work with these partners on a variety of cadences so we can support their\n\nneeds and also give our employees variety in their volunteer work.\n\nFor Roots Charter High School, we do quarterly initiatives to work directly with the students. The events vary, including\n\nprograms such as job fairs, holiday break bags, event fundraising, and job shadowing. We also work with Catholic\n\nCommunity Services regularly to serve hot meals to community members experiencing hunger and residents of Salt Lake\n\nCounty homeless resource centers.\n\nDATA PRIVACY & SECURITY\n\nAt Traeger, we are committed to safeguarding the privacy of customer-related information, including data collected by our\n\nconnected grill products. Our websites and applications utilize various information security measures such as internet\n\nfirewalls, an intrusion detection system, encrypted data transmission, and operating procedures intended to protect\n\ncustomer personal information.\n\nTraeger has developed and implemented a cybersecurity risk management program intended to protect the confidentiality,\n\nintegrity, and availability of our critical systems and information. Our cybersecurity risk management program includes:\n\n•risk assessments designed to help identify material cybersecurity risks to our critical systems, information,\n\nproducts, services, and our broader enterprise IT environment;\n\n•a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our\n\nsecurity controls, and (3) our response to cybersecurity incidents;\n\n•the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our\n\nsecurity controls;\n\n•cybersecurity awareness training of our employees, incident response personnel, and senior management;\n\n•a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and\n\n•a third-party risk management process for service providers, suppliers, and vendors.\n\nTraeger had no material cybersecurity incidents, including ransomware incidents, reported in 2025, and we will continue in\n\nour efforts to monitor potential threats.\n\nTRAEGER, INC.\n\n11\n\n2026 Proxy Statement\n\nOur Corporate Responsibility Journey\n\nPRODUCT MARKETING\n\nTraeger is committed to the responsible marketing of our products. We have robust processes in place to review\n\nmarketing communications and work to follow the guidelines set by the United States Federal Trade Commission, as well\n\nas marketing communications principles issued by local self-regulatory organizations such as the National Advertisers\n\nAssociation and the Better Business Bureau.\n\nLOOKING AHEAD\n\nIn addition to the ongoing work associated with the matters discussed above, Traeger will continue to assess and\n\nimplement corporate responsibility initiatives as appropriate opportunities are identified. Thank you for your support and\n\ninterest in our corporate responsibility initiatives.\n\nTRAEGER, INC.\n\n12\n\n2026 Proxy Statement\n\nPROPOSAL 1\n\nELECTION OF DIRECTORS \n\nAt the Annual Meeting, two (2) Class II directors are to be elected to hold office until the Annual Meeting of Stockholders\n\nto be held in 2029 and until each such director’s respective successor is elected and qualified or until each such director’s\n\nearlier death, resignation, or removal.\n\nWe currently have eight (8) directors on our Board. Our current Class II directors are Martin Eltrich and\n\nSteven Richman. The Board has nominated each of the foregoing director candidates to serve as a Class II\n\ndirector until the 2029 Annual Meeting.\n\nIn accordance with our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and our\n\nAmended and Restated Bylaws (“Bylaws”), our Board is divided into three classes with staggered three-year terms. At\n\neach annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve\n\nfrom the time of election and qualification until the third annual meeting following their election. The current class structure\n\nis as follows: Class I, whose term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose current term will\n\nexpire at the Annual Meeting, and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 Annual\n\nMeeting of Stockholders; and Class III, whose term will expire at the 2027 Annual Meeting of Stockholders. The current\n\nClass I directors are Jeremy Andrus, Wendy A. Beck, and Daniel James; the current Class II directors are Martin Eltrich\n\nand Steven Richman; and the current Class III directors are Raul Alvarez, James Ho, and Elizabeth C. Lempres. On April\n\n27, 2026, Mr. Alvarez announced his intention to retire as a Class III member of the Board of Directors, effective as of the\n\nAnnual Meeting. The Board thanks him for his service and contributions.\n\nOur Certificate of Incorporation and our Bylaws provide that, subject to the rights of holders of any series of preferred\n\nstock, the authorized number of directors may be changed from time to time by the Board. Any additional directorships\n\nresulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as\n\npossible, each class will consist of one-third of the directors. Directors may be removed at any time with or without cause\n\nupon the affirmative vote of the holders of capital stock representing a majority of the voting power of our outstanding\n\nshares of capital stock entitled to vote thereon. However, from and after the time when AEA Investors Fund VI LP, AEA\n\nTGP Holdco LP, and any respective affiliates (collectively, the “AEA Fund”), 2594868 Ontario Limited and any affiliates\n\n(“OTPP”), and TCP Traeger Holdings SPV LLC and any affiliates (collectively, “TCP” and, together with the AEA Fund and\n\nOTPP, the “Investors”), first cease to beneficially own, in the aggregate, a majority of the voting power of our outstanding\n\nshares of capital stock entitled to vote generally in the election of directors (the “Sunset Date”), directors may only be\n\nremoved for cause and only upon the affirmative vote of a majority of the holders of capital stock representing the voting\n\npower of our outstanding shares of capital stock entitled to vote thereon.\n\nIf you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of\n\nCommon Stock represented thereby for the election as directors of the persons whose names and biographies appear\n\nbelow. In the event that either of Messrs. Eltrich or Richman becomes unable to serve, or for good cause will not serve, as\n\na director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to\n\nreduce its size. The Board has no reason to believe that either of the director nominees will be unable to serve if elected.\n\nEach of the director nominees has consented to being named in this proxy statement and to serve if elected.\n\nTRAEGER, INC.\n\n13\n\n2026 Proxy Statement\n\nProposal 1\n\nVOTE REQUIRED\n\nThe proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the\n\ntwo (2) nominees receiving the highest number of affirmative “FOR” votes will be elected as directors.\n\nVotes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the\n\noutcome of the vote on this proposal.\n\nThe table below sets forth information with respect to our directors as of the filing of this proxy statement. On April 27,\n\n2026, Mr. Alvarez announced his intention to retire as a Class III member of the Board of Directors, effective as of the\n\nAnnual Meeting.\n\nName\n\nAge\n\nDirector Class\n\nJeremy Andrus\n\n54\n\nClass I Director - Term Expiring at the 2028 Annual Meeting\n\nWendy A. Beck\n\n61\n\nClass I Director - Term Expiring at the 2028 Annual Meeting\n\nDaniel James\n\n61\n\nClass I Director - Term Expiring at the 2028 Annual Meeting\n\nMartin Eltrich\n\n53\n\nClass II Director - Subsequent Term Expiring at the 2029 Annual Meeting, If Elected at\n\nAnnual Meeting\n\nSteven Richman\n\n66\n\nClass II Director - Subsequent Term Expiring at the 2029 Annual Meeting, If Elected at\n\nAnnual Meeting\n\nRaul Alvarez\n\n70\n\nClass III Director - Term Expiring at the 2027 Annual Meeting\n\nJames Ho\n\n48\n\nClass III Director - Term Expiring at the 2027 Annual Meeting\n\nElizabeth C. Lempres\n\n65\n\nClass III Director - Term Expiring at the 2027 Annual Meeting\n\nTRAEGER, INC.\n\n14\n\n2026 Proxy Statement\n\nProposal 1\n\nDIRECTOR BIOGRAPHIES\n\nThe following is a brief biographical summary of the experience of our directors and director nominees:\n\nNominees for Class II Directors (if elected, subsequent terms to expire at the 2029 Annual Meeting)\n\nAGE: 53\n\nDIRECTOR SINCE: 2017\n\nMARTIN ELTRICH\n\nPARTNER AT AEA INVESTORS\n\nMartin Eltrich has served as a member of our Board since September 2017. Mr. Eltrich is\n\na Partner with AEA Investors, which he joined in June 2001, and leads its consumer/retail\n\ninvestment practice. Mr. Eltrich served on the board of directors of At Home Group Inc.\n\nfrom October 2011 to October 2020. He currently serves on the board of directors of\n\nseveral private companies, including Jack’s Family Restaurants, Chemical Guys,\n\nAmeriVet, and ThreeSixty. Mr. Eltrich received a B.S. in Economics from the University\n\nof Pennsylvania.\n\nWe believe Mr. Eltrich is qualified to serve on our Board because of his extensive\n\nknowledge and understanding of our business, corporate finance, strategic\n\nplanning, and investments.\n\nAGE: 66\n\nDIRECTOR SINCE: 2022\n\nSTEVEN RICHMAN\n\nCEO OF TECHTRONIC INDUSTRIES\n\nSteven Richman has served as a member of our Board since October 2022.\n\nMr. Richman has served as Chief Executive Officer of Techtronic Industries (TTI),\n\na global manufacturer of power tools and equipment, since May 2024 and previously\n\nserved as Group President of The Milwaukee Electric Tool Corporation, a manufacturer\n\nof power tools and subsidiary of TTI, from 2007 to May 2024. Previously, Mr. Richman\n\nserved as Chief Executive Officer of Werner Co. from 2005 to 2007, and as President\n\nof SKIL and Bosch Power Tools Corporation from 1998 to 2004. Mr. Richman received\n\na B.A. from the University of California, Los Angeles.\n\nWe believe Mr. Richman is qualified to serve on our Board due to his experience as\n\na chief executive officer and other leadership positions in the consumer products\n\nand manufacturing industry.\n\nThe Board recommends a vote “FOR” the election of Mr. Eltrich and Mr. Richman as Class II directors.\n\nTRAEGER, INC.\n\n15\n\n2026 Proxy Statement\n\nProposal 1\n\nCONTINUING MEMBERS OF THE BOARD OF DIRECTORS\n\nClass I Directors (terms to expire at the 2028 Annual Meeting)\n\nAGE: 54\n\nDIRECTOR SINCE: 2014\n\nJEREMY ANDRUS\n\nCHIEF EXECUTIVE OFFICER\n\nJeremy Andrus has served as our Chief Executive Officer and a member of our Board\n\nsince January 2014 and as the Chairman of our Board since July 2021. Prior to joining\n\nus, Mr. Andrus served as the President and Chief Executive Officer of Skullcandy, Inc.\n\nMr. Andrus received a B.S. in International Relations from Brigham Young University and\n\nan M.B.A. from Harvard Business School.\n\nWe believe Mr. Andrus is qualified to serve on our Board because of his\n\nperspective and experience as our Chief Executive Officer and his extensive\n\nexperience in corporate strategy, brand leadership, general management\n\nprocesses, and operational leadership.\n\nTRAEGER, INC.\n\n16\n\n2026 Proxy Statement\n\nProposal 1\n\nAGE: 61\n\nDIRECTOR SINCE: 2021\n\nWENDY A. BECK\n\nFORMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER FOR\n\nNORWEGIAN CRUISE LINE HOLDINGS, INC.\n\nWendy A. Beck has served as a member of our Board since July 2021. Ms. Beck most\n\nrecently served as Executive Vice President and Chief Financial Officer for Norwegian\n\nCruise Line Holdings, Inc., from 2010 until 2018. Prior to that, Ms. Beck served as\n\nExecutive Vice President and Chief Financial Officer of Domino’s Pizza Inc. from 2008 to\n\n2010, as Senior Vice President, Chief Financial Officer and Treasurer of Whataburger\n\nRestaurants, LP from 2004 through 2008 and as their Vice President and Chief\n\nAccounting Officer from 2001 through 2004, and as Vice President, Chief Financial\n\nOfficer and Treasurer of Checkers Drive-In Restaurants, Inc. from 2000 through 2001\n\nand previously served in other financial positions since 1993. Ms. Beck joined the board\n\nof directors of Academy Sports and Outdoors, Inc. in December 2020 and serves on the\n\naudit committee and as chair of the nominating and corporate governance committee.\n\nShe also previously served on the board of directors and the audit committee of Hawaiian\n\nHoldings Inc. from July 2022 to September 2024, on the board of directors and\n\ncompensation committee of Bloomin’ Brands, Inc. from February 2018 until April 2022,\n\non the board of directors and chaired the audit committee of At Home Group Inc. from\n\nSeptember 2014 to July 2021, and on the board of directors and audit committee of\n\nSpartanNash Company from September 2010 to December 2013. Ms. Beck received her\n\nB.S. in Accounting from the University of South Florida and has been a Certified Public\n\nAccountant since 1992.\n\nWe believe Ms. Beck is qualified to serve on our Board because of her executive\n\nleadership and her extensive financial and public company executive and\n\nboard experience.\n\nAGE: 61\n\nDIRECTOR SINCE: 2014\n\nDANIEL JAMES\n\nMANAGING PARTNER AND CEO OF TRILANTIC NORTH AMERICA\n\nDaniel James has served as a member of our Board since 2014. Mr. James is a\n\nManaging Partner and CEO of Trilantic North America, which he co-founded in 2009.\n\nCurrently, Mr. James serves on the board of directors of several private companies,\n\nincluding Ortholite and Sunrise Strategic Partners. Mr. James received a B.A. in\n\nChemistry from the College of the Holy Cross.\n\nWe believe Mr. James is qualified to serve on our Board because of his knowledge\n\nof our business and his extensive experience in corporate finance and investing.\n\nTRAEGER, INC.\n\n17\n\n2026 Proxy Statement\n\nProposal 1\n\nClass III Directors (terms to expire at the 2027 Annual Meeting)\n\nAGE: 70\n\nDIRECTOR SINCE: 2018\n\nRAUL ALVAREZ\n\nOPERATING PARTNER OF ADVENT INTERNATIONAL CORPORATION\n\nRaul Alvarez has served as a member of our Board since May 2018 and as our lead\n\nindependent director since July 2021. Mr. Alvarez is an Operating Partner of Advent\n\nInternational Corporation, a global private equity firm, a position he has held since\n\nJuly 2017. Mr. Alvarez has served on the board of directors of Eli Lilly and Company\n\nsince 2009 and of Lowe’s Companies, Inc. since 2010, and he has served as the\n\nChairman of First Watch Restaurant Group, Inc. since August 2017. Mr. Alvarez also\n\nserves on the board of directors of several private companies. Mr. Alvarez previously\n\nserved on the board of directors of Dunkin’ Brands Group, Inc., McDonald’s Corporation,\n\nKeyCorp, Skylark Co., Ltd, and Realogy Holdings Corp. Mr. Alvarez received a B.B.A.\n\nin Accounting from the University of Miami. On April 27, 2026, Mr. Alvarez announced his\n\nintention to retire as a Class III member of the Board of Directors, effective as of the\n\nAnnual Meeting.\n\nWe believe Mr. Alvarez is qualified to serve on our Board because of his\n\nextensive leadership experience, strong business acumen and public company\n\nboard experience.\n\nAGE: 48\n\nDIRECTOR SINCE: 2017\n\nJAMES HO\n\nPARTNER AT AEA INVESTORS\n\nJames Ho has served as a member of our Board since September 2017. Mr. Ho is\n\na Partner at AEA Investors, which he joined in August 2001, and focuses on AEA’s\n\ninvestments in the consumer and services sectors. Currently, Mr. Ho serves on\n\nthe board of directors of several private companies, including Chemical Guys,\n\nThreeSixty, and TileBar. Mr. Ho received a B.A. in Economics and an MMSS from\n\nNorthwestern University.\n\nWe believe Mr. Ho is qualified to serve on our Board because of his extensive\n\nknowledge and understanding of our business, consumer businesses, corporate\n\nstrategy, corporate finance, and governance.\n\nTRAEGER, INC.\n\n18\n\n2026 Proxy Statement\n\nProposal 1\n\nAGE: 65\n\nDIRECTOR SINCE: 2021\n\nELIZABETH C. LEMPRES\n\nFORMER SENIOR PARTNER AT MCKINSEY & COMPANY\n\nElizabeth C. Lempres has served as a member of our Board since July 2021.\n\nMost recently, Ms. Lempres served as Senior Partner at McKinsey & Company, a\n\nmanagement consulting firm, until her retirement in August 2017. Ms. Lempres has\n\nserved on the board of directors of General Mills, Inc. since June 2019, Great-West\n\nLifeco. Inc. since May 2018 until April 2022 and Axalta Coating Systems Ltd. from\n\nApril 2017 until September 2022. Ms. Lempres also serves on the board of directors\n\nof several private companies. Ms. Lempres received an A.B. from Dartmouth College,\n\na B.S. from Dartmouth College Thayer School of Engineering, and an M.B.A. from\n\nHarvard Business School.\n\nWe believe Ms. Lempres is qualified to serve on our Board because of her\n\nextensive leadership experience, strong business acumen and public company\n\nboard experience.\n\nTRAEGER, INC.\n\n19\n\n2026 Proxy Statement\n\nProposal 1\n\nDIRECTOR SNAPSHOT\n\nCommittees\n\nName\n\nAge\n\nDirector\n\nSince\n\nPosition\n\nAudit\n\nCompensation\n\nNominating and\n\nCorporate Governance\n\nClass I Directors (terms to expire at the 2028 Annual Meeting)\n\nJeremy Andrus\n\n54\n\n2014\n\nCEO and Chairman\n\nof the Board\n\nWendy A. Beck\n\n61\n\n2021\n\nDirector\n\nChairperson\n\nX\n\nDaniel James\n\n61\n\n2014\n\nDirector\n\nClass II Directors (terms to expire at the Annual Meeting)\n\nMartin Eltrich\n\n53\n\n2017\n\nDirector\n\nSteven Richman\n\n66\n\n2022\n\nDirector\n\nX\n\nClass III Directors (terms to expire at the 2027 Annual Meeting)\n\nRaul Alvarez\n\n70\n\n2018\n\nDirector\n\nX\n\nChairperson\n\nJames Ho\n\n48\n\n2017\n\nDirector\n\nX\n\nElizabeth C. Lempres\n\n65\n\n2021\n\nDirector\n\nX\n\nChairperson\n\nTRAEGER, INC.\n\n20\n\n2026 Proxy Statement\n\nProposal 1\n\nBOARD SKILLS MATRIX\n\nWe believe our Board membership reflects the appropriate mix of experience, qualifications, and skills in order to ensure\n\nthat the Board as a whole has the necessary tools to successfully guide and oversee the Company’s long-term strategy\n\nand priorities. The skills matrix below identifies our directors’ prominent experiences, qualifications, and skills by name.