SN 10-K & 10-Q changes, risk factors and insider trading

Please refer to Part I, Item 1A. “Risk Factors"” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a description of certain significant risks and uncertainties to which our business, financial condition and results of operations are subject. No material change in the risk factors discussed in such Form 10-K has occurred.

SharkNinja is a global product design and technology company that creates innovative 5-star rated lifestyle solutions for consumers around the world. We have built two billion-dollar+ brands that drive strong growth and innovation across the 39 sub-categories in which we competecompeted today.as of June 30, 2026, having entered our 40th sub-category in July 2026. We have a proven track record of entering and establishing leadership positions by disrupting the market across household product categories, including Cleaning, Cooking and Beverage, Food Preparation, and Beauty and Home Environment.Environment Appliances. The Company has identified two operating segments, Domestic and International, based on geographic sales regions for which discrete financial information is available. Domestic consists of the United States and Canada, and International consists of markets outside the United States and Canada. The Company has determined that these two operating segments meet the aggregation criteria in ASC 280-10-50-11 and therefore are aggregated into one reportable segment. See “Note 3 - Segment Reporting” to our unaudited condensed consolidated financial statements found within Part I, Item 1 in this Quarterly Report on Form 10-Q for additional information.

The tariff environment has been and continues to be highly dynamic. On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v Trump that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs. Following the decision, the President terminated the additional duties previously imposed under IEEPA and, effective February 24, 2026, imposed a 10% global import surcharge on most imported goods under Section 122 of the Trade Act of 1974. The Section 122 surcharge is temporary and, by statute, is set to expireexpired on July 24, 2026, unlesswithout extendeda bycongressional an act of Congress.extension. The administration has publicly indicated its intention to pursue tariff actions under alternative authorities, including new investigations initiated under Section 301 of the Trade Act of 1974, which could result in successor tariff actions; however, the scope, timing, and rates of any such actions remain uncertain. Additionally, the Section 122 surcharge is subject to pending legal challenges, the outcome of which could affect its scope or duration. Tariffs previously imposed under Section 301 and Section 232, including on goods imported from China, remain in effect and are unaffected by the Supreme Court'sCourt’s ruling.

Gross profit reflects net sales less the cost of sales. Cost of sales primarily consists of the purchase cost of our products from third-party manufacturers, inbound freight costs, tariffs, product quality testing and inspection costs, the costs associated with receiving inventory into our warehouses, depreciation on molds and tooling that we own, warranty costs, damages, obsolescence and shrinkage costs and allocated overhead, including the service fee paid to JS Global for supply chain services.services under the Sourcing Services Agreement, which ended on July 31, 2025.

Our operating expenses consist of research and development, sales and marketing and general and administrative expenses. Advertising expenses are the most significant component of our operating expenses and consist of digital advertising, social media and other advertising. Personnel-related expenses are the second most significant component of operating expenses and consist of salaries and bonuses, share-based compensation and employee benefit costs. Our operating expenses also include allocated overhead. Overhead costs that are not substantially dedicated for use by a specific functional group are allocated based on headcount. Allocated overhead costs include shared costs associated with facilities, including rent and utilities and depreciation of property and equipment. We expect our operating expenses to increase on an absolute dollar basis for the foreseeable future as we continue to increase investments to support our growthgrowth, including through increasing staff levels, expanding research and development capabilities and greater marketing activities.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Our net sales increased by $190.2$320.6 million, or 15.6%,22.2%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The increase in net sales resulted from growth in Cleaning Appliances, Cooking and Beverage Appliances, and Beauty and Home Environment Appliances, Food Preparation Appliances and Cleaning Appliances.

•Cleaning Appliances net sales increased by $75.1$20.6 million, or 17.0%,4.1%, to $516.6$522.0 million in the three months ended MarchJune 31,30, 2026, compared to $441.4$501.5 million for the three months ended MarchJune 31,30, 2025. This increase was driven by the carpet extractor and cordedcordless vacuums sub-categories.

