Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 12, 2024, YETI Holdings, Inc. (the "Company") entered into an accelerated share repurchase agreement (the "ASR Agreement") with Goldman Sachs & Co. LLC (the "Counterparty") to repurchase $100 million of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Company is funding the share repurchases under the ASR Agreement with existing cash on hand.

Under the terms of the ASR Agreement, the Company will make a payment of $100 million to the Counterparty on November 14, 2024, and expects to receive on the same day initial delivery of approximately 1.9 million shares of Common Stock. The final number of shares to be repurchased by the Company under the ASR Agreement will be based on the volume-weighted average stock price of the Common Stock during the term of the ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. At settlement, under certain circumstances, the Counterparty may be required to deliver additional shares of Common Stock to the Company, or under certain circumstances, the Company may be required to deliver shares of Common Stock or to make a cash payment, at its election, to the Counterparty. The final settlement under the ASR Agreement is scheduled to occur in the first quarter of 2025, subject to earlier termination under certain limited circumstances, as set forth in the ASR Agreement.

The ASR Agreement contains customary terms for these types of transactions, including, but not limited to, the mechanisms to determine the number of shares or the amount of cash that will be delivered at settlement, the required timing of delivery of the shares, the specific circumstances under which adjustments may be made to the transaction, the specific circumstances under which the transaction may be terminated prior to the scheduled maturity and various acknowledgements, representations and warranties made by the Company.

From time to time, the Counterparty or its affiliates may have engaged and may engage in the future, in investment or commercial banking transactions with the Company for which such Counterparty has received, or may receive, customary compensation, fees and expense reimbursement.