\n\nEach director brings his or her own unique background and range of expertise, knowledge, and experience, which we\n\nbelieve supports our Board in effectively fulfilling its oversight responsibilities. By its nature, the information contained in\n\nthis skills matrix is not intended to be exhaustive. While we consider varied and independent experience to be a strength\n\nof the Board, we consider the following experience, qualifications, and skills to be particularly valuable in supporting the\n\nCompany’s strategies and fulfilling the Board’s responsibilities:\n\n•Executive Management: experience as a CEO or other senior executive of an organization. This experience is\n\nimportant to give insight into our strategic leadership, and the appointment, oversight, and assessment of\n\nleadership.\n\n•Public Company Board: experience as a public company board member, CEO, or other executive position with\n\nsignificant interaction with a public company’s board of directors. This experience is important to give insight into\n\nour strategic leadership, and the appointment, oversight, and assessment of leadership.\n\n•Finance/Accounting: experience with financial reporting and the preparation and review of financial statements\n\nand financial reports, internal controls, or public accounting. This is important to us because it assists our\n\ndirectors in understanding our financial statements, capital structure and budget, overseeing and evaluating\n\nstrategic actions, performance, financial reporting and disclosures, and internal controls.\n\n•Strategic Transactions: experience in driving the strategic direction and growth of an enterprise, including\n\nthrough partnerships and collaborations, financing transactions, acquisitions, and other strategic transactions.\n\nThis provides our directors with the ability to effectively consider and evaluate key strategic decisions and long-\n\nterm strategies.\n\n•Industry: experience in our industry and in retail and consumer-facing businesses. This is relevant to providing\n\nvision and direction for our sales strategies and distribution channels and in assessing trends and external forces\n\nthat impact our business.\n\n•Customer/Market Insights: experience with customer creation, brand innovation, and go-to-market strategy and\n\nexecution. This is relevant as we seek to develop and strengthen our brand, premium position, and customer\n\nexperience, and to respond to a rapidly changing consumer environment.\n\n•Logistics & Supply Chain: experience in managing businesses or companies with significant or complex\n\nmanufacturing and/or supply chain operations. This is relevant to assessing and maintaining effective and\n\nefficient production and logistics operations.\n\n•Risk Management: experience providing enterprise risk oversight, including in identifying, assessing, and\n\nmonitoring business risks and in developing risk monitoring and mitigation strategies for financial, operational,\n\ncompliance, reputational, and other purposes. This is important to effective oversight of our risk management\n\nand compliance functions.\n\n•Human Capital, Environment, and Climate: experience in overseeing and managing corporate responsibility\n\npractices and initiatives and skills and knowledge in climate-related strategic planning, risk mitigation, and\n\nmanagement. This is important to our culture and in ensuring effective oversight of our people, teams, and talent\n\ndevelopment efforts.\n\nTRAEGER, INC.\n\n21\n\n2026 Proxy Statement\n\nProposal 1\n\nSkill/Experience\n\nJeremy\n\nAndrus\n\nRaul\n\nAlvarez\n\nWendy A.\n\nBeck\n\nMartin\n\nEltrich\n\nJames\n\nHo\n\nDaniel\n\nJames\n\nElizabeth C.\n\nLempres\n\nSteven\n\nRichman\n\nExecutive Management\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nPublic Company Board\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nFinance/Accounting\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nStrategic Transactions\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nIndustry\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nCustomer/Market Insights\n\nl\n\nl\n\nl\n\nl\n\nl\n\nLogistics & Supply Chain\n\nl\n\nl\n\nl\n\nl\n\nRisk Management\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nHuman Capital,\n\nEnvironmental, & Climate\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nl\n\nTRAEGER, INC.\n\n22\n\n2026 Proxy Statement\n\nEXECUTIVE OFFICERS\n\nThe following table identifies our current executive officers.\n\nName\n\nAge\n\nPosition\n\nJeremy Andrus(1)\n\n54\n\nChief Executive Officer and Chairman of the Board\n\nMichael J. Hord(2)\n\n46\n\nChief Financial Officer\n\nCole VandenAkker(3)\n\n43\n\nChief Sales Officer\n\n1.See biography on page [14](#iec462d4d6f5e4330a61b3375b37fde96_85) of this proxy statement.\n\n2.Michael Hord has served as our Chief Financial Officer since May 2025. Mr. Hord previously served as Senior Vice President of Finance and Strategy\n\nat the Company since April 2023, and, prior to that, as Vice President of Finance and Strategy from September 2021 until March 2023. Prior to that, Mr.\n\nHord served in various leadership roles at Nike, including Senior Director of Global Business Planning from April 2020 to September 2021, CFO of Nike\n\nSouthern Cone, and CFO of Nike Brazil. Mr. Hord received a B.A. in Accounting and Finance from the University of Portland and has completed an\n\nExecutive Leadership program at Stanford University’s Graduate School of Business.\n\n3.Cole VandenAkker has served as Chief Sales Officer since September 2022. Prior to serving in this role, Cole served as Vice President of National\n\nSales from June 2018 to January 2021 and as Executive Vice President of Global Sales from January 2021 to September 2022, joining the Company\n\nin 2014. Cole received his B.A. in Economics from the University of Utah and his M.B.A. from Harvard Business School.\n\nTRAEGER, INC.\n\n23\n\n2026 Proxy Statement\n\nCORPORATE GOVERNANCE\n\nGENERAL\n\nOur Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and charters for\n\nour Nominating and Corporate Governance Committee, Audit Committee of the Board (the “Audit Committee”) and\n\nCompensation Committee of the Board (the “Compensation Committee”) to assist the Board in the exercise of its\n\nresponsibilities and to serve as a framework for the effective governance of the Company. You can access our current\n\ncommittee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics in the\n\n“Governance” section of the “Investors Relations” page of our website located at investors.traeger.com, or by writing\n\nto our Secretary at our offices, 533 South 400 West, Salt Lake City, Utah 84101.\n\nBOARD COMPOSITION\n\nOur Board currently consists of eight members: Jeremy Andrus, Raul Alvarez, Wendy A. Beck, Martin Eltrich, Daniel\n\nJames, James Ho, Elizabeth C. Lempres, and Steven Richman. James Manges and Harjit Shoan each resigned from our\n\nBoard, effective December 31, 2025 and January 27, 2026, respectively. On April 27, 2026, Mr. Alvarez announced his\n\nintention to retire as a Class III member of the Board, effective as of the Annual Meeting. Our Certificate of Incorporation\n\nand our Bylaws provide that the authorized number of directors may be changed only by resolution of the Board. Any\n\nadditional directorships resulting from an increase in the number of directors will be distributed among the three classes\n\nso that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three\n\nclasses with staggered three-year terms may delay or prevent a change of our management or a change in control of our\n\nCompany. Prior to the Sunset Date, directors may be removed with or without cause by the affirmative vote of the holders\n\nof capital stock representing a majority of the voting power of our outstanding shares of Common Stock. After the Sunset\n\nDate, directors may only be removed for cause and only upon the affirmative vote of a majority of the holders of capital\n\nstock representing the voting power of our outstanding shares of Common Stock.\n\nSTOCKHOLDERS AGREEMENTS\n\nIn connection with our IPO, we entered into (i) the Stockholders Agreement, dated as of July 28, 2021 and as amended on\n\nApril 30, 2024 (the “Stockholders Agreement”), with AEA Fund, OTPP and TCP, and (ii) the Management Stockholders\n\nAgreement, dated as of July 28, 2021 (the “Management Stockholders Agreement”) with Jeremy Andrus, our Chief\n\nExecutive Officer and Chairman of the Board.  The Stockholders Agreement grants the AEA Fund, OTPP and TCP the\n\nright, but not the obligation, to designate a number of individuals for election to our Board at any meeting of our\n\nstockholders (or consent in lieu of a meeting) at which directors are to be elected. Pursuant to the Stockholders\n\nAgreement, we are required to, among other things, nominate a number of individuals for election as our directors at any\n\nmeeting of our stockholders (or consent in lieu of a meeting) at which directors are to be elected, designated by the AEA\n\nFund (each such individual an “AEA Designee”), OTPP (each such individual an “OTPP Designee”) and TCP (each such\n\nindividual a “TCP Designee”), such that, upon the election of such individual and each other individual designated by or at\n\nthe direction of our Board or a duly authorized committee of the board, as a director of our company, the number of:\n\n•AEA Designees serving as directors will be equal to (i) three (3) directors, if certain affiliates of the AEA Fund\n\ncontinue to beneficially own at least 20% of the aggregate number of shares of Common Stock outstanding\n\nimmediately following our IPO, (ii) two (2) directors, if certain affiliates of the AEA Fund continue to beneficially\n\nown less than 20% but at least 10% of the aggregate number of shares of Common Stock outstanding\n\nimmediately following our IPO, or (iii) one (1) director, if certain affiliates of the AEA Fund continue to beneficially\n\nown less than 10% but at least 5% of the aggregate number of shares of Common Stock outstanding\n\nimmediately following our IPO;\n\nTRAEGER, INC.\n\n24\n\n2026 Proxy Statement\n\nCorporate Governance\n\n•OTPP Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of OTPP continue to\n\nbeneficially own at least 10% of the aggregate number of shares of Common Stock outstanding immediately\n\nfollowing our IPO, or (ii) one (1) director, if certain affiliates of OTPP continue to beneficially own less than 10%\n\nbut at least 5% of the aggregate number of shares of Common Stock outstanding immediately following our IPO;\n\nand\n\n•TCP Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of TCP continue to\n\nbeneficially own at least 10% of the aggregate number of shares of Common Stock outstanding immediately\n\nfollowing our IPO, or (ii) one (1) director, if certain affiliates of TCP continue to beneficially own less than 10% but\n\nat least 5% of the aggregate number of shares of Common Stock outstanding immediately following our IPO.\n\nEach of the AEA Fund, OTPP and TCP agrees to vote, or cause to vote, all of their outstanding shares of our Common\n\nStock (whether at a meeting or by consent), so as to cause the election of the AEA Designees, OTPP Designees and TCP\n\nDesignees, in each case to the extent that each or any of the AEA Fund, OTPP and TCP have exercised their right to\n\ndesignate individuals for election to our Board. \n\nIf the number of individuals that any of the AEA Fund, OTPP or TCP has the right to designate is decreased because of\n\nthe decrease in its ownership, then any corresponding AEA Designees, OTPP Designees and TCP Designees will\n\nimmediately tender his or her resignation for consideration by our Board and, if such resignation is requested by our\n\nBoard, such director shall resign within thirty (30) days of the date on which the relevant stockholder’s right to designate\n\nindividuals for election as our directors was decreased pursuant to the terms of the Stockholders Agreement.\n\nNotwithstanding the foregoing, a director may resign at any time regardless of the period of time left in his or her then\n\ncurrent term.\n\nThe Management Stockholders Agreement requires us to, among other things, nominate Jeremy Andrus, our Chief\n\nExecutive Officer and Chairman of the Board, for election as a director at any applicable meeting of our stockholders (or\n\nconsent in lieu of a meeting), for so long as Mr. Andrus serves in his capacity as our Chief Executive Officer or, if Mr.\n\nAndrus is no longer serving as our Chief Executive Officer, until the earlier of (i) the termination of Mr. Andrus’s\n\nemployment by us or any of our subsidiaries for cause, and (ii) the date on which Mr. Andrus ceases to beneficially own\n\ngreater than 2% of the shares of Common Stock then outstanding. Each of the termination and dates referred to in\n\nclauses (i) and (ii) of the immediately preceding sentence is referred to as a “Trigger Event.”\n\nIn addition, pursuant to the Management Stockholders Agreement, for so long as a Trigger Event has not occurred, upon\n\neach of the first, second and third consecutive vacancies on our Board resulting from a decrease in the number of AEA\n\nDesignees, OTPP Designees or TCP Designees pursuant to the terms of the Stockholders Agreement, Mr. Andrus will\n\nhave the right to designate the initial replacement director, and we will be required to nominate each such individual for\n\nelection as our director at the immediately succeeding applicable meeting of our stockholders (or consent in lieu of a\n\nmeeting). In the event that Mr. Andrus is no longer serving as our Chief Executive Officer and for so long as a Trigger\n\nEvent has not occurred, (i) any director designated by Mr. Andrus in accordance with the foregoing sentence shall satisfy\n\nthe standards of independence established for independent directors and the additional independence standards\n\napplicable to audit committee members established pursuant to Rule 10A-3 under the Securities Exchange Act of 1934,\n\nas amended (the “Exchange Act”) and shall not be an affiliate of Mr. Andrus, and (ii) we will appoint Mr. Andrus as our\n\nExecutive Chairman if he still serves on our Board.\n\nTRAEGER, INC.\n\n25\n\n2026 Proxy Statement\n\nCorporate Governance\n\nCONTROLLED COMPANY EXEMPTION\n\nThe Investors collectively beneficially own more than 50% of the combined voting power for the election of our directors.\n\nAs a result, we are a “controlled company” within the meaning of the corporate governance standards of the New York\n\nStock Exchange (the “NYSE”) and may elect not to comply with certain corporate governance standards, including the\n\nfollowing requirements:\n\n•that a majority of our Board consist of directors who qualify as “independent” as defined under the rules of\n\nthe NYSE;\n\n•that we have a nominating and corporate governance committee and, if we have such a committee, that it is\n\ncomposed entirely of independent directors; and\n\n•that we have a compensation committee and, if we have such a committee, that it is composed entirely of\n\nindependent directors.\n\nWe may elect to utilize one or more of these exemptions for so long as we remain a “controlled company.”\n\nNotwithstanding the availability of these exemptions, our Board currently consists of a majority of directors who qualify\n\nas “independent” under the rules of the NYSE. Additionally, as described below, we maintain both a nominating and\n\ncorporate governance committee and a compensation committee that consist entirely of independent directors.\n\nDIRECTOR INDEPENDENCE\n\nOur Board has determined that each of Raul Alvarez, Wendy A. Beck, Martin Eltrich, James Ho, Daniel James, Elizabeth\n\nC. Lempres, and Steven Richman qualifies as “independent” in accordance with the listing requirements of the NYSE\n\n(the “NYSE Rules”), representing seven of our eight directors. Jeremy Andrus is not an independent director due to his\n\nemployment as our Chief Executive Officer. While James Manges and Harjit Shoan served on our Board, the Board\n\ndetermined that each was independent under the NYSE Rules. In making these determinations, our Board reviewed and\n\ndiscussed information provided by the directors and us with regard to each director’s business and personal activities and\n\nrelationships as they may relate to us and our management. There are no family relationships among any of our directors\n\nor executive officers.\n\nEXECUTIVE SESSIONS\n\nOur non-management directors meet in executive session without management directors or other members of\n\nmanagement present on a regularly scheduled basis. We also hold an executive session including only independent\n\ndirectors at least once per year. Each executive session of the non-management directors or the independent directors\n\nis presided over by the Lead Director.\n\nDIRECTOR CANDIDATES\n\nThe Nominating and Corporate Governance Committee is primarily responsible for searching for qualified director\n\ncandidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating\n\nand Corporate Governance Committee may solicit current directors and executives of the Company for the names of\n\npotentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of\n\npotentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside\n\nadvisors or retain search firms to assist in the search for qualified candidates or consider director candidates\n\nrecommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance\n\nCommittee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and\n\npotential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and\n\nCorporate Governance Committee for candidates for election as a director.\n\nTRAEGER, INC.\n\n26\n\n2026 Proxy Statement\n\nCorporate Governance\n\nIn evaluating the suitability of individual candidates (both new candidates and current Board members), the Nominating\n\nand Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the\n\ncase of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional\n\nintegrity, strong ethics, and values; experience in corporate management, such as serving as an officer or former officer of\n\na publicly held company; experience as a board member of another publicly held company; professional and academic\n\nexperience relevant to the Company’s industry; leadership skills; experience in finance and accounting and/or executive\n\ncompensation practices; and whether the candidate has the time required for preparation, participation, and attendance at\n\nBoard meetings and committee meetings, if applicable. The Board evaluates each individual in the context of the Board as\n\na whole, with the objective of assembling a group that can best perpetuate the success of the Company’s business. In\n\naddition, the Board will consider whether there are potential conflicts of interest with the candidate’s other personal and\n\nprofessional pursuits.