•Cooking and Beverage Appliances net sales increased by $68.7$133.3 million, or 19.8%,36.5%, to $414.6$499.0 million in the three months ended MarchJune 31,30, 2026, compared to $345.9$365.7 million for the three months ended MarchJune 31,30, 2025. This increase was driven by sales of our Ninja Luxe Café espresso machine and the strength of the Ninja Crispi.

•Food Preparation Appliances net sales decreasedincreased by $9.9$53.8 million, or 3.3%,13.3%, to $287.5$458.6 million in the three months ended MarchJune 31,30, 2026, compared to $297.4$404.8 million for the three months ended MarchJune 31,30, 20252025. This increase was driven by declines in our frozen drinks sub-category, partially offset by strong growth in our blending sub-category.

•Beauty and Home Environment Appliances net sales increased by $56.3$112.9 million, or 40.8%,65.3%, to $194.1$285.8 million in the three months ended MarchJune 31,30, 2026, compared to $137.9$172.9 million for the three months ended MarchJune 31,30, 2025. This increase was driven by continued strength of our skincare and fan product portfolio.portfolios.

Geographically, Domestic net sales increased by $70.9$153.4 million, or 8.4%,15.5%, for the three months ended MarchJune 31,30, 20262026, compared to the three months ended MarchJune 31,30, 2025. This increase was driven by growth within existing categories and the success of new product categories. International net sales increased by $119.3$167.2 million, or 31.6%,36.6%, for the three months ended MarchJune 31,30, 20262026, compared to the three months ended MarchJune 31,30, 2025. This increase was driven by continued globalsuccess expansionwithin and the successful introduction of existing productcore categories into new international markets.markets and consistent growth in our key international countries.

Our gross profit increased by $91.7$152.2 million, or 15.2%,21.5%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025.

Our gross margin decreased by 1030 basis points for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The decrease in gross margin was primarily driven by the cost pressures related to tariffs in the U.S. market, unfavorable foreign currency, and increased retailer activations, partially offset by cost optimization efforts, favorable shifts in our categories and channels, and a decline in the amounts owed under a contractual sourcing service fee paid to JS Global for supply chain services, which ended July 31, 2025.

Research and development expenses increased by $11.3$19.9 million, or 12.9%,22.3%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. This increase was primarily driven by an increase of $4.5$13.2 million in prototypes and testing costs, incremental personnel-related expenses of $2.2 million driven byreflecting increased headcount to support new product categories and new market expansion, an increase of $1.9 million in professional and consulting fees, and an increase of $1.3$3.5 million in technologyprototypes costsand associatedtesting with cloud computing solutions.costs.

Sales and marketing expenses increased by $39.6$83.8 million, or 14.4%,23.4%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. This increase was primarily attributable to increases of $16.6$26.2 million in delivery and distribution costs, driven by higher volumes andvolumes, changes in product mix,mix $8.9and higher fuel costs, $20.7 million in advertising-related expenses, $19.9 million in personnel-related expenses to support new product launches and expansion into new markets, and $8.2$8.8 million in advertising-relatedcredit expenses.card processing and merchant fees, and $2.6 million in product sample costs to support marketing and social commerce initiatives.

General and administrative expenses increased by $21.3$37.7 million, or 22.4%,40.8%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. This increase was driven by an increase of $20.9$30.3 million in personnel-related expenses, primarily due to a $13.2$22.6 million increase in share-based compensation, as well as an increase of $2.6$5.1 million in legalprofessional and consulting fees. These were partially offset by a decrease of $2.8 million in technology costs.

Interest expense, net decreased by $6.0$5.9 million, or 47.7%,42.7%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. This decrease was primarily due to an increase in interest income of $2.8$2.1 million resulting from larger cash balances compared to prior year, a $1.8 million decrease in interest expense on our term loans,loan, which was driven by principal payments made throughout the year, and a $0.8$1.1 million decrease in interest expense on our revolving credit facility, primarily due to no outstanding borrowings for the three months ended MarchJune 31,30, 2026.

