S-8

As filed with the Securities and Exchange Commission on March 7, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TRAEGER, INC.

(Exact name of registrant as specified in its charter)

Delaware	82-2739741
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

533 South 400 West
Salt Lake City, Utah	84101
(Address of Principal Executive Offices)	(Zip Code)

2021 Incentive Award Plan

(Full Title of the Plan)

Jeremy Andrus

Chief Executive Officer

533 South 400 West

Salt Lake City, Utah 84101

(Name and address of agent for service)

(801) 701-7180

(Telephone number, including area code, of agent for service)

Copies to:

Courtland Astill	Stelios G. Saffos
General Counsel	Shayne Kennedy
533 South 400 West	Ian D. Schuman
Salt Lake City, Utah 84101	Ross McAloon
(801) 701-7180	Latham & Watkins LLP
	1271 Avenue of the Americas
	New York, New York 10020
	(212) 906-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Traeger, Inc. (the “Registrant”) for the purpose of registering an additional 6,293,265 shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), issuable under the Traeger, Inc. 2021 Incentive Award Plan (the “2021 Plan”), as a result of the operation of an automatic annual increase provision therein, for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

The contents of the Registration Statement on Form S-8 (File Nos. 333-258374, 333-263920and 333-270631), filed with the Securities and Exchange Commission, relating to the 2021 Plan, are incorporated herein by reference.

Item 8.Exhibits.

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	Date	Number	Filed Herewith
4.1	Amended and Restated Certificate of Incorporation of Traeger, Inc.	8-K	08/03/21	3.1
4.2	Amended and Restated Bylaws of Traeger, Inc.	8-K	08/30/23	3.1
4.3	Form of Certificate of Common Stock	S-1/A	07/21/21	4.1
5.1	Opinion of Latham & Watkins LLP				*
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1)				*
23.2	Consent of Ernst & Young LLP, independent registered public accounting firm				*
24.1	Power of Attorney (included on signature page)				*
99.1	Traeger, Inc. 2021 Incentive Award Plan	10-K	03/28/22	10.2
99.2	Form of Performance-Vesting Restricted Stock Unit Award Agreement (Andrus IPO Award) under 2021 Incentive Award Plan	S-1/A	07/21/21	10.9
99.3	Form of Restricted Stock Unit Award Agreement (Andrus IPO Award) under 2021 Incentive Award Plan	S-1/A	07/21/21	10.10
99.4	Form of Performance-Vesting Restricted Stock Unit Award Agreement (IPO Awards) under 2021 Incentive Award Plan	S-1/A	07/21/21	10.11
99.5	Form of Restricted Stock Unit Award Agreement under 2021 Incentive Award Plan	S-1/A	07/21/21	10.12
99.6	Traeger, Inc. Deferred Compensation Plan	S-1/A	07/21/21	10.13
99.7	Form of Restricted Stock Unit Award Agreement (Deferred RSUs) under 2021 Incentive Award Plan	S-1/A	07/21/21	10.14
99.8	Form of Option Award Agreement under 2021 Incentive Award Plan	S-1/A	07/21/21	10.15
99.9	Performance-Based Restricted Stock Agreement by and between Traeger, Inc. and Jeremy Andrus, dated April 13, 2023	10-Q	05/10/23	10.1
107.1	Filing Fee Table				*

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Salt Lake City, State of Utah, on this 7th day of March, 2024.

Traeger, Inc.
By:	/s/ Jeremy Andrus
	Jeremy Andrus
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Jeremy Andrus, Dominic Blosil and Courtland Astill, and each of them, with full power of substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Jeremy Andrus	Director and Chief Executive Officer (Principal Executive Officer)	March 7, 2024
Jeremy Andrus
/s/ Dominic Blosil	Chief Financial Officer (Principal Financial and Accounting Officer)	March 7, 2024
Dominic Blosil
/s/ Raul Alvarez	Director	March 7, 2024
Raul Alvarez
/s/ Wendy A. Beck	Director	March 7, 2024
Wendy A. Beck
/s/ Martin Eltrich	Director	March 7, 2024
Martin Eltrich

/s/ James Ho	Director	March 7, 2024
James Ho
/s/ Daniel James	Director	March 7, 2024
Daniel James
/s/ Elizabeth C. Lempres	Director	March 7, 2024
Elizabeth C. Lempres
/s/ James Manges	Director	March 7, 2024
James Manges
/s/ Wayne Marino	Director	March 7, 2024
Wayne Marino
/s/ Steven Richman	Director	March 7, 2024
Steven Richman
/s/ Harjit Shoan	Director	March 7, 2024
Harjit Shoan

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Traeger, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.0001 per share	Rule 457(c) and Rule 457(h)	6,293,265 (2)	$2.10 (3)	$	13,215,856.50	$147.60 per $1,000,000	$	1,950.67
Total Offering Amounts					$	13,215,856.50		$	1,950.67
Total Fee Offsets (4)								—
Net Fee Due								$	1,950.67

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Consists of an additional 6,293,265 shares of common stock issuable under the Traeger, Inc. 2021 Incentive Award Plan (the “2021 Plan”) pursuant to the terms of the 2021 Plan.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of Traeger, Inc.’s (the “Registrant”) common stock as reported on The New York Stock Exchange on March 5, 2024.

(4) The Registrant does not have any fee offsets.

EX-5.1

Exhibit 5.1

1271 Avenue of the Americas
New York, New York 10020-140
Tel: +1.212.906.1200 Fax: +1.212.751.486
www.lw.com
FIRM / AFFILIATE OFFICES
Austin     Moscow
Beijing     Munich
Boston     New York
Brussels     Orange County
Century City Paris
Chicago     Riyadh
Dubai     San Diego
Düsseldorf     San Francisco
Frankfurt     Seoul
Hamburg     Shanghai
Hong Kong     Silicon Valley
Houston     Singapore
London     Tel Aviv
Los Angeles     Tokyo
Madrid     Washington, D.C.
Milan

March 7, 2024

Traeger, Inc.

533 South 400 West

Salt Lake City, Utah 84101

Re:     Registration Statement on Form S-8

To the addressee set forth above:

We have acted as special counsel to Traeger, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 6,293,265 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share, which may be issued pursuant to the Company’s 2021 Incentive Award Plan (the “2021 Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectuses, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the 2021 Plan, assuming in each case that the individual issuances, grants or awards under the 2021 Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the 2021 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable

March 7, 2024

Page 2

notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) related to the registration of an additional 6,293,265 shares of the Registrant’s common stock pertaining to the 2021 Incentive Award Plan of Traeger, Inc. of our report dated March 7, 2024, with respect to the consolidated financial statements of Traeger, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Salt Lake City, UT

March 7, 2024