\n\nStockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration\n\nas potential director candidates by submitting the names of the recommended individuals, together with appropriate\n\nbiographical information and background materials, to the Nominating and Corporate Governance Committee, c/o\n\nSecretary, 533 South 400 West, Salt Lake City, Utah 84101. In the event there is a vacancy that none of the Investors\n\nnor Mr. Andrus has a contractual right to fill, and assuming that appropriate biographical and background material has\n\nbeen provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-\n\nrecommended candidates by following substantially the same process, and applying substantially the same criteria,\n\nas it follows for candidates submitted by others.\n\nCOMMUNICATIONS FROM INTERESTED PARTIES\n\nAnyone who would like to communicate with, or otherwise make his or her concerns known directly to the Lead Director,\n\nChairperson of any of the Audit, Nominating and Corporate Governance, and Compensation Committees, or to the non-\n\nmanagement or independent directors as a group, may do so by addressing such communications or concerns to the\n\nSecretary of the Company, Traeger, Inc., 533 South 400 West, Salt Lake City, Utah 84101, who will forward such\n\ncommunications to the appropriate party. Such communications may be done confidentially or anonymously.\n\nBOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT\n\nOur Bylaws and our Corporate Governance Guidelines provide our Board with flexibility to combine or separate the\n\npositions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or\n\nthe other structure would be in the best interests of our Company. The Company’s current Board leadership structure\n\ncomprises a combined Chairman of the Board and Chief Executive Officer, an independent director serving as the Lead\n\nDirector, and highly qualified, active independent directors. Our Board exercises its judgment in combining or separating\n\nthe roles of Chairman of the Board and Chief Executive Officer as it deems appropriate in light of prevailing\n\ncircumstances. The Board will continue to exercise its judgment on an ongoing basis to determine the optimal Board\n\nleadership structure that the Board believes will provide effective leadership, oversight and direction, while optimizing\n\nthe functioning of both the Board and management and facilitating effective communication between the two. The Board\n\nhas concluded that the current structure provides a well-functioning and effective balance between strong Company\n\nleadership and appropriate safeguards and oversight by independent directors.\n\nOur Corporate Governance Guidelines provide that, if the Chair of our Board is a member of management or does not\n\notherwise qualify as independent, the independent members of our Board may elect a lead independent director.\n\nRaul Alvarez currently serves as our Lead Director and will continue to serve in that role until his retirement from the\n\nBoard becomes effective at the Annual Meeting. The Lead Director’s responsibilities include, but are not limited\n\nto, presiding over all meetings of the Board at which the Chairman of the Board is not present, including any executive\n\nsessions of the non-management directors or independent directors, calling meetings or separate sessions of the\n\nindependent directors, approving the Board’s meeting schedules and agendas, acting as liaison between the independent\n\nTRAEGER, INC.\n\n27\n\n2026 Proxy Statement\n\nCorporate Governance\n\ndirectors of the Board and the Chief Executive Officer and Chairman of the Board, and when appropriate, meeting or\n\notherwise communicating with major stockholders or other constituencies of the Company.\n\nRisk assessment and oversight are an integral part of our governance and management processes. Our Board\n\nencourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-\n\nday business operations. Management discusses strategic and operational risks at regular management meetings and\n\nconducts specific strategic planning and review sessions during the year that include a focused discussion and analysis\n\nof the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board\n\nmeetings as part of management presentations that focus on particular business functions, operations or strategies, and\n\npresents the steps taken by management to mitigate or eliminate such risks.  In addition, our management-led disclosure\n\ncommittee regularly reviews our existing disclosure controls and procedures to align with the risk identification and\n\nassessment conducted by management. The Board also meets periodically and as necessary with outside advisors\n\nregarding material risk facing the Company.\n\nOur Board is responsible for overseeing our risk management process. Our Board reviews information regarding the\n\nCompany’s credit, liquidity and operations, as well as the risks associated with each. Our Audit Committee is responsible\n\nfor discussing our policies with respect to risk assessment and risk management, including with respect to asset\n\nprotection and data protection, and for overseeing financial and cybersecurity risks and potential conflicts of interest.\n\nOur Nominating and Corporate Governance Committee manages risks associated with the Company’s corporate\n\ngovernance framework and oversees the Company’s efforts with regard to environmental and social matters and\n\nassociated risks. The Compensation Committee is responsible for overseeing the management of risks relating to the\n\nCompany’s compensation plans, equity incentive plans and other compensatory arrangements. The Board does not\n\nbelieve that its role in the oversight of our risks affects the Board’s leadership structure.\n\nCODE OF BUSINESS CONDUCT AND ETHICS\n\nWe have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including\n\nour principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing\n\nsimilar functions. We have posted a current copy of the Code of Business Conduct and Ethics on our website,\n\ninvestors.traeger.com, in the “Governance” section under “Governance Documents.” In addition, we intend to post on\n\nour website all disclosures that are required by law or the rules of the NYSE concerning any amendments to, or waivers\n\nfrom, any provision of the Code of Business Conduct and Ethics.\n\nINSIDER TRADING POLICY\n\nOur Board has adopted the Insider Trading Compliance Policy and Procedures (“Insider Trading Policy”), which applies to\n\nall of our directors, officers, and employees, as well as certain other persons (collectively, “covered persons”), which we\n\nbelieve is reasonably designed to promote compliance with insider trading laws, rules, and regulations. Among other\n\nthings, our Insider Trading Policy (a) prohibits covered persons from purchasing or selling the Company's securities while\n\nin possession of material, non-public information relating to the Company except under pre-approved trading plans that\n\nmeet the requirements of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1 plans”) and certain other limited exceptions\n\nand (b) specifies (i) our quarterly blackout periods, (ii) our pre-clearance procedures, (iii) additional prohibited\n\ntransactions, and (iv) requirements regarding pre-approved Rule 10b5-1 plans. The policy prohibits covered persons and\n\nany entities they control from purchasing financial instruments such as prepaid variable forward contracts, equity swaps,\n\ncollars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or\n\noffset, any decrease in the market value of the Company’s equity securities.\n\nThe foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by\n\nreference to the full text of the Insider Trading Policy attached as Exhibit 19 to our Annual Report on Form 10-K for the\n\nfiscal year ended December 31, 2025, filed with the SEC on March 6, 2026.\n\nTRAEGER, INC.\n\n28\n\n2026 Proxy Statement\n\nCorporate Governance\n\nCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER\n\nPARTICIPATION\n\nDuring 2025, the members of our Compensation Committee were Raul Alvarez, James Ho, and Steven Richman (none of\n\nwhom was during fiscal year 2025 an officer or employee of the Company or was formerly an officer of the Company).\n\nRelated person transactions pursuant to Item 404(a) of Regulation S-K involving those who served on the Compensation\n\nCommittee during 2025 are described in “Certain Relationships and Related Party and Other Transactions.”\n\nDuring 2025, none of our executive officers served as a member of the board of directors or compensation committee (or\n\nother committee performing equivalent functions) of any entity that had one or more executive officers serving on our\n\nBoard or Compensation Committee.\n\nATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT\n\nMEETINGS\n\nThere were eight meetings of the Board during the fiscal year ended December 31, 2025. During the fiscal year ended\n\nDecember 31, 2025, each director (except Steven Richman) attended at least 75% of the aggregate of (i) all meetings of\n\nthe Board and (ii) all meetings of the committees on which the director served, during the period in which he or she served\n\nas a director.\n\nUnder our Corporate Governance Guidelines, which are available on our website at investors.traeger.com, a director is\n\nexpected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is\n\nexpected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including\n\nseparate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to\n\nattend a meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to\n\nnotify the Chairman of the Board or the Chair of the appropriate committee in advance of such meeting, and, whenever\n\npossible, participate in such meeting via teleconference in the case of an in-person meeting. We do not maintain a formal\n\npolicy regarding director attendance at the annual meeting of stockholders; however, it is expected that absent compelling\n\ncircumstances, directors will attend. All of our then-incumbent directors attended our annual meeting of stockholders\n\nheld in 2025.\n\nTRAEGER, INC.\n\n29\n\n2026 Proxy Statement\n\nCOMMITTEES OF THE BOARD\n\nOur Board has established three standing committees—Audit, Compensation, and Nominating and Corporate\n\nGovernance—each of which operates under a written charter that has been approved by our Board.\n\nThe members of each of the Board committees and committee Chairpersons are set forth below.\n\nName\n\nAudit\n\nCompensation\n\nNominating and\n\nCorporate Governance\n\nRaul Alvarez\n\nX\n\nChairperson\n\nWendy A. Beck\n\nChairperson\n\nX\n\nJames Ho\n\nX\n\nElizabeth C. Lempres\n\nX\n\nChairperson\n\nSteven Richman\n\nX\n\nAudit Committee\n\nMembers:\n\nWendy A. Beck (Chair)\n\nRaul Alvarez\n\nElizabeth C. Lempres\n\nMet five times in 2025.\n\nThe members of our Audit\n\nCommittee meet the\n\nrequirements for financial\n\nliteracy under the applicable\n\nNYSE Rules. In addition, our\n\nBoard has determined that\n\neach of Raul Alvarez and\n\nWendy A. Beck qualifies as\n\nan “audit committee financial\n\nexpert,” as such term is\n\ndefined in Item 407(d)(5) of\n\nRegulation S-K. No Audit\n\nCommittee member currently\n\nserves on the audit\n\ncommittee of more than\n\nthree public companies.\n\nRESPONSIBILITIES INCLUDE:\n\n•appointing, compensating, retaining, evaluating, terminating, and\n\noverseeing our independent registered public accounting firm;\n\n•assessing the internal quality-controls and independence of our\n\nindependent registered public accounting firm from management;\n\n•reviewing with our independent registered public accounting firm the\n\nscope and results of their audit;\n\n•pre-approving all audit and permissible non-audit services to be\n\nperformed by our independent registered public accounting firm;\n\n•overseeing the financial reporting process and discussing with\n\nmanagement and our independent registered public accounting firm the\n\nquarterly and annual financial statements that we file with the SEC;\n\n•overseeing our financial and accounting controls and compliance with\n\nlegal and regulatory requirements;\n\n•reviewing our policies on risk assessment and risk management;\n\n•reviewing related person transactions;\n\n•reviewing, with management, our finance function, including its budget,\n\norganization and quality of personnel; and\n\n•establishing procedures for the confidential anonymous submission of\n\nconcerns regarding questionable accounting, internal controls or\n\nauditing matters.\n\nThe Audit Committee charter is available on our website at investors.traeger.com.  Our Board has affirmatively\n\ndetermined that each of Raul Alvarez, Wendy A. Beck, and Elizabeth C. Lempres is independent for purposes of serving\n\non an audit committee under Rule 10A-3 promulgated under the Exchange Act and the NYSE Rules, including those\n\nrelated to Audit Committee membership.\n\nTRAEGER, INC.\n\n30\n\n2026 Proxy Statement\n\nCommittees of the Board\n\nCompensation\n\nCommittee\n\nMembers:\n\nRaul Alvarez (Chair)\n\nJames Ho\n\nSteven Richman\n\nMet seven times in 2025.\n\nEach of Raul Alvarez, James\n\nHo, and Steven Richman\n\nqualifies as an independent\n\ndirector under NYSE’s\n\nheightened independence\n\nstandards for members of a\n\ncompensation committee and\n\neach of Raul Alvarez and\n\nSteven Richman qualifies as\n\na “non-employee director” as\n\ndefined in Rule 16b-3 of the\n\nExchange Act.\n\nRESPONSIBILITIES INCLUDE:\n\n•reviewing and approving the corporate goals and objectives with\n\nrespect to, evaluating the performance of and reviewing and\n\napproving (either alone, or if directed by the Board, in connection\n\nwith a majority of the independent members of the Board) the\n\ncompensation of our Chief Executive Officer;\n\n•reviewing and setting or making recommendations to our Board\n\nregarding the compensation of our other executive officers;\n\n•reviewing and approving or making recommendations to our Board\n\nregarding our incentive compensation and equity-based plans and\n\narrangements;\n\n•administering and overseeing the Company's compliance with the\n\ncompensation recovery policy required by applicable SEC and\n\nNYSE Rules;\n\n•making recommendations to our Board regarding the compensation\n\nof our directors; and\n\n•appointing and overseeing any compensation consultants.\n\nOur Compensation Committee is responsible for assisting the Board in the discharge of its responsibilities relating to\n\nthe compensation of our executive officers. In fulfilling its purpose, our Compensation Committee has the following\n\nprincipal duties:\n\nThe Compensation Committee generally considers the Chief Executive Officer’s recommendations when making\n\ndecisions regarding the compensation of non-employee directors and executive officers (other than the Chief Executive\n\nOfficer). Pursuant to the Compensation Committee’s charter, which is available on our website at investors.traeger.com,\n\nthe Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel\n\nand other advisors to assist in carrying out its responsibilities. In 2024 and 2025, the Compensation Committee engaged\n\nthe compensation consulting firm Meridian Compensation Partners to assist in making decisions regarding the amount\n\nand types of compensation to provide our executive officers and non-employee directors. As part of this process, the\n\nCompensation Committee reviewed a compensation assessment provided by Meridian Compensation Partners\n\ncomparing our compensation to that of a group of peer companies within our industry and met with Meridian\n\nCompensation Partners to discuss our executive and non-employee director compensation and to receive input and\n\nadvice. Meridian Compensation Partners reports directly to the Compensation Committee. The Compensation Committee\n\nhas considered the adviser independence factors required under SEC rules as they relate to Meridian Compensation\n\nPartners and has determined that Meridian Compensation Partners’ work does not raise a conflict of interest.\n\nThe Compensation Committee may delegate its authority under its charter to one or more subcommittees as it deems\n\nappropriate from time to time.\n\nTRAEGER, INC.\n\n31\n\n2026 Proxy Statement\n\nCommittees of the Board\n\nNominating\n\nand Corporate\n\nGovernance\n\nCommittee\n\nMembers:\n\nElizabeth C. Lempres (Chair)\n\nWendy A. Beck\n\nMet four times in 2025.\n\nOur Board has affirmatively\n\ndetermined that each of\n\nWendy A. Beck and\n\nElizabeth C. Lempres meets\n\nthe definition of “independent\n\ndirector” under the\n\nNYSE Rules.\n\nRESPONSIBILITIES INCLUDE:\n\n•identifying individuals qualified to become members of our Board,\n\nconsistent with criteria approved by our Board;\n\n•recommending to our Board the nominees for election to our Board at\n\nannual meetings of our stockholders;\n\n•overseeing an annual self-evaluation of our Board and its committees;\n\n•overseeing the Company’s policies, programs and strategies related\n\nto corporate responsibility matters; and\n\n•reviewing and reassessing our Corporate Governance Guidelines and\n\nrecommending to our Board any proposed changes.\n\nThe Nominating and Corporate Governance Committee has the authority to consult with outside advisors or retain search\n\nfirms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders.\n\nThe Nominating and Corporate Governance Committee charter is available on our website at investors.traeger.com.\n\nTRAEGER, INC.\n\n32\n\n2026 Proxy Statement\n\nDIRECTOR COMPENSATION\n\n2025 DIRECTOR COMPENSATION TABLE\n\nThe following table sets forth the compensation awarded to and earned by our non-employee directors who served on\n\nour Board during the year ended December 31, 2025. Mr. Andrus is also a member of our Board but did not receive any\n\nadditional compensation for his service as a director. See the section entitled “Summary Compensation Table” below for\n\ninformation regarding the compensation paid to Mr. Andrus in 2025.