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August 22, 2023
Dominic Blosil
Chief Financial Officer
Traeger, Inc.
1215 E Wilmington Ave.
Suite 200
Salt Lake City, UT 84106
Re:Traeger, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Form 8-K
Filed March 16, 2023
File No. 001-40694
Dear Dominic Blosil:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Macroeconomic Conditions, page 53
1.We note your disclosure that macroeconomic pressures have resulted in a decline in your
revenue in 2022 and that such pressures persisted through the first two quarters of 2023.
We also note your disclosure indicating that supply chain constraints have led to higher
product component and freight costs which appear to have contributed to reduced
customer demand for your products.  In future annual and quarterly filings, please provide
more robust disclosures that quantify the impact these factors had on your results of
operations during each period presented.  Please also revise future filings to address the
steps you are taking, if any, to mitigate these negative factors, including whether
mitigating efforts may introduce new material risks, including those related to product

 FirstName LastNameDominic Blosil
 Comapany NameTraeger, Inc.
 August 22, 2023 Page 2
 FirstName LastName
Dominic Blosil
Traeger, Inc.
August 22, 2023
Page 2
quality or reliability.
Results of Operations, page 56
2.Your disclosure indicates that revenue from grills decreased by $188.8 million year over
year due to lower unit volume, partially offset by a higher average selling price.
Please revise future annual and quarterly filings to quantify the impact that changes in unit
volume and average selling price had on revenue during the each period presented.  In
addition, revise future annual and quarterly filings to provide a more comprehensive
explanation of the reasons for changes in unit volume.  This comment is also applicable to
your disclosure and discussion of changes in revenue related to consumables and
accessories.
Liquidity and Capital Resources
Cash Flows from Operating Activities, page 60
3.Please revise future annual and quarterly filings to provide a more informative discussion
and analysis of cash flows from operating activities, specifically address the factors that
resulted in changes in working capital components during each period presented.  In doing
so, explain the underlying reasons for and implications of material changes between
periods to provide investors with an understanding of trends and variability in cash flows
and to ensure your disclosures are not merely a recitation of changes evident from your
financial statements.  Refer to Item 303(a) of Regulation S-K and SEC Release No. 33-
8350.
Critical Accounting Policies and Estimates
Valuation of Goodwill and Acquired Intangible Assets
Goodwill, page 64
4.We note you recorded a $222 million goodwill impairment charge during the year ended
December 31, 2022 and the remaining goodwill balance at December 31, 2022 is $78
million which could result in an additional material charge if it is also determined to
be impaired.  Please refer to Item 303(b)(3) of Regulation S-K and expand your
disclosures in future filings to address the following:
•provide a more detailed description of the key assumptions you used to estimate fair
value, including how the key assumptions were determined;
•discuss the degree of uncertainty associated with the key assumptions, including
material changes in the key assumptions during the periods presented;
•describe the potential events and/or changes in circumstances that could result in
additional impairment charges; and
•disclose the percentage by which your estimated fair value exceeds your
carrying value as of the date of your most recent impairment test.

 FirstName LastNameDominic Blosil
 Comapany NameTraeger, Inc.
 August 22, 2023 Page 3
 FirstName LastName
Dominic Blosil
Traeger, Inc.
August 22, 2023
Page 3
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-7
5.In regard to the payment of acquisition related contingent consideration, please explain to
us, and clarify in future filings, the difference between the amount included in the
statement of cash flows and the amount included in your footnote disclosure on page F-31.
Form 8-K Filed March 16, 2023
Exhibit 99.1
Reconciliations of and Other Information Regarding Non-GAAP Financial Measures , page 13
6.In regard to the adjustment for Non-routine legal expenses, please tell us the specific
nature of the expenses you excluded and explain to us how you identify routine and non-
routine legal expenses.  Although legal expenses may vary period to period, it appears to
us they are a normal operating expense necessary to operate your business.  Please more
fully explain to us why you believe adjusting non-GAAP performance measures for cash
operating costs that are necessary to operate your business is appropriate based on the
guidance in Question 100.01 of the Division of Corporation Finance’s Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures or tell us how you plan to
revise your non-GAAP performance measures in future filings.
7.We refer to your presentation of Adjusted net income (loss).  Please tell us, and revise
future filings to more clearly explain, how the income tax effects are calculated and how
you determined they comply with Question 102.11 of the Division of
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures which requires non-GAAP financial measures to include current and deferred
income tax expense commensurate with the non-GAAP measure of profitability.  Please
specifically explain the reasons for minimal tax effects in periods you reported GAAP
losses but non-GAAP adjusted net income, for example FY 2021 and interim periods in
FY 2023 and FY 2022.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mindy Hooker at (202) 551-3732 or Anne McConnell at (202) 551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing