Item 1.01 Entry into a Material Definitive Agreement.

On May 11, 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 15,000,000 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 $28.20 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 11, 2020, to the prospectus, dated May 11, 2020, which was included in the Company's shelf registration statement on Form S-3 (File No. 333-238147), filed with the Securities and Exchange Commission (the "Commission") on May 11, 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.




 Item 8.01 Other Events.

On May 13, 2020, the Selling Stockholders completed the Offering by selling 15,000,000 shares of Common Stock to the Underwriter at a price of $28.015 per share.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.

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





Exhibit No.   Description
  1.1           Underwriting Agreement, dated May 11, 2020, by and among YETI
              Holdings, Inc., the Underwriter and the Selling Stockholders
104           The cover page from this Current Report on Form 8-K formatted in
              Inline XBRL

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