\n\nName\n\nFees Earned\n\nor Paid in Cash\n\n($)\n\nStock Awards\n\n($)(1)\n\nTotal\n\n($)\n\nRaul Alvarez\n\n—\n\n357,498\n\n(2)\n\n357,498\n\nWendy Beck\n\n93,750\n\n192,498\n\n286,248\n\nMartin Eltrich\n\n—\n\n—\n\n—\n\nJames Ho\n\n—\n\n—\n\n—\n\nDaniel James\n\n—\n\n—\n\n—\n\nElizabeth Lempres\n\n85,000\n\n192,498\n\n277,498\n\nJames Manges(3)\n\n—\n\n—\n\n—\n\nWayne Marino(4)\n\n12,200\n\n2,394\n\n(2)\n\n14,594\n\nHarjit Shoan(5)\n\n—\n\n—\n\n—\n\nSteven Richman\n\n—\n\n267,498\n\n(2)\n\n267,498\n\n1.Amounts reflect the full grant date fair value of time-based restricted stock unit (“RSU”) awards granted during 2025, computed in accordance with ASC\n\nTopic 718. We provide information regarding the assumptions used to calculate the value of the RSU awards in Note 15 to the financial statements for\n\nthe fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on March 6, 2026.\n\n2.Includes the full grant date fair value of fully-vested RSUs in which all or a portion of the named individual’s annual cash retainer (including any cash\n\nretainers for service on a committee) that was paid pursuant to the named individual’s election under the Deferred Compensation Plan. The number of\n\nRSUs granted is determined by dividing the value of the aggregate amount of cash fees earned by the closing price of the Common Stock on the\n\napplicable date the cash fees would have otherwise been paid.\n\n3.James Manges resigned from our Board effective December 31, 2025.\n\n4.Wayne Marino resigned from our Board effective March 7, 2025.\n\n5.Harjit Shoan resigned from our Board effective January 27, 2026.\n\nTRAEGER, INC.\n\n33\n\n2026 Proxy Statement\n\nDirector Compensation\n\nThe following table shows the aggregate number of outstanding RSU awards held as of December 31, 2025 by each\n\nnon-employee director.\n\nName\n\nRSU Awards Outstanding at 2025 Fiscal Year End\n\n(#) (A)\n\nRaul Alvarez\n\n11,747\n\nWendy Beck\n\n2,637\n\nMartin Eltrich\n\n—\n\nJames Ho\n\n—\n\nDaniel James\n\n—\n\nElizabeth Lempres\n\n6,347\n\nJames Manges\n\n—\n\nWayne Marino\n\n—\n\nHarjit Shoan\n\n—\n\nSteven Richman\n\n8,285\n\nA.Amounts include RSUs which have vested, but have not yet been settled in shares of our Common Stock, pursuant to the named individual's election\n\nto defer settlement thereof under the Deferred Compensation Plan, as set forth in the following table:\n\nName\n\nVested and Unsettled RSU Awards Outstanding at\n\n2025 Fiscal Year End\n\n(#)\n\nRaul Alvarez\n\n9,110\n\nElizabeth Lempres\n\n3,710\n\nSteven Richman\n\n5,648\n\nDirector Compensation Program\n\nIn connection with our IPO, our Board adopted and our stockholders approved the Director Compensation Program.\n\nThe Director Compensation Program provides for annual retainer fees and long-term equity awards for certain of our\n\nnon-employee directors (each, an “Eligible Director”). Eligible Directors generally are directors who are not affiliated\n\nwith AEA Fund, OTPP, or TCP (or any of their affiliates). The material terms of the Director Compensation Program\n\nare summarized below.\n\nThe Director Compensation Program consists of the following components:\n\nCash Compensation\n\n•Annual Retainer: $75,000\n\n•Lead Independent Director: $75,000\n\n•Annual Committee Chair Retainer:\n\n◦Audit: $20,000\n\n◦Compensation: $15,000\n\n◦Nominating and Corporate Governance: $10,000\n\nTRAEGER, INC.\n\n34\n\n2026 Proxy Statement\n\nDirector Compensation\n\nAnnual cash retainers will be paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter\n\nof service.\n\nEquity Compensation\n\n•Initial Grant: Each Eligible Director who is initially elected or appointed to serve on our Board automatically will\n\nbe granted, on the date on which such Eligible Director is appointed or elected to serve on our Board, an RSU\n\naward with a value of approximately $192,500, multiplied by a fraction (i) the numerator of which is the difference\n\nbetween 365 and the number of days from the date of the immediately preceding annual meeting of the\n\nCompany’s stockholders through the election or appointment date and (ii) the denominator of which is 365.\n\nThese initial grants will vest in full on the earlier to occur of (x) the one-year anniversary of the applicable grant\n\ndate and (y) the date of the next annual meeting of the Company’s stockholders following the grant date, subject\n\nto such Eligible Director’s continued service through the applicable vesting date.\n\n•Annual Grant: An Eligible Director who is serving on our Board as of the date of the annual meeting of the\n\nCompany’s stockholders each calendar year will be granted, on such annual meeting date, an RSU award\n\nwith a value of approximately $192,500. Each annual grant will vest in full on the earlier to occur of (i) the\n\nfirst anniversary of the applicable grant date and (ii) the date of the next annual meeting of the Company's\n\nstockholders following the grant date, subject to such Eligible Director’s continued service through the applicable\n\nvesting date.\n\nIn addition, each Initial Grant and Annual Grant will vest in full upon a “change in control” of the Company (as defined\n\nin the 2021 Incentive Award Plan (the “2021 Plan”)) if the Eligible Director will not become a member of the board of\n\ndirectors of the Company or the ultimate parent of the Company as of immediately following such change in control.\n\nCompensation under our Director Compensation Program is subject to the annual limits on non-employee director\n\ncompensation set forth in the 2021 Plan.\n\nAmended and Restated Director Compensation Program\n\nIn November 2025, following a review of market compensation, our Board adopted an Amended and Restated Director\n\nCompensation Program which became effective on January 1, 2026. The material terms of the Amended and Restated\n\nDirector Compensation Program are identical to the Director Compensation Program other than (i) the Annual Retainer\n\npayable to each Eligible Director was reduced from $75,000 to $65,000, (ii) the additional cash retainer for the Lead\n\nIndependent Director was reduced from $75,000 to $25,000, and (iii) the values of the Initial Grant and Annual Grant\n\nRSU awards was reduced from $192,500 to $125,000.\n\nDIRECTOR DEFERRED COMPENSATION PLAN\n\nOur Board adopted a Deferred Compensation Plan for Directors in 2021 (the “Deferred Compensation Plan”). The\n\nDeferred Compensation Plan permits our non-employee directors to (i) receive all or a portion of their annual cash\n\nretainers (including any cash retainers for service on a committee) earned under the Director Compensation Program\n\nin the form of fully vested RSUs and (ii) defer the settlement of all or a portion of any RSU awards granted under the\n\nDirector Compensation Program.\n\nWith respect to 2025, (i) Mr. Alvarez elected to defer 100% of his annual cash retainers and RSU awards granted under\n\nthe Director Compensation Program; (ii) Ms. Lempres elected to defer 100% of her RSU awards granted, but did not elect\n\nto defer any portion of her annual cash retainers under the Director Compensation Program; (iii) Mr. Marino elected to\n\ndefer 20% of his annual cash retainers under the Director Compensation Program; and (iv) Mr. Richman elected to defer\n\n100% of his annual cash retainers and RSU awards granted under the Director Compensation Program.\n\nTRAEGER, INC.\n\n35\n\n2026 Proxy Statement\n\nSECURITY OWNERSHIP OF\n\nCERTAIN BENEFICIAL OWNERS\n\nAND MANAGEMENT\n\nThe following sets forth the beneficial ownership of our Common Stock as of April 13, 2026 by:\n\n•each person who is known to be the beneficial owner of more than 5% of the outstanding shares of our\n\nCommon Stock;\n\n•each of our current named executive officers and directors; and\n\n•all of our current executive officers and directors as a group.\n\nThe number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these\n\nrules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment\n\npower. Applicable percentage ownership is based on 2,768,821 shares of Common Stock outstanding as of April 13,\n\n2026. In computing the number of shares beneficially owned by a person and the percentage ownership of that person,\n\nshares of our Common Stock subject to options, warrants or other rights held by such person that are currently\n\nexercisable or will become exercisable within 60 days of April 13, 2026 are considered outstanding, although these shares\n\nare not considered outstanding for purposes of computing the percentage ownership of any other person. Share numbers\n\nin the table below, including the footnotes thereto, have been updated to reflect the Company's 1-for-50 reverse stock split\n\nthe Company effected in March 2026.\n\nUnless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power\n\nwith respect to their shares of Common Stock, except to the extent authority is shared by spouses under applicable law.\n\nUnless otherwise indicated below, the address for each person or entity listed below is c/o Traeger, Inc., 533 South 400\n\nWest, Salt Lake City, UT 84101.\n\nName of Beneficial Owner\n\nShares of\n\nCommon Stock\n\nBeneficially\n\nOwned\n\n(#)\n\nShares\n\nBeneficially\n\nOwned\n\n(%)\n\n5% or Greater Stockholders\n\nAEA Fund(1)\n\n670,381\n\n24.2\n\nEntities affiliated with OTPP(2)\n\n493,861\n\n17.8\n\nEntities affiliated with Trilantic Capital Management L.P.(3)\n\n359,739\n\n13.0\n\nNamed Executive Officers and Directors\n\nJeremy Andrus(4)\n\n400,822\n\n14.5\n\nMichael J. Hord\n\n9,197\n\n*\n\nJim Hardy(5)\n\n21,623\n\n*\n\nRaul Alvarez(6)\n\n23,139\n\n*\n\nTRAEGER, INC.\n\n36\n\n2026 Proxy Statement\n\nSecurity Ownership of Certain Beneficial Owners and Management\n\nName of Beneficial Owner\n\nShares of\n\nCommon Stock\n\nBeneficially\n\nOwned\n\n(#)\n\nShares\n\nBeneficially\n\nOwned\n\n(%)\n\nWendy A. Beck(7)\n\n5,124\n\n*\n\nMartin Eltrich\n\n—\n\n—\n\nJames Ho\n\n—\n\n—\n\nDaniel James\n\n—\n\n—\n\nElizabeth C. Lempres(8)\n\n6,972\n\n*\n\nSteven Richman(9)\n\n8,626\n\n*\n\nAll directors and executive officers as a group (9 individuals)(10)\n\n453,880\n\n16.2\n\n* Less than one percent.\n\n1.Based solely on a Schedule 13G filed with the SEC on February 10, 2022. Consists of 670,381 shares of Common Stock held of record by AEA TGP\n\nHoldco LP (the “AEA Fund”). Each of the AEA Fund, AEA Fund VI Stockholder Representative Corp., AEA Investors Fund VI LP, AEA Investors\n\nPartners VI LP, AEA Management (Cayman) Ltd. and John L. Garcia exercises shared voting and dispositive power over such shares. The general\n\npartner of the AEA Fund is AEA Fund VI Stockholder Representative Corp., which is wholly owned by AEA Investors Fund VI LP, whose general\n\npartner is AEA Investors Partners VI LP, whose general partner is AEA Management (Cayman) Ltd. John L. Garcia is the sole stockholder and director\n\nof AEA Management (Cayman) Ltd. As a result, each of the foregoing entities and persons may be deemed to share beneficial ownership over the\n\nshares of Common Stock held of record by the AEA Fund. The address of the AEA Fund, AEA Fund VI Stockholder Representative Corp. and Mr.\n\nGarcia is c/o AEA Investors LP, 520 Madison Ave., 40th Floor, New York, NY 10022.  The address for AEA Investors Fund VI LP, AEA Investors\n\nPartners VI LP and AEA Management (Cayman) Ltd. is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.\n\n2.Based solely on a Schedule 13G filed by Ontario Teachers’ Pension Plan Board (“OTPP”) with the SEC on February 14, 2022. Consists of shares of\n\nCommon Stock owned by 2594868 Ontario Limited, a wholly-owned subsidiary of OTPP. Each of 2594868 Ontario Limited and OTPP exercises shared\n\nvoting and dispositive power over the shares noted herein. The President and Chief Executive Officer of OTPP has delegated to each of Mr. Harjit\n\nShoan and Mr. Kevin Mansfield the authority to implement disposition decisions with respect to the shares of Common Stock that are held by or may be\n\nacquired by 2594868 Ontario Limited; however, approval of such decisions are made by senior personnel within the capital markets group of OTPP in\n\naccordance with internal portfolio guidelines. Voting decisions are made by OTPP in accordance with internal proxy voting guidelines. As such, each of\n\nMr. Shoan and Mr. Mansfield expressly disclaims beneficial ownership of the shares of Common Stock that are held by or may be acquired by 2594868\n\nOntario Limited or OTPP. The address for these entities is 5650 Yonge Street, 3rd Floor, Toronto, Ontario, Canada M2M 4H5.\n\n3.Based solely on a Schedule 13G filed by Trilantic Capital Management L.P. with the SEC on February 10, 2022. Each of Trilantic Capital Management\n\nL.P., TCP Traeger Holdings SPV LLC, Trilantic Capital Partners Associates V L.P. and Trilantic Capital Partners Associates MGP V LLC exercises sole\n\nvoting and dispositive power over such shares. The address for these entities is 399 Park Avenue, 39th Floor, New York, NY 10022.\n\n4.Consists of (i) 273,202 shares of Common Stock held of record by Mr. Andrus, (ii) 70 shares of Common Stock, 19,182 shares of Common Stock and\n\n51,502 shares of Common Stock held of record by Minor Children, JA Cropston, LLC and JK Andrus Investments, LLC, respectively, and (iii)  56,866\n\nshares of Common Stock, subject to time-based and performance-base vesting, held of record by the reporting person, of which the Mr. Andrus is the\n\nmanager.\n\n5.Based on the information known to the Company at the time of Mr. Hardy's transition to an advisory role for the Company effective on\n\nDecember 31, 2025.\n\n6.Consists of (i) 23,139 shares of Common Stock, which consist of 3,000 shares of Common Stock held of record by Mr. Alvarez and 7,642 shares of\n\nCommon Stock held of record by family trusts and (ii) 12,497 shares of Common Stock underlying RSUs held by Mr. Alvarez that have fully vested or\n\nwill vest within 60 days of April 13, 2026, in each case where settlement has been deferred until the earliest to occur of (A) the director’s separation\n\nfrom service from the Company, (B) a “Change in Control” (as defined in the Deferred Compensation Plan) of the Company, (C) the director’s death or\n\n(D) the director’s disability.\n\n7.Consists of (i) 2,487 shares of Common Stock and (ii) 2,637 shares of Common Stock underlying RSUs held by Ms. Beck that will vest within 60 days\n\nof April 13, 2026.\n\n8.Consists of (i) 625 shares of Common Stock and (ii) 6,347 shares of Common Stock underlying RSUs held by Ms. Lempres that have fully vested or\n\nwill vest within 60 days of April 13, 2026 where settlement has been deferred until the earliest to occur of (A) the director’s separation from service\n\nfrom the Company, (B) a “Change in Control” (as defined in the Deferred Compensation Plan) of the Company, (C) the director’s death or (D) the\n\ndirector’s disability.\n\n9.Consists of 8,626 shares of Common Stock underlying RSUs held by Mr. Richman that have fully vested or will vest within 60 days of April 13, 2026, in\n\neach case where settlement has been deferred until the earliest to occur of (A) the director’s separation from service from the Company, (B) a “Change\n\nin Control” (as defined in the Deferred Compensation Plan) of the Company, (C) the director’s death or (D) the director’s disability.\n\n10.This group of directors and executive officers includes only those currently serving as directors and executive officers as of the date of this Proxy\n\nStatement and does not therefore include Mr. Hardy. Consists of (i) 423,211 shares of Common Stock held by all directors and executive officers of the\n\nCompany as a group and (ii) 30,699 shares of Common Stock underlying RSUs held by all directors and executive officers of the Company as a group\n\nthat have fully vested or will vest within 60 days of April 13, 2026.\n\nTRAEGER, INC.\n\n37\n\n2026 Proxy Statement\n\nDELINQUENT SECTION 16(A)\n\nREPORTS\n\nSection 16(a) of the Exchange Act requires our directors and officers (as defined in Rule 16a-1(f) under the Exchange\n\nAct), and holders who beneficially own more than ten percent (10%) of our Common Stock (collectively, “Reporting\n\nPersons”), to file with the SEC reports of ownership and changes in ownership of our Common Stock on Forms 3, 4, and\n\n5. Based solely on our review of Forms 3, 4, and 5 and amendments thereto filed electronically with the SEC by the\n\nReporting Persons, and written representations from certain Reporting Persons, we believe that all reports required to be\n\nfiled by such persons with respect to the Company's fiscal year ended December 31, 2025 were timely filed, except that,\n\ndue to administrative error, (i) Joey Hord, our Chief Financial Officer, filed a late Form 4, reporting shares withheld by the\n\nIssuer to satisfy tax withholding obligations on the vesting of RSUs, (ii) Jim Hardy, the former President of MEATER, filed\n\na late Form 4, reporting shares withheld by the Issuer to satisfy tax withholding obligations on the vesting of RSUs, and\n\n(iii) Dominic Blosil, who previously served as our Chief Financial Officer, filed a late Form 4, reporting shares withheld by\n\nthe Issuer to satisfy tax withholding obligations on the vesting of RSUs.\n\nTRAEGER, INC.\n\n38\n\n2026 Proxy Statement\n\nEXECUTIVE COMPENSATION\n\nThis section discusses the material components of the executive compensation program for our executive officers who\n\nare named in the “Summary Compensation Table” below. In 2025, our “named executive officers” and their positions were\n\nas follows:\n\n•Jeremy Andrus, Chief Executive Officer;\n\n•Michael (Joey) Hord, Chief Financial Officer; and\n\n•Jim Hardy, former President of Apption Labs Limited (d/b/a MEATER).\n\nEffective March 6, 2025, Mr. Hord was promoted and became our Chief Financial Officer. Effective December 31, 2025,\n\nMr. Hardy transitioned from his role of President of Apption Labs Limited (d/b/a MEATER) to a non-executive advisory role\n\nat our Company.\n\nSUMMARY COMPENSATION TABLE\n\nThe following table sets forth information concerning the compensation of our named executive officers for 2024\n\nand 2025.