Other (expense) income, net changed by $23.6$33.8 million, or 178.2%,130.0%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The decreasechange was primarily attributable to changes inunrealized foreign currency yearlosses overresulting year.from the remeasurement of U.S. Dollar-denominated intercompany balances, driven by the movement in the British Pound exchange rate during the period.

Provision for income taxes decreased by $1.6$7.4 million, or 5.7%,17.9%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. Our effective tax rate (“ETR”) was 17.7%20.7% and 19.0%22.8% of our income before income taxes for the three months ended MarchJune 31,30, 2026 and 2025, respectively. This decrease in the ETR iswas primarily driven by a tax benefit recognized during the quarter in connection with the Company’s purchase of transferable income tax credits, as well as changes in the geographic mix of earnings and applicable tax rates.

(2)Adjusted for gross profit impact from a voluntary product recall that was recognized during the threesix months ended MarchJune 31,30, 2026 and the three and six months ended June 30, 2025.

(3)Represents amortization of acquired intangible assets that we do not consider normal recurring operating expenses, as the intangible assets relate to JS Global’s acquisition of our business. We exclude amortization charges for these acquisition-related intangible assets for purposes of calculating Adjusted Operating Income, although revenue is generated, in part, by these intangible assets, to eliminate the impact of these non-cash charges that are significantly impacted by the timing and valuation of JS Global’s acquisition of our business, as well as the inherent subjective nature of purchase price allocations. Of the amortization of acquired intangible assets, $0.9 million for the three months ended MarchJune 31,30, 2026 and 20252025, and $1.8 million for the six months ended June 30, 2026 and 2025, was recorded to research and development expenses, and $4.0 million for the three months ended MarchJune 31,30, 2026 and 20252025, and $7.9 million for the six months ended June 30, 2026 and 2025, was recorded to sales and marketing expenses.

(5)Adjusted for operating income impact from a voluntary product recall that was recognized during the threesix months ended MarchJune 31,30, 2026 and the three and six months ended June 30, 2025.

(4)Represents amortization of acquired intangible assets that we do not consider normal recurring operating expenses, as the intangible assets relate to JS Global’s acquisition of our business. We exclude amortization charges for these acquisition-related intangible assets for purposes of calculating Adjusted NetOperating Income, although revenue is generated, in part, by these intangible assets, to eliminate the impact of these non-cash charges that are significantly impacted by the timing and valuation of JS Global’s acquisition of our business, as well as the inherent subjective nature of purchase price allocations. Of the amortization of acquired intangible assets, $0.9 million for the three months ended MarchJune 31,30, 2026 and 20252025, and $1.8 million for the six months ended June 30, 2026 and 2025, was recorded to research and development expenses, and $4.0 million for the three months ended MarchJune 31,30, 2026 and 20252025, and $7.9 million for the six months ended June 30, 2026 and 2025, was recorded to sales and marketing expenses.

(6)Adjusted for net income impact from a voluntary product recall that was recognized during the threesix months ended MarchJune 31,30, 2026 and the three and six months ended June 30, 2025.

(7)Represents the income tax effects of the adjustments included in the reconciliation of net income to Adjusted Net Income determined using the tax rate of 22%22.4% for the three and six months ended MarchJune 31,30, 2026 and 23.3% for the three and six months ended June 30, 2025, respectively, which approximates our ETR, excluding certain share-based compensation costs and separation and distribution-related costs that are not tax deductible.

(5)Adjusted for the Adjusted EBITDA impact from a voluntary product recall that was recognized during the threesix months ended MarchJune 31,30, 2026 and the three and six months ended June 30, 2025.

Our principal sources of liquidity are our cash and cash equivalents, cash generated from operations and our revolving credit facility (“2023 Revolving Facility”). Our principal uses of cash have been investing in international expansion, new product development, working capital, repayment of debt, and repurchases of our ordinary shares. As of MarchJune 31,30, 2026, our principal sources of liquidity were cash and cash equivalents of $511.8$779.8 million and our available balance of $489.1$489.8 million under our 2023 Revolving Facility. Our cash and cash equivalents consist primarily of cash on deposits with banks.

