Form SCHEDULE 13G/A Traeger, Inc. Filed by: ONTARIO TEACHERS PENSION PLAN BOARD
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Traeger, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
ONTARIO TEACHERS PENSION PLAN BOARD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
493,861.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
18.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Based on 2,745,030 shares of common stock outstanding which is based on 137,251,532 shares of common stock outstanding as of March 6, 2026, as reported in Traeger, Inc.'s (the "Company") Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 6, 2026, and gives effect to the 1-for-50 reverse stock split effected by the Company on March 17, 2026, as disclosed in its Form 8-K filed with the SEC on March 17, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
2594868 Ontario Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
493,861.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
18.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Based on 2,745,030 shares of common stock outstanding which is based on 137,251,532 shares of common stock outstanding as of March 6, 2026, as reported in the Company's Form 10-K filed with the SEC on March 6, 2026, and gives effect to the 1-for-50 reverse stock split effected by the Company on March 17, 2026, as disclosed in its Form 8-K filed with the SEC on March 17, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Traeger, Inc. | |
| (b) | Address of issuer's principal executive offices:
533 South 400 West, Salt Lake City, UT, 84101 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) ONTARIO TEACHERS PENSION PLAN BOARD ("OTPP"); and
(ii) 2594868 ONTARIO LTD, a wholly-owned subsidiary of OTPP ("2594868," and together with OTPP, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
Both Reporting Persons: 160 Front Street West, Suite 3200 Toronto, Ontario, M5J 0G4. | |
| (c) | Citizenship:
Both Reporting Persons are incorporated under the laws of the Province of Ontario, Canada. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
493,861
The reported securities are beneficially owned by the Reporting Persons.
Mr. Greg Nielsen ("Mr. Nielsen") and Mr. Christian Dunn ("Mr. Dunn") may be deemed to have power to dispose of the shares held by 2594868 because of a delegation of authority from the President and Chief Executive Officer of OTPP to Mr. Nielsen and Mr. Dunn and because of a delegation of authority to the President and Chief Executive Officer of OTPP from the Board of Directors of OTPP. Mr. Nielsen and Mr. Dunn expressly disclaim beneficial ownership of such shares that are held by or may be acquired by the Reporting Persons. | |
| (b) | Percent of class:
18.0 %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
493,861 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
493,861 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Consistent with the disclosure in the latest Form S-1 filed with the SEC on July 27, 2021, the Reporting Persons are filing the Amendment to clarify that the Reporting Persons, AEA TGP HOLDCO LP ("AEA") and TCP TRAEGER HOLDINGS SVP LLC ("TCP") and entities affiliated with AEA and TCP are members of a "group" as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended with respect to the Company's common stock.
Please refer to AEA's and TCP's Schedule 13G filing for additional information with respect to AEA and TCP's beneficial ownership of Company's common stock. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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