\n\nName and\n\nPrincipal Position\n\nYear\n\nSalary\n\n($)\n\nBonus\n\n($)\n\nStock\n\nAwards\n\n($)(1)\n\nAll Other\n\nCompensation\n\n($)\n\nTotal\n\n($)\n\nJeremy Andrus(2)\n\nChief Executive Officer\n\n2025\n\n750,000\n\n956,250\n\n3,417,586\n\n14,900\n\n(3)\n\n5,138,736\n\n2024\n\n—\n\n—\n\n4,482,985\n\n13,800\n\n4,496,785\n\nMichael (Joey) Hord(4)\n\nChief Financial Officer\n\n2025\n\n420,173\n\n270,938\n\n766,713\n\n351,152\n\n(5)\n\n1,808,976\n\nJim Hardy(6)\n\nFormer President of Apption Labs\n\nLimited (d/b/a MEATER)\n\n2025\n\n417,629\n\n—\n\n1,062,795\n\n25,756\n\n(7)\n\n1,506,179\n\n2024\n\n410,437\n\n200,000\n\n741,801\n\n59,587\n\n1,411,825\n\n1.With respect to 2025, (i) the amount shown for Mr. Andrus reflects the grant-date fair value of performance-based restricted shares granted during the\n\nyear ended December 31, 2025, and (ii) amounts shown for Messrs. Hord and Hardy reflect the grant-date fair value of RSU and PSU awards granted\n\nduring the year ended December 31, 2025, in each case, computed in accordance with ASC Topic 718, Compensation-Stock Compensation.  See\n\nNote 15 to the financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on\n\nMarch 6, 2026, for a discussion of the relevant assumptions used in calculating these amounts.\n\n2.In connection with our IPO in August 2021, Mr. Andrus agreed to accept a base salary of $0 per year for 2024. Mr. Andrus's base salary was increased\n\nto $750,000, effective on January 1, 2025. For more information regarding the change to Mr. Andrus’s base salary, see “Executive Compensation\n\nArrangements-Jeremy Andrus Side Letter” below.\n\n3.Amount includes matching contributions under our 401(k) plan ($14,000) and cell phone reimbursements ($900).\n\n4.Mr. Hord served as our Sr. Vice President of Finance and Strategy until May 2, 2025, and has served as our Chief Financial Officer since May 2, 2025.\n\n5.Amount includes matching contributions under our 401(k) plan ($14,000), cell phone reimbursements ($1,200), relocation expenses ($214,689) and\n\nrelated tax gross-up payments ($121,263). For more information regarding Mr. Hord's relocation expenses and tax gross-up payment, see \"Executive\n\nCompensation Arrangements—Joey Hord Offer Letter\" below.\n\n6.Mr. Hardy served as our President of Apption Labs Limited (d/b/a MEATER) until December 31, 2025, at which point he transitioned to a non-\n\nexecutive advisor.\n\n7.Amount includes matching contributions under our 401(k) plan ($8,500), cell phone reimbursements ($900), tax equalization payments ($12,505) and\n\nrelated tax gross-up payments ($3,351), and tax return preparation fees ($500). For more information regarding these amounts, see “Executive\n\nCompensation Arrangements—Jim Hardy Letter Agreement” below.\n\nTRAEGER, INC.\n\n39\n\n2026 Proxy Statement\n\nExecutive Compensation\n\nNARRATIVE TO SUMMARY COMPENSATION TABLE\n\nSalaries\n\nThe named executive officers receive a base salary to compensate them for services rendered to us. The base salary\n\npayable to each named executive officer is intended to provide a fixed component of compensation reflecting the\n\nexecutive’s skill set, experience, role, and responsibilities.\n\nIn 2025, our named executive officers were entitled to receive the following annual base salaries: Mr. Andrus: $750,000;\n\nMr. Hord $425,000; and Mr. Hardy: $425,000. Since our IPO in 2021, Mr. Andrus has not received a base salary.  In 2025,\n\nthe Board approved re-instituting a base salary payment to him at $750,000, effective January 1, 2025, as described in\n\nthe section titled “Executive Compensation Arrangements-Jeremy Andrus Amended Side Letter” below. Mr. Hord’s base\n\nsalary increased to $425,000, effective March 7, 2025, in connection with his appointment as Chief Financial Officer. The\n\nSummary Compensation Table above shows the actual base salaries paid to each named executive officer in 2025.\n\nBonuses\n\nMessrs. Andrus and Hord were each eligible to receive an annual performance-based cash incentive bonus targeted at\n\n150% and 75%, respectively, of their annual base salaries under the Company’s 2025 annual bonus program, based on\n\nthe achievement of a company adjusted EBITDA objective determined by our Board. In February 2026, the Board\n\nreviewed the Company’s 2025 performance and determined that the adjusted EBITDA objective was not achieved for\n\n2025. Based on a broader performance assessment that considered the impact of tariffs on the Company’s results, the\n\nBoard determined that a bonus payout of 85% of target would be appropriate for Mr. Andrus and Mr. Hord. The calculated\n\nbonus payouts for Mr. Andrus and Mr. Hord, based on their respective target opportunities, were $956,250 and $270,938,\n\nrespectively.\n\nMr. Hardy was not eligible to earn an annual cash incentive bonus during 2025. For more information, see “Executive\n\nCompensation Arrangements-Jim Hardy Separation Agreement” below.\n\nEquity Compensation\n\nWe maintain the 2021 Incentive Award Plan (the “2021 Plan”), in order to facilitate the grant of cash and equity incentives\n\nto directors, employees (including our named executive officers) and consultants of our Company and our affiliates, and\n\nto enable us to obtain and retain services of these individuals, which we believe is essential to our long-term success.\n\nIn 2025, we granted time-based and performance-based restricted shares to Mr. Andrus, and time-based restricted stock\n\nunits (“RSUs”) and performance-based restricted stock units (“PSUs”) to Messrs. Hord and Hardy.\n\n2025 Performance Shares and Restricted Shares\n\nOn April 10, 2025, our Board approved the grant to Mr. Andrus of 11,373 time-based restricted shares (the “2025\n\nRestricted Shares”) and an award of performance-based restricted shares targeted at 45,492 shares (the “2025\n\nPerformance Shares”).\n\nThe 2025 Restricted Shares vest as to one-third on each of the first three anniversaries of April 10, 2025, subject to\n\nMr. Andrus’ continued service as of the applicable vesting date. The 2025 Performance Shares are eligible to be earned\n\nbased on our achievement of relative TSR goals measured by comparing the performance of our stock against the stock\n\nof the companies comprising the Russell 2000 Index over the performance period beginning on January 1, 2025 and\n\nending on the earlier of December 31, 2027 and the date of a consummation of a change in control (as defined in the\n\n2021 Plan), subject to Mr. Andrus’ continued service as of the applicable vesting date.\n\nTRAEGER, INC.\n\n40\n\n2026 Proxy Statement\n\nExecutive Compensation\n\nThe 2025 Restricted Shares and 2025 Performance Shares are subject to certain accelerated vesting provisions in\n\nconnection with change in control and a termination of Mr. Andrus without cause, for good reason, or by reason of death,\n\ndisability or a qualifying retirement, as described in the section titled “Andrus Award Treatment Upon Termination or\n\nChange in Control” below.\n\n2025 Performance-Based and Time-Based Restricted Stock Units\n\nThe following table sets forth the number of RSUs and PSUs granted to Messrs. Hord and Hardy (with PSUs shown\n\nat “target”):\n\nNamed Executive Officers\n\nRestricted Stock Units\n\nPerformance Stock Units (at target)\n\nMichael (Joey) Hord\n\n5,688\n\n4,550\n\nJim Hardy\n\n7,109\n\n7,109\n\nThe RSU awards vest as to one-third of the RSUs on each of the first three anniversaries of April 10, 2025, subject to the\n\napplicable executive’s continued service as of the applicable vesting date (the “2025 RSUs”).\n\nThe PSU awards are eligible to be earned from 0% to 150% of the target number of PSUs based upon our achievement\n\nof the same relative TSR goals and performance period that apply to Mr. Andrus’s 2025 Performance Shares (the\n\n“2025 PSUs”).\n\nThe 2025 RSUs and 2025 PSUs are subject to certain accelerated vesting provisions in connection with change in\n\ncontrol and a termination of the executive without cause, for good reason, or by reason of death, disability or a\n\nqualifying retirement, as described in the section titled “Hord and Hardy Award Treatment Upon Termination or Change\n\nin Control” below.\n\nAndrus 2022 Letter Agreement\n\nIn August 2022, we entered into a letter agreement with Mr. Andrus (the “2022 Letter Agreement”) that provided for the\n\naccelerated vesting of 2,075,455 unvested RSUs then-held by Mr. Andrus, and required Mr. Andrus to pay the withholding\n\ntax associated with the acceleration of the awards by cash or check, rather than by selling vested shares to cover the\n\ntax obligation.\n\nIn addition, the 2022 Letter Agreement imposes certain clawback rights intended to maintain the retention incentives of\n\nthe RSUs by mirroring their former vesting schedule. If Mr. Andrus experiences a termination of “service,” other than due\n\nto a “qualifying termination” (each, as defined in the award agreements), prior to an original vesting date of an RSU, he\n\nwill forfeit and return to the Company that number of shares of Common Stock that would not otherwise have vested\n\npursuant to the terms of the original award agreements or, if he has disposed of or transferred such shares, he will\n\ndeliver to the Company the corresponding value of those shares plus any gain realized in connection with such sale or\n\nother transfer.\n\nThe clawback rights imposed under the 2022 Letter Agreement lapsed in 2025 with respect to a portion of the RSUs,\n\nthat were accelerated under the 2022 Letter Agreement (i.e., reflecting what would have vested in August 2025 pursuant\n\nto their respective original vesting schedules). The clawback rights will lapse with respect to the remaining RSUs in\n\nAugust of 2026.\n\nTRAEGER, INC.\n\n41\n\n2026 Proxy Statement\n\nExecutive Compensation\n\nEXECUTIVE COMPENSATION ARRANGEMENTS\n\nOur named executive officers’ employment agreements in effect as of December 31, 2025 are described below.\n\nJeremy Andrus Amended & Restated Employment Agreement\n\nOn September 25, 2017, we entered into an amended and restated employment agreement with Mr. Andrus (the \"Andrus\n\nEmployment Agreement\"). Mr. Andrus’s employment agreement provides for base salary and participation in our standard\n\nbenefit plans. The employment agreement has an initial term of one year with automatic annual renewals unless any party\n\nprovides written notice of non-renewal at least 90 days in advance of the expiration of the then-current term.\n\nPursuant to the terms of Mr. Andrus’s employment agreement, if Mr. Andrus’s employment is terminated by us without\n\n“cause” or due to our decision not to renew Mr. Andrus’s employment term, or by Mr. Andrus for “good reason” (each, as\n\ndefined in his PSU award agreement), Mr. Andrus is entitled to receive (i) 12 months’ severance pay based on his base\n\nsalary rate on the date of such termination, and (ii) up to 12 months’ Company-paid health benefits continuation, in each\n\ncase subject to Mr. Andrus’s execution of a general release of claims in favor of our Company.\n\nUnder Mr. Andrus’s employment agreement, Mr. Andrus is subject to non-competition and employee and customer non-\n\nsolicitation covenants during the term of his employment and for one year thereafter. The employment agreement also\n\nincludes a standard invention assignment and confidential information covenant.\n\nJeremy Andrus Amended Side Letter\n\nPrior to April 2025, we were party to a letter agreement with Mr. Andrus pursuant to which Mr. Andrus had agreed, among\n\nother things, (i) to reduce his annual base salary to $0 until December 31, 2026 and (ii) to not be eligible to receive an\n\nannual bonus with respect to 2021 or for any period prior to December 31, 2026.\n\nOn April 10, 2025, we entered into an amended letter agreement with Mr. Andrus (the “Amended Letter Agreement”).\n\nThe Amended Side Letter provides:\n\n(i) effective January 1, 2025, Mr. Andrus will receive an annual base salary of $750,000;\n\n(ii) commencing with calendar year 2025, Mr. Andrus is eligible to participate in the Company’s annual bonus\n\nprograms, with a target annual bonus for 2025 equal to 150% of his annual base salary;\n\n(iii) Mr. Andrus is eligible to participate in the Company’s Executive Change in Control Severance Plan, which is\n\ndescribed in further detail in the section entitled, “CIC Severance Plan” below; provided, that, for purposes of\n\ndetermining his severance payments and benefits thereunder, the term “Cash Severance” will also include an\n\namount equal to 200% of his target annual bonus for the year in which the termination occurs; and\n\n(iv) Mr. Andrus is eligible to receive the severance payments and benefits set forth in the Andrus Employment\n\nAgreement, except that, upon his termination of employment (outside of a change in control context) without\n\n“cause”, for “good reason” or as a result of the Company’s non-extension of the employment term, he will be\n\nentitled to receive (A) an amount equal to the sum of his annual base salary plus target bonus, (B) an amount\n\nequal to his pro-rated target annual bonus, if any, for the year in which the termination occurs, and (C) an amount\n\n(the “COBRA Payment”) equal to the product obtained by multiplying (x) the monthly COBRA premium payment\n\npaid by Mr. Andrus for himself and his covered dependents by (y) 18 months (including a tax gross-up for the\n\nCOBRA Payment, which is intended to restore Mr. Andrus to the same position on an after-tax basis as he would\n\nhave been had he not incurred any tax liability with respect to the COBRA Payment).\n\nTRAEGER, INC.\n\n42\n\n2026 Proxy Statement\n\nExecutive Compensation\n\nMichael (Joey) Hord Offer Letter\n\nMr. Hord is employed pursuant to an employment offer letter entered into with our Company in February 2025 in\n\nconnection with his promotion to Chief Financial Officer, effective May 2, 2025. Mr. Hord’s offer letter provides for base\n\nsalary, annual target bonus eligibility, long-term incentive plan participation, a one-time equity award, relocation\n\nassistance, and participation in our standard benefit plans. Mr. Hord’s offer letter has no fixed term.\n\nMr. Hord is eligible to participate in our long-term incentive plan in the form of an annual equity-based compensation\n\naward as determined by our Board. The target aggregate dollar-denominated value of any such award is $800,000.\n\nMr. Hord received a one-time RSU award equivalent to approximately $100,000. The RSU award vests as to one-third of\n\nthe underlying RSUs on each of the first, second, and third anniversaries of the grant date, subject to Mr. Hord’s continued\n\nemployment through each applicable vesting date.\n\nUnder the Hord Offer Letter, Mr. Hord was entitled to reimbursement for certain relocation expenses in connection with\n\nthe relocation of his primary residence to Salt Lake City, relocation assistance, and reimbursement of up to $100,000 in\n\nhome sale closing costs, which reimbursements were grossed up for taxes. These reimbursements costs are subject to\n\npro-rated reimbursement by Mr. Hord if he voluntarily resigns within 12 months of his relocation.\n\nPursuant to the terms of his offer letter, Mr. Hord previously entered into a separate agreement pursuant to which\n\nhe is subject to non-competition and employee and customer non-solicitation covenants during the term of his\n\nemployment and for one year thereafter. The agreement also includes a standard invention assignment and confidential\n\ninformation covenant.\n\nAlthough not set forth in his offer letter, Mr. Hord is also eligible to participate in the Company’s Executive Change in\n\nControl Severance Plan, which is described in further detail in the section entitled, “CIC Severance Plan” below.\n\nJim Hardy Offer Letter\n\nMr. Hardy was employed pursuant to an employment offer letter entered into with our Company in connection with his\n\nhiring as our Chief Supply Chain Officer in March 2021, which was amended by the Hardy Letter Agreement in December\n\n2023 and superseded by the Hardy Separation Agreement in December 2025, each as further described below.\n\nMr. Hardy’s offer letter provided for base salary and participation in our standard benefit plans. Mr. Hardy’s offer letter had\n\nno fixed term. Mr. Hardy’s offer letter did not provide for severance in the event of a termination of his employment,\n\nhowever, Mr. Hardy was eligible to participate in the Company’s Executive Change in Control Severance Plan, which is\n\ndescribed in further detail in the section entitled, “CIC Severance Plan” below.\n\nPursuant to the terms of his offer letter, Mr. Hardy also entered into a separate agreement pursuant to which he is subject\n\nto non-competition and employee and customer non-solicitation covenants during the term of his employment and for one\n\nyear thereafter. The agreement also includes a standard invention assignment and confidential information covenant.\n\nJim Hardy Letter Agreement\n\nOn December 1, 2023, the Compensation Committee of our Board approved a letter agreement (the “Hardy Letter\n\nAgreement”) with Mr. Hardy that amended Mr. Hardy’s offer letter and set forth certain compensation and benefits that\n\nMr. Hardy became entitled to receive in connection with his appointment as President of Apption Labs Limited (d/b/a\n\nMEATER) and related relocation to the United Kingdom in 2023.\n\nUnder the Hardy Letter Agreement, Mr. Hardy was entitled to reimbursement for certain relocation expenses in connection\n\nwith the relocation of his primary residence to Leicester, United Kingdom. The Hardy Letter Agreement further provided\n\nthat Mr. Hardy was eligible to participate in employee benefit plans maintained for the benefit of our regular full-time\n\nTRAEGER, INC.\n\n43\n\n2026 Proxy Statement\n\nExecutive Compensation\n\nemployees in the United Kingdom. In addition, we provided United Kingdom and United States healthcare coverage for\n\nMr. Hardy and his spouse.\n\nThe Hardy Letter Agreement further provided that during the term of Mr. Hardy’s employment as President of Apption\n\nLabs Limited (d/b/a MEATER), Mr. Hardy was entitled to (i) reimbursement for business class air travel expenses in\n\nconnection with up to two round trips taken by Mr. Hardy and his spouse between Leicester, United Kingdom and the\n\nUnited States and (ii) receive certain tax equalization payments and tax return preparation assistance to the extent he\n\nreceives income, gains or benefits in connection with his employment that become taxable outside of the United States.