We have lease obligations and other contractual obligations and commitments as part of our ordinary course of business. See “Note 8 - DebtOperating Leases,” “Note 9 - Debt,” and “Note 910 - Commitments and Contingencies” to our unaudited condensed consolidated financial statements found within Part I, Item 1 in this Quarterly Report on Form 10-Q for information regarding our contractual obligations. We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements involving commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons that have or are reasonably likely to have a material current or future effect on our business, financial condition, results of operations, liquidity, cash requirements or capital resources.

In July 2023, we entered into a credit agreement (“2023 Credit Agreement”), which provides for an $810.0 million term loan facility (the “2023 Term Loan”) and a $500.0 million 2023 Revolving Facility. As of MarchJune 31,30, 2026, we had $729.0$718.9 million debt outstanding under the 2023 Credit Agreement. See "“Note 89 –- Debt"” to our unaudited condensed consolidated financial statements found within Part I, Item 1 in this Quarterly Report on Form 10-Q for further information regarding the 2023 Credit Agreement.

No amounts were outstanding on the 2023 Revolving Facility as of December 31, 2025 or MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, $10.9$10.2 million of letters of credit were outstanding, resulting in an available balance of $489.1$489.8 million under the 2023 Revolving Facility.

The Company is required to meet certain financial covenants customary with this type of agreement, including, but not limited to, maintaining a maximum ratio of indebtedness and a minimum specified interest coverage ratio. As of MarchJune 31,30, 2026, the Company was in compliance with the covenants under the 2023 Credit Agreement.

Net cash usedprovided inby operating activities for the threesix months ended MarchJune 31,30, 2026 of $156.3$275.5 million was primarily related to our net income of $121.5$251.3 million, adjusted for non-cash charges of $61.0$138.8 million and net cash outflows of $338.8$114.6 million from changes in our operating assets and liabilities. Non-cash charges primarily consisted of depreciation and amortization of $38.4$78.4 million, and share-based compensation of $30.3$77.5 million and non-cash lease expenses of $11.1 million, offset by deferred income tax of $10.1$26.3 million. The main drivers of the net cash outflows derived from the changes in operating assets and liabilities were related to aan decreaseincrease in accrued expenses and other liabilitiesinventories of $335.9 million, a decrease in accounts payable of $97.3$141.3 million, an increase in prepaid expenses and other assets of $75.1$92.8 million, ana increasedecrease in inventoriesaccrued expenses and other liabilities of $34.4$23.8 million, and a decrease in operating lease liabilities of $5.5$10.8 million and a decrease in tax payable of $8.2 million, partially offset by an increase in accounts payable of $88.5 million and a decrease in accounts receivable of $182.2$73.7 millionmillion. The increases in inventories and anaccounts increasepayable primarily reflect inventory purchases in tax payableadvance of $27.2the million.peak holiday selling season in the third and fourth quarters.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 of $54.9$63.9 million was primarily related to our net income of $117.8$257.4 million, adjusted for non-cash charges of $43.3$90.9 million and net cash outflows of $216.0$412.2 million from changes in our operating assets and liabilities. Non-cash charges primarily consisted of depreciation and amortization of $31.9$67.0 million, share-based compensation of $11.5$22.4 million, non-cash lease expenses of $5.0$9.9 millionmillion, provision for excess and obsolete inventory of $7.4 million, provision for credit losses of $3.2$3.4 million and other non-cash adjustments of $2.1 million, offset by deferred income tax of $9.2$21.3 million. The main drivers of the net cash outflows derived from the changes in operating assets and liabilities were related to aan decreaseincrease in accrued expenses and other liabilitiesinventories of $204.6 million, a decrease in accounts payable of $156.1$124.7 million, an increase in prepaid expenses and other assets of $62.9$111.1 million, a decrease in accrued expenses and other liabilities of $94.5 million, a decrease in accounts payable of $61.2 million, an increase in inventories of $62.9 million, partially offset by a decrease in accounts receivable of $237.4$8.8 millionmillion, anda an increasedecrease in tax payable of $33.9$6.6 million and a decrease in operating lease liabilities of $5.3 million.