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 |