\n\nJim Hardy Separation Agreement\n\nIn connection with the retirement of Mr. Hardy as the President of MEATER, Mr. Hardy and the Company’s subsidiary,\n\nTraeger Pellet Grills, LLC, entered into a separation agreement (as amended, the “Hardy Separation Agreement”), which\n\nwas amended on February 25, 2026, pursuant to which Mr. Hardy agreed to transition from his role as President of\n\nApption Labs Limited (d/b/a MEATER) to a non-executive advisory role at Traeger, Inc. (the “Company”), effective on\n\nDecember 31, 2025, through April 30, 2026, in order to facilitate a smooth and orderly transition of his responsibilities.\n\nDuring this period, Mr. Hardy will provide advisory and other services to the Company and will continue to receive his\n\nexisting compensation (other than eligibility to participate in the Company’s 2025 and 2026 annual bonus programs).\n\nAt the end of the Transition Period, he will be entitled to the retirement accelerated vesting of certain of his Company\n\nequity awards, consistent with the existing terms and conditions of the applicable awards.\n\nThe Hardy Separation Agreement requires Mr. Hardy to continue to comply with certain restrictive covenants, including\n\nnon-competition, non-solicitation and confidentiality, and includes a release of claims in favor of the Company and\n\nour affiliates.\n\nOTHER ELEMENTS OF COMPENSATION\n\nRetirement Plans\n\nWe currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who\n\nsatisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the\n\nsame terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their\n\ncompensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match\n\n100% of contributions made by participants in the 401(k) plan up to 4% of each employee's compensation, and these\n\nmatching contributions are fully vested as of the date on which the contribution is made. We believe that providing a\n\nvehicle for tax-deferred retirement savings though our 401(k) plan, and making fully vested matching contributions, adds\n\nto the overall desirability of our executive compensation package and further incentivizes our employees, including our\n\nnamed executive officers, in accordance with our compensation policies.\n\nEmployee Benefits and Perquisites\n\nAll of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare\n\nplans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term\n\nand long-term disability insurance, life insurance, and an employee assistance program.\n\nIn addition to the perquisites described above, in 2025 Mr. Hord was eligible to receive certain perquisites in connection\n\nwith his relocation to Salt Lake City, as described in the section entitled “Executive Compensation Arrangements—Hord\n\nOffer Letter” above. \n\nWe believe the perquisites described above are necessary and appropriate to provide a competitive compensation\n\npackage to our named executive officers.\n\nTRAEGER, INC.\n\n44\n\n2026 Proxy Statement\n\nExecutive Compensation\n\nTax Gross-Ups\n\nOther than the tax gross-up payment made to Mr. Hord in connection with the reimbursement of home sale closing costs,\n\nas described in the section entitled “Executive Compensation Arrangements—Hord Offer Letter” above, and the tax gross-\n\nup payment made to Mr. Hardy in connection with the reimbursement of tax equalization payments, as described in the\n\nsection entitled “Executive Compensation Arrangements—Jim Hardy Letter Agreement” above, we do not make gross-up\n\npayments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or\n\nperquisites paid or provided by us.\n\nTRAEGER, INC.\n\n45\n\n2026 Proxy Statement\n\nExecutive Compensation\n\nOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END\n\nThe following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan\n\nawards for our named executive officers as of December 31, 2025.  Certain of Mr. Andrus’s equity awards that vested\n\npursuant to his 2022 Letter Agreement are no longer outstanding and so are not included in the table below; however,\n\nas described in the section entitled “—Andrus 2022 Letter Agreement” above, they remain subject to clawback rights\n\nintended to maintain the retention incentives of these awards by mirroring the original vesting schedule.\n\nStock Awards\n\nName\n\nGrant Date\n\nNumber of\n\nShares of Stock\n\nThat Have Not\n\nVested\n\n(#)\n\nMarket Value of\n\nShares of Stock\n\nThat Have Not\n\nVested\n\n($)(1)\n\nEquity incentive plan\n\nawards: number of\n\nunearned shares,\n\nunits or other rights\n\nthat have not vested\n\n(#)\n\nEquity incentive plan\n\nawards: market or\n\npayout value of\n\nunearned shares,\n\nunits or other rights\n\nthat have not vested\n\n($)(1)\n\nJeremy Andrus\n\n4/10/2025\n\n11,373\n\n(2)\n\n614,142\n\n45,492(3)\n\n2,456,568\n\nMichael (Joey) Hord\n\n4/10/2025\n\n—\n\n—\n\n4,550(4)\n\n245,700\n\n4/3/2025\n\n5,688\n\n(5)\n\n307,152\n\n—\n\n—\n\n4/5/2024\n\n2,454\n\n(6)\n\n132,516\n\n1,682(6)\n\n90,828\n\n4/17/2023\n\n562\n\n(6)\n\n30,348\n\n—\n\n—\n\nJim Hardy\n\n4/10/2025\n\n—\n\n—\n\n7,109(5)\n\n383,886\n\n4/3/2025\n\n7,109\n\n(6)\n\n383,886\n\n—\n\n—\n\n9/12/2024\n\n1,708\n\n(7)\n\n92,232\n\n—\n\n—\n\n8/31/2023\n\n1,778\n\n(6)\n\n96,012\n\n—\n\n—\n\n1.Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on\n\nDecember 31, 2025, which was $54.00.\n\n2.Amount represents 2025 Restricted Shares that vest as to one-third (1/3) on each of the first, second, and third anniversaries of April 10, 2025, subject\n\nto Mr. Andrus’s continued service through the applicable vesting date. The amounts shown represent the number of Restricted Shares that remain\n\neligible to vest as of December 31, 2025. In addition, the 2025 Restricted Shares are subject to certain accelerated vesting provisions in connection\n\nwith change in control and a termination of Mr. Andrus without cause, for good reason, or by reason of death, disability or a qualifying retirement.\n\n3.Amount represents 2025 Performance Shares that remain outstanding as of December 31, 2025 and are eligible to vest based on the Company’s\n\nrelative TSR during the performance period beginning on January 1, 2025 and ending on the earlier of December 31, 2027 and the occurrence of a\n\nchange in control, subject to Mr. Andrus’s continued service.  In addition, the 2025 Performance Shares are subject to certain accelerated vesting\n\nprovisions in connection with change in control and a termination of Mr. Andrus without cause, for good reason, or by reason of death, disability or a\n\nqualifying retirement.\n\n4.Amount represents 2025 PSUs that remain outstanding as of December 31, 2025 and are eligible to vest based on the Company’s Relative TSR during\n\nthe performance period beginning on January 1, 2025 and ending on the earlier of December 31, 2027 and the occurrence of a change in control,\n\nsubject to the executive’s continued employment through such vesting date; provided that the 2025 PSUs are subject to certain accelerated vesting\n\nprovisions in connection with change in control and a termination of the executive without cause, for good reason, or by reason of death, disability or a\n\nqualifying retirement, as described in the section titled “Executive Compensation Arrangements-Equity Compensation” above.\n\n5.This RSU award vests as to one-third (1/3) of the underlying RSUs on each of the first, second, and third anniversaries of the grant date, subject to the\n\nexecutive’s continued employment through each applicable vesting date. The amounts shown represent the number of shares subject to the RSU\n\nawards that remain eligible to vest as of December 31, 2025.  In addition, the RSUs are subject to certain accelerated vesting provisions in connection\n\nwith change in control and a termination of the executive without cause, for good reason, or by reason of death, disability or a qualifying retirement.\n\n6.This RSU award vests as to one-third (1/3) of the underlying RSUs on each of the first, second, and third anniversaries of the grant date, subject to the\n\nexecutive’s continued employment through each applicable vesting date. The amounts shown represent the number of shares subject to the RSU\n\nawards that remain eligible to vest as of December 31, 2025.\n\n7.This RSU award vests as to one-third (1/3) of the underlying RSUs on each of the first, second, and third anniversaries of September 3, 2024, subject\n\nto the executive’s continued employment through the applicable vesting date. The amounts shown represent the number of shares subject to the RSU\n\nawards that remain eligible to vest as of December 31, 2025.\n\nTRAEGER, INC.\n\n46\n\n2026 Proxy Statement\n\nExecutive Compensation\n\nCIC SEVERANCE PLAN\n\nOn April 20, 2022, the Compensation Committee adopted the Executive Change in Control Severance Plan (the “CIC\n\nSeverance Plan”), which is intended to provide payment of cash severance and other benefits to our executives, including\n\nMessrs. Andrus and Hord, in the event of a qualifying termination of employment with us.\n\nUnder the CIC Severance Plan, in the event of a termination of an executive’s employment by us without “cause” or by the\n\nexecutive for “good reason” (as each such term is defined in the CIC Severance Plan), in either case, on or within 24\n\nmonths following a change in control (as defined in the 2021 Plan) the executive will be eligible to receive the following\n\npayments and benefits:\n\n•a cash payment equal to the sum of (i) an amount equal to 200% of the executive’s then-current annual base\n\nsalary, (ii) an amount equal to the executive’s pro-rated target annual bonus, if any, for the year in which the\n\ntermination occurs, and (iii) an amount (the “COBRA Payment”) equal to the product obtained by multiplying (x)\n\nthe monthly COBRA premium payment paid by the executive for himself or herself and his or her covered\n\ndependents by (y) 24 months, payable in lump sum 30 days following the date of termination;\n\n•a cash payment equal to the taxes incurred by the executive in connection with his or her receipt of the COBRA\n\nPayment, which is intended to restore the executive to the same position on an after-tax basis as he or she\n\nwould have been had he or she not incurred any tax liability with respect to the COBRA Payment; and\n\n•full accelerated vesting of outstanding equity awards granted under the 2021 Plan that vest solely based on the\n\npassage of time.\n\nAll severance payments and benefits under the CIC Severance Plan are subject to the executive’s execution and, to the\n\nextent applicable, non-revocation of a release of claims in favor of the Company at the time of the executive’s termination\n\nof employment, and the executive’s continued compliance with any applicable restrictive covenants. In addition, in the\n\nevent that any payment under the CIC Severance Plan, together with any other amounts paid to the executive by the\n\nCompany, would subject such executive to an excise tax under Section 4999 of the Internal Revenue Code, such\n\npayments will be reduced to the extent that such reduction would produce a better net after-tax result for the executive.\n\nAWARD TREATMENT UPON TERMINATION OR CHANGE IN CONTROL\n\nMr. Andrus holds the 2025 Restricted Shares and 2025 Performance Shares under our 2021 Plan, and Messrs. Hord\n\nand Hardy hold certain 2025 RSUs and 2025 PSUs under our 2021 Plan. Each of these awards is subject to certain\n\naccelerated vesting provisions in connection with a qualifying termination of employment, as described below.\n\nANDRUS AWARD TREATMENT UPON TERMINATION OR CHANGE\n\nIN CONTROL\n\nIf a change in control occurs, then:\n\n•(i) to the extent the 2025 Restricted Shares award is assumed in connection with such change in control, the\n\nRestricted Shares will remain outstanding and eligible to vest following the closing of such change in control, or\n\n(ii) to the extent such award is not assumed in connection with such change in control, 100% of any such 2025\n\nRestricted Shares will vest immediately prior to such change in control;\n\n•the number of 2025 Performance Shares that become earned will be determined based on the Company’s actual\n\nrelative TSR attained during the performance period; and\n\n•(i) to the extent assumed in connection with such change in control, any earned 2025 Performance Shares will\n\nconvert into a time-vesting award that will remain outstanding and eligible to vest on the third anniversary of the\n\ngrant date, subject to Mr. Andrus’s service, or (ii) to the extent such award is not assumed in connection with\n\nsuch change in control and/or Mr. Andrus experienced a qualifying termination of service prior to such\n\nTRAEGER, INC.\n\n47\n\n2026 Proxy Statement\n\nExecutive Compensation\n\nchange in control, 100% of any such earned 2025 Performance Shares will vest immediately prior to such\n\nchange in control.\n\nIf Mr. Andrus’s service is terminated by us without cause, or by Mr. Andrus for good reason (each as defined in his award\n\nagreement), in either case:\n\n•a number of 2025 Restricted Shares shall vest, subject to proration based on the number of days of Mr. Andrus’s\n\nservice during the vesting period; and\n\n•any 2025 Performance Shares that are earned as of such termination will vest, and any 2025 Performance\n\nShares that are not yet earned will remain outstanding and eligible to become earned based on relative\n\nTSR performance, subject to proration based on the number of days of Mr. Andrus’s service during the\n\nperformance period.\n\nIf Mr. Andrus’s service is terminated due to Mr. Andrus’s disability or qualifying retirement (each as defined in his\n\naward agreement):\n\n•then any then-unvested 2025 Restricted Shares will vest; and\n\n•any earned 2025 Performance Shares will vest and any remaining shares will continue to be eligible to become\n\nearned based on relative TSR performance.\n\nIf Mr. Andrus experiences a termination due to death:\n\n•any then-unvested 2025 Restricted Shares will vest;\n\n•any earned 2025 Performance Shares will vest; and\n\n•if such termination occurs during the 2025 Performance Shares’ performance period, 50% of the total number of\n\n2025 Performance Shares will vest.\n\nThe foregoing termination benefits are subject to Mr. Andrus’s timely execution and non-revocation of a general release of\n\nclaims, and continued compliance with customary restrictive covenants.\n\nIn addition, under the 2022 Letter Agreement, the Company has certain clawback rights with respect to the RSUs that\n\nbecame vested on August 31, 2022 pursuant to the 2022 Letter Agreement, which are intended to maintain the retention\n\nincentives of the RSUs by mirroring their former vesting schedule. In the event that Mr. Andrus experiences a termination\n\nof service, other than due to a qualifying termination, prior to an original vesting date of such RSU, Mr. Andrus will forfeit\n\nand return to the Company that number of shares of Common Stock that would not have vested pursuant to the terms of\n\nthe original award agreements or, if he has disposed of or transferred such shares, he will deliver to the Company the\n\ncorresponding value of those shares plus any gain realized in connection with such sale or other transfer.\n\nFor further details regarding the Andrus 2022 Letter Agreement, 2025 Performance Shares, and 2025 Restricted Shares,\n\nsee the section entitled “Equity Compensation” above.\n\nHORD AND HARDY AWARD TREATMENT UPON TERMINATION OR\n\nCHANGE IN CONTROL\n\nThe 2025 RSUs and 2025 PSUs are subject to change in control and termination vesting provisions that are substantially\n\nsimilar to those that apply to Mr. Andrus’s 2025 Restricted Shares and 2025 Performance Shares, respectively, except\n\nthat the target number of PSUs will vest upon the executive’s termination due to death during the PSU award’s\n\nperformance period.\n\nFor further details regarding the 2025 PSUs and 2025 RSUs, see the section entitled “Equity Compensation” above.\n\nTRAEGER, INC.\n\n48\n\n2026 Proxy Statement\n\nCERTAIN RELATIONSHIPS\n\nAND RELATED PERSON\n\nTRANSACTIONS\n\nPOLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS\n\nOur Board has adopted a written related person transaction policy that sets forth the following policies and procedures for\n\nthe review and approval or ratification of related person transactions. Under the policy, our legal team is primarily\n\nresponsible for developing and implementing processes and procedures to obtain information regarding related persons\n\nwith respect to potential related person transactions and then determining, based on the facts and circumstances, whether\n\nsuch potential related person transactions do, in fact, constitute related person transactions requiring compliance with the\n\npolicy. If our legal team determines that a transaction or relationship is a related person transaction requiring compliance\n\nwith the policy, our legal department is required to present to the Audit Committee all relevant known facts and\n\ncircumstances relating to the related person transaction. Our Audit Committee must review the relevant facts and\n\ncircumstances of each related person transaction, including if the transaction is on terms comparable to those that could\n\nbe obtained in arm’s length dealings with an unrelated third party, whether the transaction is inconsistent with the interest\n\nof the Company and its stockholders,  and the extent of the related person’s interest in the transaction, take into account\n\nthe conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics, and either\n\napprove or disapprove the related person transaction. If advance Audit Committee approval of a related person\n\ntransaction requiring the Audit Committee’s approval is not feasible, then the transaction may be preliminarily entered into\n\nby management upon prior approval of the transaction by the Chairperson of the Audit Committee subject to ratification of\n\nthe transaction by the Audit Committee at the Audit Committee’s next regularly scheduled meeting; provided, that if\n\nratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. If a\n\ntransaction was not initially recognized as a related person transaction, then upon such recognition the transaction will be\n\npresented to the Audit Committee for ratification at the Audit Committee’s next regularly scheduled meeting; provided, that\n\nif ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. Our\n\nmanagement will update the Audit Committee as to any material changes to any approved or ratified related person\n\ntransaction and will provide a status report at least annually of all then current related person transactions. No director\n\nmay participate in approval of a related person transaction for which he or she is a related person.