YETI (YETI) 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 2020

YETI Holdings, Inc.

(Exact name of registrant as specified in its charter)

7601 Southwest Parkway

Austin, Texas 78735

(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code): (512) 394-9384

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On May 28, 2020, YETI Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Goldman Sachs & Co. LLC (the “Underwriter”), and the selling stockholders named in Schedule B to the Underwriting Agreement (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell 6,067,125 shares of the Company’s common stock, par value $0.01 per share ( “Common Stock”), to the Underwriter at a price to the public of $32.65 per share (the “Offering”). The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the Offering.

The Offering was made pursuant to a prospectus supplement, dated May 28, 2020, to the prospectus, dated May 28, 2020, which was included in the Company’s shelf registration statement on Form S-3 (File No. 333-238744), filed with the Securities and Exchange Commission (the “Commission”) on May 28, 2020, that became effective upon filing with the Commission.

The Underwriting Agreement contains the terms and conditions for the sale by the Selling Stockholders of the shares of Common Stock to the Underwriter, customary representations, warranties and covenants by the Company and Selling Stockholders, indemnification and contribution obligations by each of the parties to the Underwriting Agreement, and other terms and conditions customary in agreements of this type.

The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

On June 1, 2020, the Selling Stockholders completed the Offering by selling 6,067,125 shares of Common Stock to the Underwriter at a price of $32.32 per share.

Upon the completion of the Offering, Cortec Group Fund V, L.P. and its affiliates no longer beneficially own 5% or more of the outstanding shares of Common Stock. As a result, the Stockholders Agreement dated as of October 24, 2018 by and among the Company and the parties named therein, which was previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-227578) filed on September 27, 2018, automatically terminated in accordance with its terms.

(d) Exhibits.

The following exhibits are being furnished as part of this report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.