YETI Holdings, Inc. (Exact Name of Registrant As Specified in Its Charter)
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Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on February 18, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YETI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 45-5297111 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 7601 Southwest Parkway Austin, Texas 78735 (512) 394-9384 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Matthew J. Reintjes President and Chief Executive Officer, Director YETI Holdings, Inc. 7601 Southwest Parkway Austin, Texas 78735 (512) 394-9384 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Bryan C. Barksdale John-Paul Motley, Esq. Senior Vice President, General Counsel and Secretary Robert Plesnarski, Esq. YETI Holdings, Inc. O'Melveny & Myers LLP 7601 Southwest Parkway 400 South Hope Street Austin, Texas 78735 Los Angeles, CA 90071 Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act: Large accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o 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 7(a)(2)(B) of Securities Act. o CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Each Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered Unit Price Registration Fee Common Stock, par value $0.01 per share 17,250,000 shares(1) $34.34(2) $592,365,000(2) $76,888.98(3) (1) This registration statement registers 17,250,000 shares of common stock, par value $0.01 per share, of YETI Holdings, Inc. (the "Registrant"). This registration statement also relates to an indeterminate number of additional shares of common stock which may be issued with respect to such shares of common stock by way of stock splits, stock dividends, reclassifications or similar transactions. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act and based on the average of the high and low prices of the Registrant's common stock on February 12, 2020 as reported on the New York Stock Exchange. (3) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended, by multiplying the proposed maximum aggregate offering price of the securities offered by the fee payment rate in effect on the date of fee payment. Table of Contents PROSPECTUS YETI Holdings, Inc. 17,250,000 Shares of Common Stock Offered, from time to time, by the Selling Stockholders From time to time in one or more offerings, the selling stockholders identified in this prospectus may offer and sell up to 17,250,000 shares of our common stock. The selling stockholders acquired the shares of common stock offered by this prospectus in a private placement. We are registering the offer and sale of the shares of common stock by the selling stockholders to satisfy registration rights that we granted to the selling stockholders. The registration of these shares of our common stock does not necessarily mean that any of our common stock will be sold by the selling stockholders. We will not receive any proceeds from the resale of shares of common stock, from time to time in one or more offerings, by the selling stockholders, but we have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the common stock by the selling stockholders, except that we will not bear any brokers' or underwriters' discounts and commissions, fees and expenses of counsel to underwriters or brokers, transfer taxes or transfer fees relating to the sale of shares of our common stock by the selling stockholders. This prospectus provides a description of the common stock the selling stockholders may offer. Each time the selling stockholders sell common stock, we, or parties acting on our behalf, will provide a prospectus supplement and/or free writing prospectus that will contain specific information about the terms of that offering and the common stock being sold in that offering. The applicable prospectus supplement and/or free writing prospectus may also add, update or change information contained in this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement or free writing prospectus, you should rely on the information in the prospectus supplement or free writing prospectus. You should carefully read this prospectus and any prospectus supplement and free writing prospectus accompanying this prospectus, together with any documents incorporated by reference herein or therein, before you invest in our common stock. Our common stock is listed on the New York Stock Exchange (the "NYSE") under the symbol "YETI." On February 14, 2020, the last reported sale price of our common stock on the NYSE was $32.84 per share. Investment in any securities offered by this prospectus involves a high degree of risk. Please read carefully the section entitled "Risk Factors" on page 2 of this prospectus, the "Risk Factors" section contained in the applicable prospectus supplement and/or free writing prospectus and the risk factors included and incorporated by reference in this prospectus or the applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is February 18, 2020. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii WHERE YOU CAN FIND MORE INFORMATION iv INCORPORATION BY REFERENCE v FORWARD-LOOKING STATEMENTS vi YETI HOLDINGS, INC. 1 RISK FACTORS 2 USE OF PROCEEDS 3 DESCRIPTION OF CAPITAL STOCK 4 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS WITH SELLING STOCKHOLDERS 9 SELLING STOCKHOLDERS 12 PLAN OF DISTRIBUTION 15 LEGAL MATTERS 18 EXPERTS 18 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the "SEC") as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), utilizing a "shelf" registration or continuous offering process. Under this shelf registration process, the selling stockholders may, from time to time in one or more offerings, sell up to 17,250,000 shares of common stock, at prices and on terms to be determined by market conditions at the time of the offering. This prospectus provides you with a general description of the common stock the selling stockholders may offer. Each time the selling stockholders sell common stock pursuant to the registration statement of which this prospectus forms a part, we, or parties acting on our behalf, will provide a prospectus supplement and/or free writing prospectus that will contain specific information about the terms of that offering and the common stock being sold in that offering. The applicable prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement or free writing prospectus, you should rely on the information in the prospectus supplement or free writing prospectus. You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by or on behalf of us or to which we have referred you.