\n\nRELATIONSHIPS AND TRANSACTIONS WITH DIRECTORS, EXECUTIVE\n\nOFFICERS AND SIGNIFICANT STOCKHOLDERS\n\nThe following are certain transactions, arrangements and relationships with our directors, executive officers and\n\nstockholders owning 5% or more of our outstanding Common Stock, or any member of the immediate family of any of\n\nthe foregoing persons, since January 1, 2024, other than equity and other compensation, termination, change in control\n\nand other arrangements, which are described above under “Executive Compensation” and “Executive Compensation-\n\nDirector Compensation.”\n\nTRAEGER, INC.\n\n49\n\n2026 Proxy Statement\n\nCertain Relationships and Related Person Transactions\n\nStockholders Agreement\n\nThe Stockholders Agreement grants the AEA Fund, OTPP and TCP the right, but not the obligation, to designate a\n\nnumber of individuals for election to our Board at any meeting of our stockholders (or consent in lieu of a meeting) at\n\nwhich directors are to be elected. Pursuant to the Stockholders Agreement, we are required to, among other things,\n\nnominate a number of individuals for election as our directors at any meeting of our stockholders (or consent in lieu of a\n\nmeeting) at which directors are to be elected, designated by the AEA Fund, OTPP and TCP, such that, upon the election\n\nof such individual and each other individual designated by or at the direction of our Board or a duly authorized committee\n\nof the board, as a director of our company, the number of:\n\n•AEA Designees serving as directors will be equal to (i) three (3) directors, if certain affiliates of the AEA Fund\n\ncontinue to beneficially own at least 20% of the aggregate number of shares of Common Stock outstanding\n\nimmediately following our IPO, (ii) two (2) directors, if certain affiliates of the AEA Fund continue to beneficially\n\nown less than 20% but at least 10% of the aggregate number of shares of Common Stock outstanding\n\nimmediately following our IPO, or (iii) one (1) director, if certain affiliates of the AEA Fund continue to beneficially\n\nown less than 10% but at least 5% of the aggregate number of shares of Common Stock outstanding\n\nimmediately following our IPO;\n\n•OTPP Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of OTPP continue\n\nto beneficially own at least 10% of the aggregate number of shares of Common Stock outstanding immediately\n\nfollowing our IPO, or (ii) one (1) director, if certain affiliates of OTPP continue to beneficially own less than\n\n10% but at least 5% of the aggregate number of shares of Common Stock outstanding immediately following\n\nour IPO; and\n\n•TCP Designees serving as directors will be equal to (i) two (2) directors, if certain affiliates of TCP continue to\n\nbeneficially own at least 10% of the aggregate number of shares of Common Stock outstanding immediately\n\nfollowing our IPO, or (ii) one (1) director, if certain affiliates of TCP continue to beneficially own less than 10% but\n\nat least 5% of the aggregate number of shares of Common Stock outstanding immediately following our IPO.\n\nEach of the AEA Fund, OTPP and TCP agrees to vote, or cause to vote, all of their outstanding shares of our Common\n\nStock (whether at a meeting or by consent), so as to cause the election of the AEA Designees, OTPP Designees and TCP\n\nDesignees, in each case to the extent that each or any of the AEA Fund, OTPP and TCP have exercised their right to\n\ndesignate individuals for election to the Board.\n\nIf the number of individuals that any of the AEA Fund, OTPP or TCP has the right to designate is decreased because of\n\nthe decrease in its ownership, then any corresponding AEA Designees, OTPP Designees or TCP Designees will\n\nimmediately tender his or her resignation for consideration by our Board and, if such resignation is requested by our\n\nBoard, such director shall resign within thirty (30) days of the date on which the relevant stockholder’s right to designate\n\nindividuals for election as our directors was decreased pursuant to the terms of the Stockholders Agreement.\n\nNotwithstanding the foregoing, a director may resign at any time regardless of the period of time left in his or her then\n\ncurrent term.\n\nIn addition, pursuant to the Stockholders Agreement, and subject to our Certificate of Incorporation and our Bylaws, for\n\nso long as the AEA Fund, OTPP and TCP collectively beneficially own at least 30% of the aggregate number of shares of\n\nCommon Stock outstanding immediately following our IPO, certain actions by us or any of our subsidiaries will require the\n\nprior written consent of each of the AEA Fund, OTPP and TCP so long as such stockholder is entitled to designate at\n\nleast two (2) directors for nomination to our Board. The actions that will require prior written consent, subject to the terms\n\nand conditions of the Stockholders Agreement, include: (i) change in control transactions, (ii) acquiring or disposing of\n\nassets or any business enterprise or division thereof for consideration in excess of $250.0 million in any single\n\ntransaction or series of transactions, (iii) increasing or decreasing the size of our Board or the board of directors of any\n\nof our subsidiaries, (iv) terminating the employment of our Chief Executive Officer or hiring a new chief executive officer,\n\nTRAEGER, INC.\n\n50\n\n2026 Proxy Statement\n\nCertain Relationships and Related Person Transactions\n\nand (v) initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving us or any of our\n\nsignificant subsidiaries.\n\nManagement Stockholders Agreement\n\nThe Management Stockholders Agreement requires us to, among other things, nominate Jeremy Andrus, our Chief\n\nExecutive Officer and Chairman of the Board, for election as a director at any applicable meeting of our stockholders\n\n(or consent in lieu of a meeting), for so long as Mr. Andrus serves in his capacity as our Chief Executive Officer or, if\n\nMr. Andrus is no longer serving as our Chief Executive Officer, until the earlier of (i) the termination of Mr. Andrus’s\n\nemployment by us or any of our subsidiaries for cause, and (ii) the date on which Mr. Andrus ceases to beneficially\n\nown greater than 2% of the shares of Common Stock then outstanding.\n\nIn addition, pursuant to the Management Stockholders Agreement, for so long as a Trigger Event has not occurred, upon\n\neach of the first, second and third consecutive vacancies on our Board resulting from a decrease in the number of AEA\n\nDesignees, OTPP Designees or TCP Designees pursuant to the terms of the Stockholders Agreement, Mr. Andrus will\n\nhave the right to designate the initial replacement director, and we will be required to nominate such individual for election\n\nas our director at the immediately succeeding applicable meeting of our stockholders (or consent in lieu of a meeting).\n\nIn the event that Mr. Andrus is no longer serving as our Chief Executive Officer and for so long as a Trigger Event has\n\nnot occurred, (i) any director designated by Mr. Andrus in accordance with the foregoing sentence shall satisfy the\n\nstandards of independence established for independent directors and the additional independence standards applicable\n\nto audit committee members established pursuant to Rule 10A-3 under the Exchange Act and shall not be an affiliate of\n\nMr. Andrus, and (ii) we will appoint Mr. Andrus as our Executive Chairman if he still serves on our Board.\n\nCoordination Agreement\n\nIn connection with our IPO, the Investors entered into a coordination agreement, dated as of July 28, 2021 (the\n\n“Coordination Agreement”). Pursuant to the Coordination Agreement, the Investors agree, subject to certain limited\n\nexceptions, to certain limitations on their ability to sell or transfer any shares of Common Stock. For example, the\n\nCoordination Agreement requires the Investors to make reasonable efforts to provide notice to the other Investors and to\n\ncoordinate their sales of Common Stock for certain transfers including, but not limited to (i) transfers by the Investors of\n\ntheir shares pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), (ii) distributions to\n\npartners, and (iii) tag-along rights regarding certain private sales of Common Stock. Any Investor may withdraw from the\n\nCoordination Agreement in the event such Investor holds less than three percent (3%) of the aggregate then-outstanding\n\nshares of our Common Stock.\n\nRegistration Rights Agreement\n\nIn connection with our IPO, we, the Investors and certain other stockholders entered into a registration rights agreement,\n\ndated as of July 28, 2021 (the “Registration Rights Agreement”). The Registration Rights Agreement provides the\n\nInvestors and certain other stockholders, under certain circumstances and subject to certain restrictions, with certain rights\n\nwith respect to the registration of their shares of Common Stock under the Securities Act, including customary demand\n\nand piggyback registration rights.\n\nOther Transactions\n\nWe outsource a portion of our customer service and support operations to a third party, which is owned in part by OTPP\n\nand TCP. The total amount of expenses associated with such services was $3.6 million for the year ended December 31,\n\n2025 and $5.3 million for the year ended December 31, 2024. The amount payable to the third party as of December 31,\n\n2025 was $0.7 million.\n\nTRAEGER, INC.\n\n51\n\n2026 Proxy Statement\n\nCertain Relationships and Related Person Transactions\n\nIndemnification Agreements\n\nOur Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to\n\ncertain exceptions contained in our Bylaws. In addition, our Amended and Restated Certificate of Incorporation provides\n\nthat our directors and officers will not be liable for monetary damages for breach of fiduciary duty to the fullest extent\n\npermitted by law.\n\nWe have entered into indemnification agreements with each of our executive officers and directors. The indemnification\n\nagreements provide the indemnities with contractual rights to indemnification, and expense advancement and\n\nreimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in\n\nthose agreements.\n\nThere is no pending litigation or proceeding naming any of our directors or officers for which indemnification is being\n\nsought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or\n\nexecutive officer.\n\nTRAEGER, INC.\n\n52\n\n2026 Proxy Statement\n\nSTOCKHOLDERS’ PROPOSALS\n\nStockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2027\n\nAnnual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our\n\nSecretary at our offices, 533 South 400 West, Salt Lake City, Utah 84101 in writing not later than December 28, 2026.\n\nStockholders intending to present a proposal at the 2027 Annual Meeting of Stockholders, but not to include the proposal\n\nin our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in\n\nour Bylaws. Our Bylaws require, among other things, that our Secretary receive written notice from the stockholder of\n\nrecord of their intent to present such proposal or nomination not less than 90 days nor more than 120 days prior to the\n\nanniversary of the preceding year’s annual meeting of the Company's stockholders. Therefore, we must receive notice of\n\nsuch a proposal or nomination for the 2027 Annual Meeting of Stockholders no earlier than February 9, 2027 and no later\n\nthan March 11, 2027. The notice must contain the information required by the Bylaws, a copy of which is available upon\n\nrequest to our Secretary. In the event that the date of the 2027 Annual Meeting of Stockholders is more than 30 days\n\nbefore or more than 60 days after June 9, 2027, then our Secretary must receive such written notice not later than the\n\nclose of business on the 90th day prior to the 2027 Annual Meeting or, if later, the close of business on 10th day following\n\nthe day on which public disclosure of the date of such meeting is first made by us.\n\nIn addition to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules,\n\nstockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must\n\nprovide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.\n\nWe reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not\n\ncomply with these or other applicable requirements.\n\nTRAEGER, INC.\n\n53\n\n2026 Proxy Statement\n\nREPORT OF THE AUDIT COMMITTEE\n\nOF THE BOARD OF DIRECTORS\n\nThe Audit Committee has the duties and powers described in its written charter adopted by the Board. The Audit\n\nCommittee met five times in 2025. A copy of the charter is available on Traeger’s website at investors.traeger.com.\n\nDuring 2025, the Audit Committee assisted the Board’s oversight and monitoring of:\n\n•Traeger’s financial statements and other financial information provided by Traeger to its stockholders and others;\n\n•compliance with legal, regulatory, and public disclosure requirements;\n\n•the independent auditors, including their qualifications and independence;\n\n•Traeger’s system of internal controls, including the internal audit function;\n\n•treasury and finance matters;\n\n•Traeger’s Cyber and Data Security plan;\n\n•Traeger's Generative Artificial Intelligence Tools Usage Policy;\n\n•risk assessment and risk management, including with respect to information and cybersecurity matters; and\n\n•the auditing, accounting, and financial reporting processes generally.\n\nThe Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or\n\ncertifiers of Traeger’s financial statements.\n\nThe Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work performed by\n\nTraeger’s independent registered public accounting firm, Ernst & Young LLP. In fulfilling its oversight responsibility, the\n\nAudit Committee carefully reviews the policies and procedures for the engagement of the independent registered public\n\naccounting firm, including the scope of the audit, audit fees, auditor independence matters, performance of the\n\nindependent auditors, and the extent to which the independent registered public accounting firm may be retained to\n\nperform non-audit services.\n\nErnst & Young LLP has served as Traeger’s independent registered public accounting firm since 2017 and rotates its lead\n\naudit engagement partner every five years. The Audit Committee is directly involved in the selection of the lead\n\nengagement partner.\n\nThe Audit Committee has reviewed the audited consolidated financial statements of Traeger for the fiscal year ended\n\nDecember 31, 2025 and has discussed these financial statements with management and Ernst & Young LLP. The Audit\n\nCommittee has also received from, and discussed with, Ernst & Young LLP various communications that such\n\nindependent registered public accounting firm is required to provide to the Audit Committee, including the matters\n\nrequired to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”)\n\nand the SEC.\n\nTraeger’s independent registered public accounting firm also provided the Audit Committee with a formal written\n\nstatement required by the applicable requirements of the PCAOB describing all relationships between the independent\n\nregistered public accounting firm and Traeger, including the disclosures required by the applicable requirements of the\n\nPCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee\n\nconcerning independence. In addition, the Audit Committee discussed with the independent registered public accounting\n\nfirm its independence from Traeger.\n\nTRAEGER, INC.\n\n54\n\n2026 Proxy Statement\n\nReport of the Audit Committee of the Board of Directors\n\nBased on its discussions with management and the independent registered public accounting firm, and its review of the\n\nrepresentations and information provided by management and the independent registered public accounting firm, the\n\nAudit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in\n\nTraeger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.\n\nWendy A. Beck (Chair)\n\nRaul Alvarez\n\nElizabeth C. Lempres\n\nTRAEGER, INC.\n\n55\n\n2026 Proxy Statement\n\nProposal 2\n\nRATIFICATION OF APPOINTMENT OF\n\nINDEPENDENT REGISTERED PUBLIC\n\nACCOUNTING FIRM\n\nThe Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the\n\nfiscal year ending December 31, 2026. Our Board has directed that this appointment be submitted to our stockholders\n\nfor ratification at the Annual Meeting. Although ratification of our appointment of Ernst & Young LLP is not required, we\n\nvalue the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate\n\ngovernance practice.\n\nErnst & Young LLP also served as our independent registered public accounting firm for the fiscal year ended\n\nDecember 31, 2025. Neither Ernst & Young LLP nor any of its members has any direct or indirect financial interest in or\n\nany connection with us in any capacity other than as our auditors, providing audit and non-audit services. A representative\n\nof Ernst & Young LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be\n\navailable to respond to appropriate questions from stockholders.\n\nIn the event that the appointment of Ernst & Young LLP is not ratified by the stockholders, the Audit Committee will\n\nconsider this fact when it appoints the independent auditors for the fiscal year ending December 31, 2027. Even if the\n\nappointment of Ernst & Young LLP is ratified, the Audit Committee retains the discretion to appoint a different independent\n\nauditor at any time if it determines that such a change is in the interest of the Company.