Selling holders price SharkNinja (NYSE: SN) secondary share sale at $116

Rhea-AI Filing Summary

SharkNinja, Inc. reported that certain existing shareholders entered into an underwriting agreement to sell 5,500,000 ordinary shares, with a 30‑day option for underwriters to purchase up to an additional 825,000 shares, at an offering price of $116.00 per share, less underwriting discounts and commissions. The secondary offering, which closed on August 22, 2025, was conducted under an effective shelf registration statement on Form F‑3ASR with a related prospectus supplement.

The company clearly states it will not receive any proceeds from the sale of shares by the selling shareholders. The agreement with J.P. Morgan Securities LLC and BofA Securities, Inc. includes customary representations, warranties, covenants, indemnification provisions and termination rights typical for an underwritten equity offering.

Insights

Equity capital markets analyst

Large secondary sale by existing SharkNinja holders brings liquidity but no new capital to the company.

The event is a secondary offering in which JS&W Global Holding Limited Partnership and JS&W Capital Holding Limited Partnership sold 5,500,000 SharkNinja ordinary shares, with underwriters granted a 30‑day option for up to 825,000 additional shares, at $116.00 per share. Because the sale is by existing holders under an already effective shelf, it does not change the company’s capital-raising plans in this disclosure.

The company explicitly notes it will not receive proceeds from these sales, so cash balances and leverage are unaffected by this transaction based on the provided information. The presence of major underwriters J.P. Morgan and BofA, along with customary representations, covenants and indemnities, aligns this with standard large follow‑on offerings rather than a bespoke or highly structured deal.

The transaction closed on August 22, 2025, indicating that execution risk around bookbuild and settlement has already passed. Subsequent filings may provide additional context on post-transaction ownership levels of the selling shareholders, but the core effect here is increased trading float rather than new primary capital.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41754

SHARKNINJA, INC.
(Translation of registrant’s name into English)

89 A Street
Needham, MA 02494
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Explanatory Note

On August 20, 2025, SharkNinja, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as underwriters (together, the “Underwriters”), and JS&W Global Holding Limited Partnership and JS&W Capital Holding Limited Partnership (together, the “Selling Shareholders”) pursuant to which the Selling Shareholders agreed to sell an aggregate of 5,500,000 ordinary shares, par value $0.0001 per share, of the Company (“Ordinary Shares”), and granted the Underwriters a 30-day option to purchase up to an additional 825,000 Ordinary Shares, at an offering price of $116.00 per share, less underwriting discounts and commissions (collectively, the “Offering”). The Offering closed on August 22, 2025.

The Offering was made pursuant to an effective shelf registration statement on Form F-3ASR (Registration No. 333-289729) and a related prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission (the “SEC”).

The Company will not receive any proceeds from the sale of shares by the Selling Shareholders.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the parties, customary conditions to closing, indemnification obligations of the parties, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report on Form 6-K and is incorporated by reference herein.

The information contained in this report on Form 6-K of the Company is incorporated by reference into the Company’s Registration Statements on Form F-3ASR (File No. 333-289729) and into the Company’s Registration Statements on Form S-8 (File No. 333-273518 and No. 333-286263), filed with the SEC, to be a part thereof from the date on which this report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit		Description of Exhibit
1.1		Underwriting Agreement, dated as of August 20, 2025, by and among SharkNinja, Inc., J.P. Morgan Securities LLC and BofA Securities, Inc., as underwriters and the several shareholders listed in Schedule II thereto.
5.1		Opinion of Maples and Calder (Cayman) LLP.
23.1		Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1).

SIGNATURE

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, thereunto duly authorized.

	SHARKNINJA, INC.
	By:	/s/ Pedro J. Lopez-Baldrich
Date: August 22, 2025		Name: Pedro J. Lopez-Baldrich
		Title: Chief Legal Officer

FAQ

What did SharkNinja (SN) report in this Form 6-K?

SharkNinja reported that certain existing shareholders entered into an underwriting agreement with J.P. Morgan Securities LLC and BofA Securities, Inc. to sell 5,500,000 ordinary shares, with an option for underwriters to buy up to 825,000 additional shares, at an offering price of $116.00 per share.

How many SharkNinja shares were sold and at what price?

Selling shareholders agreed to sell 5,500,000 ordinary shares and granted underwriters a 30‑day option to purchase up to 825,000 additional shares, all at an offering price of $116.00 per share, less underwriting discounts and commissions.

Does SharkNinja receive any proceeds from this secondary offering?

No. SharkNinja states that it will not receive any proceeds from the sale of shares by the selling shareholders in this offering.

Who are the underwriters and selling shareholders in the SharkNinja transaction?

The underwriters are J.P. Morgan Securities LLC and BofA Securities, Inc.. The selling shareholders are JS&W Global Holding Limited Partnership and JS&W Capital Holding Limited Partnership.

Under which registration statement was the SharkNinja share sale conducted?

The offering was made under an effective shelf registration statement on Form F-3ASR (Registration No. 333-289729), using a related prospectus supplement and accompanying prospectus filed with the SEC.

When did the SharkNinja secondary offering close?

The secondary offering by the selling shareholders closed on August 22, 2025.

How is this Form 6-K incorporated into SharkNinja’s other SEC registrations?

SharkNinja states that this Form 6-K is incorporated by reference into its Form F-3ASR registration statement (File No. 333-289729) and its Form S-8 registration statements (File Nos. 333-273518 and 333-286263).