\n\nINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND\n\nOTHER MATTERS\n\nThe following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm,\n\nbilled to us for each of the last two fiscal years for audit services and billed to us in each of the last two fiscal years for\n\nother services:\n\nFee Category\n\n2025\n\n($)\n\n2024\n\n($)\n\nAudit Fees(1)\n\n1,530,132\n\n1,482,625\n\nAudit-Related Fees\n\n—\n\n—\n\nTax Fees(2)\n\n4,650\n\n—\n\nAll Other Fees(3)\n\n2,000\n\n—\n\nTotal Fees\n\n1,536,782\n\n1,482,625\n\n1.Audit fees consisted of fees for professional services rendered in connection with the annual audit of our consolidated financial statements, the review\n\nof our quarterly condensed consolidated financial statements, consultations on accounting matters directly related to the audit,  registration statement\n\nfilings and issuance of consents and other matters.\n\n2.Tax fees consisted of fees for professional services conducted primarily for tax compliance services.\n\n3.All other fees includes subscription costs for an online accounting and research platform.\n\nTRAEGER, INC.\n\n56\n\n2026 Proxy Statement\n\nProposal 2\n\nAUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES\n\nThe Audit Committee has adopted a policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions\n\npursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-\n\napproved. The Pre-Approval Policy generally provides that we will not engage Ernst & Young LLP to render any audit,\n\naudit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit\n\nCommittee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in\n\nthe Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by Ernst & Young LLP has\n\nreceived general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or\n\nby a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-\n\napprovals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-\n\napproval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the\n\nSEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best\n\npositioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s\n\nbusiness, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the\n\nCompany’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no\n\none factor should necessarily be determinative. The Audit Committee may, on a periodic basis, review and generally pre-\n\napprove the services (and related fee levels or budgeted amounts) that may be provided by Ernst & Young LLP without\n\nfirst obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-\n\napproved services from time to time, based on subsequent determinations. The Audit Committee pre-approved all\n\nservices performed since the pre-approval policy was adopted.\n\nThe Board of Directors unanimously recommends a vote “FOR” the Ratification of the Appointment of\n\nErnst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending\n\nDecember 31, 2026.\n\nTRAEGER, INC.\n\n57\n\n2026 Proxy Statement\n\nAVAILABILITY OF ANNUAL REPORT\n\nON FORM 10-K\n\nA copy of Traeger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including financial\n\nstatements and schedules thereto but not including exhibits, as filed with the SEC, will be sent to any stockholder of\n\nrecord on April 13, 2026 without charge upon written request addressed to:\n\nTraeger, Inc.\n\nAttention: Secretary\n\n533 South 400 West\n\nSalt Lake City, Utah 84101\n\nA reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report\n\non Form 10-K at www.proxyvote.com. You also may access our Annual Report on Form 10-K for the fiscal year ended\n\nDecember 31, 2025 at investors.traeger.com.\n\nWHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE URGE YOU TO VOTE YOUR\n\nSHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS\n\nPROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND\n\nMAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL\n\nENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF\n\nFURTHER SOLICITATION.\n\nBy Order of the Board of Directors\n\nCourtland Astill\n\nGeneral Counsel & Corporate Secretary\n\nSalt Lake City, Utah\n\nApril 27, 2026\n\nTRAEGER, INC.\n\n58\n\n2026 Proxy Statement\n\nQUESTIONS AND ANSWERS\n\nABOUT THE ANNUAL MEETING\n\nOF STOCKHOLDERS\n\nWHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?\n\nThe Record Date for the Annual Meeting is April 13, 2026. You are entitled to vote at the Annual Meeting only if you were\n\na holder of record of Common Stock at the close of business on that date, or if you hold a valid proxy for the Annual\n\nMeeting. Each outstanding share of Common Stock is entitled to one vote on all matters presented at the Annual Meeting.\n\nAt the close of business on the Record Date, there were 2,768,821 shares of Common Stock outstanding and entitled to\n\nvote at the Annual Meeting.\n\nWHAT IS THE DIFFERENCE BETWEEN BEING A “RECORD HOLDER”\n\nAND HOLDING SHARES IN “STREET NAME”?\n\nA record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of\n\na bank or broker on a person’s behalf.\n\nAM I ENTITLED TO VOTE IF MY SHARES ARE HELD IN “STREET NAME”?\n\nYes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held\n\nin “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or\n\nbrokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial\n\nowner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is\n\nrequired to vote your shares in accordance with your instructions. If your shares are held in “street name” and you would\n\nlike to vote your shares online at the Annual Meeting, you should contact your bank or brokerage firm to obtain your 16-\n\ndigit control number or otherwise vote through the bank or brokerage firm.\n\nHOW MANY SHARES MUST BE PRESENT TO HOLD THE\n\nANNUAL MEETING?\n\nA quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting\n\nonline or by proxy, of the holders of a majority in voting power of the Common Stock issued and outstanding and entitled\n\nto vote on the Record Date will constitute a quorum.\n\nWHO CAN ATTEND THE ANNUAL MEETING?\n\nTraeger has decided to hold the Annual Meeting entirely online this year. You may attend the Annual Meeting online only\n\nif you are a Traeger stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual\n\nMeeting. You may attend and participate in the Annual Meeting by visiting the following website:\n\nwww.virtualshareholdermeeting.com/COOK2026. To attend and participate in the Annual Meeting, you will need the 16-\n\ndigit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your\n\nproxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit\n\ncontrol number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the\n\nAnnual Meeting as a “Guest,” but you will not be able to vote or ask questions as of the Record Date. The meeting\n\nwebcast will begin promptly at 8:30 a.m., Mountain Time. We encourage you to access the meeting prior to the start time.\n\nOnline check-in will begin at 8:15 a.m., Mountain Time, and you should allow ample time for the check-in procedures.\n\nTRAEGER, INC.\n\n59\n\n2026 Proxy Statement\n\nQuestions and Answers About the Annual Meeting of Stockholders\n\nWHAT IF A QUORUM IS NOT PRESENT AT THE ANNUAL MEETING?\n\nIf a quorum is not present at the scheduled time of the Annual Meeting, then either (i) the Chairperson of the Annual\n\nMeeting or (ii) a majority of the voting power of the stockholders entitled to vote thereon, present in person, or by remote\n\ncommunication, if applicable, or represented by proxy, shall have the power to adjourn the meeting.\n\nWHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET\n\nNOTICE OR MORE THAN ONE SET OF PROXY MATERIALS?\n\nIt means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please\n\nvote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials,\n\nplease submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing,\n\ndating and returning the enclosed proxy card in the enclosed envelope.\n\nHOW DO I VOTE?\n\nStockholders of Record. If you are a stockholder of record, you may vote:\n\n•by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet\n\nNotice or proxy card;\n\n•by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the\n\nproxy card;\n\n•by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by\n\nmail; or\n\n•Electronically at the Meeting—If you attend the meeting online, you will need the 16-digit control number included\n\nin your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote\n\nelectronically during the meeting.\n\nInternet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59\n\np.m., Eastern Time, on June 8, 2026. To participate in the Annual Meeting, including to vote via the Internet or telephone,\n\nyou will need the 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that\n\naccompanied your proxy materials.\n\nWhether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible\n\nto ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may\n\nstill decide to attend the Annual Meeting and vote your shares electronically.\n\nBeneficial Owners of Shares Held in “Street Name.” If your shares are held in “street name” through a bank or broker,\n\nyou will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your\n\nshares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain\n\nbanks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at\n\nthe Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote\n\nthrough the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,”\n\nbut you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. You will need\n\nto obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet.\n\nTRAEGER, INC.\n\n60\n\n2026 Proxy Statement\n\nQuestions and Answers About the Annual Meeting of Stockholders\n\nCAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?\n\nYes.\n\nIf you are a registered stockholder, you may revoke your proxy and change your vote:\n\n•by submitting a duly executed proxy bearing a later date;\n\n•by granting a subsequent proxy through the Internet or telephone;\n\n•by giving written notice of revocation to the Secretary of Traeger prior to the Annual Meeting; or\n\n•by voting online at the Annual Meeting.\n\nYour most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual\n\nMeeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy\n\nis voted or you vote online at the Annual Meeting.\n\nIf your shares are held in street name, you may change or revoke your voting instructions by following the specific\n\ndirections provided to you by your bank or broker, or you may vote online at the Annual Meeting by obtaining your 16-digit\n\ncontrol number or otherwise voting through the bank or broker.\n\nWHO WILL COUNT THE VOTES?\n\nA representative of Broadridge Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes.\n\nWHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?\n\nIf you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance\n\nwith the recommendations of the Board. The Board’s recommendations are indicated beginning on page [3](#iec462d4d6f5e4330a61b3375b37fde96_34) of this proxy\n\nstatement, as well as within the description of each proposal in this proxy statement.\n\nWILL ANY OTHER BUSINESS BE CONDUCTED AT THE ANNUAL\n\nMEETING?\n\nWe know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the\n\nstockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote\n\nyour shares in accordance with their best judgment.\n\nWHY HOLD A VIRTUAL MEETING?\n\nA virtual meeting enables increased stockholder attendance and participation because stockholders can participate from\n\nany location around the world. You will be able to attend the Annual Meeting online and submit your questions by visiting\n\nwww.virtualshareholdermeeting.com/COOK2026. You also will be able to vote your shares electronically at the Annual\n\nMeeting by following the instructions above.\n\nWHAT IF DURING THE CHECK-IN TIME OR DURING THE ANNUAL\n\nMEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING\n\nTHE VIRTUAL MEETING WEBSITE?\n\nWe will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting\n\nwebsite, and the information for assistance will be located on www.virtualshareholdermeeting.com/COOK2026.\n\nTRAEGER, INC.\n\n61\n\n2026 Proxy Statement\n\nQuestions and Answers About the Annual Meeting of Stockholders\n\nWILL THERE BE A QUESTION AND ANSWER SESSION DURING THE\n\nANNUAL MEETING?\n\nAs part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted\n\nonline during the meeting that are pertinent to the Company and the meeting matters, as time permits. Only stockholders\n\nthat have accessed the Annual Meeting as a stockholder (rather than as a “Guest”) by following the procedures outlined\n\nabove in “Who can attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each\n\nstockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will\n\nnot address questions that are, among other things:\n\n•irrelevant to the business of the Company or to the business of the Annual Meeting;\n\n•related to material non-public information of the Company, including the status or results of our business since\n\nour last Quarterly Report on Form 10-Q;\n\n•related to any pending, threatened or ongoing litigation;\n\n•related to personal grievances;\n\n•derogatory references to individuals or that are otherwise in bad taste;\n\n•substantially repetitious of questions already made by another stockholder;\n\n•in excess of the two question limit;\n\n•in furtherance of the stockholder’s personal or business interests; or\n\n•out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or\n\nSecretary in their reasonable judgment.\n\nAdditional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual\n\nMeeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than as a “Guest”) by\n\nfollowing the procedures outlined above in “Who can attend the Annual Meeting?”\n\nHOW MANY VOTES ARE REQUIRED FOR THE APPROVAL OF THE\n\nPROPOSALS TO BE VOTED UPON AND HOW WILL ABSTENTIONS AND\n\nBROKER NON-VOTES BE TREATED?\n\nProposal\n\nVotes required\n\nEffect of Votes Withheld /\n\nAbstentions and Broker Non-Votes\n\nProposal 1: Election of Directors\n\nThe plurality of the votes cast. This means\n\nthat the two (2) nominees receiving the\n\nhighest number of affirmative “FOR”\n\nvotes will be elected as Class II directors.\n\nVotes withheld and broker non-votes will\n\nhave no effect.\n\nProposal 2: Ratification of Appointment\n\nof Independent Registered Public\n\nAccounting Firm\n\nThe affirmative vote of the holders of a\n\nmajority in voting power of the votes\n\ncast (excluding abstentions and broker\n\nnon-votes).\n\nAbstentions and broker non-votes will\n\nhave no effect. We do not expect any\n\nbroker non-votes on this proposal.\n\nTRAEGER, INC.\n\n62\n\n2026 Proxy Statement\n\nQuestions and Answers About the Annual Meeting of Stockholders\n\nWHAT IS A “VOTE WITHHELD” AND AN “ABSTENTION” AND HOW WILL\n\nVOTES WITHHELD AND ABSTENTIONS BE TREATED?\n\nA “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the\n\nproposal regarding the ratification of the appointment of Ernst & Young LLP as our independent registered public\n\naccounting firm, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and\n\nabstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no\n\neffect on the election of directors. Abstentions have no effect on the ratification of the appointment of Ernst & Young LLP\n\nas our independent registered public accounting firm.\n\nWHAT ARE BROKER NON-VOTES AND DO THEY COUNT FOR\n\nDETERMINING A QUORUM?\n\nGenerally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted\n\nwith respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner\n\nand (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial\n\nowner on routine matters, such as the ratification of the appointment of Ernst & Young LLP as our independent registered\n\npublic accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent\n\ninstructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner\n\non non-routine matters, such as the election of directors. Broker non-votes count for purposes of determining whether\n\na quorum is present.\n\nWHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?\n\nWe plan to announce preliminary voting results at the Annual Meeting, and we will report the final results in a Current\n\nReport on Form 8-K, which we intend to file with the SEC after the Annual Meeting.\n\nWHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY\n\nMATERIALS RATHER THAN A FULL SET OF PROXY MATERIALS?\n\nIn accordance with the SEC rules, we have elected to furnish our proxy materials, including this proxy statement and the\n\nAnnual Report, primarily via the Internet rather than by mailing the materials to stockholders. The Notice of Internet\n\nAvailability of Proxy Materials provides instructions on how to access our proxy materials on the Internet, how to vote, and\n\nhow to request printed copies of the proxy materials. Stockholders may request to receive future proxy materials in printed\n\nform by following the instructions contained in the Notice of Internet Availability of Proxy Materials. We encourage\n\nstockholders to take advantage of the proxy materials on the Internet to reduce the costs and environmental impact of\n\nour Annual Meeting.\n\nTRAEGER, INC.\n\n63\n\n2026 Proxy Statement\n\nOTHER BUSINESS\n\nOur Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to\n\nabove and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come\n\nbefore the Annual Meeting, it is intended that holders of the proxies named on the Company’s proxy card will vote thereon\n\nin their discretion.\n\nTRAEGER, INC.\n\n64\n\n2026 Proxy Statement\n\nSOLICITATION OF PROXIES\n\nThe accompanying proxy is solicited by and on behalf of our Board, whose Notice of Annual Meeting is attached to this\n\nproxy statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail, proxies may be\n\nsolicited by personal interview, telephone, e-mail and facsimile by our directors, officers and other employees who will\n\nnot be specially compensated for these services. We will also request that brokers, nominees, custodians and other\n\nfiduciaries forward soliciting materials to the beneficial owners of shares held by the brokers, nominees, custodians and\n\nother fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities.\n\nCertain information contained in this proxy statement relating to the occupations and security holdings of our directors\n\nand officers is based upon information received from the individual directors and officers.\n\nStockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as\n\nand when filed by us with the SEC without charge from the SEC’s website at: www.sec.gov."}