sharkninja-20260417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☒			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under § 240.14a-12

SHARKNINJA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required

☐			Fee paid previously with preliminary materials

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR

April [●], 2026

To the Shareholders of SharkNinja, Inc.:

We are pleased to invite you to attend the 2026 annual general meeting (the “Annual General Meeting”) of SharkNinja, Inc. (the “Company”) to be held at the Company’s offices at 89 A Street, Needham, MA, 02494 and virtually at: www.virtualshareholdermeeting.com/SN2026, on June 18, 2026, at 8:00 a.m. Eastern Time. The Annual General Meeting will be in a hybrid format, allowing participation both in-person and online through a live webcast.

Details regarding admission to the Annual General Meeting and the business to be conducted at the Annual General Meeting are described in the accompanying Notice of 2026 Annual General Meeting and proxy statement (the “Proxy Statement”).

Your vote is important. Whether or not you plan to attend the Annual General Meeting, we hope you will vote as soon as possible. You may vote using one of the methods described in the accompanying Proxy Statement so that your shares will be represented at the meeting. Submitting your proxy or voting instructions by any of these methods will not affect your right to participate in the meeting, either virtually or in person, if you wish to do so.

Thank you for your ongoing support of and continued interest in SharkNinja, Inc.

Sincerely,

Mark Barrocas

Chief Executive Officer and Director

TABLE OF CONTENTS


			Page
MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR			i
NOTICE OF 2026 ANNUAL GENERAL MEETING			1
QUESTIONS AND ANSWERS			2
PROPOSAL 1 – APPOINTMENT OF DIRECTORS			8
CORPORATE GOVERNANCE			11
EXECUTIVE LEADERSHIP			15
EXECUTIVE OFFICER COMPENSATION			16
COMPENSATION COMMITTEE REPORT			25
EXECUTIVE COMPENSATION TABLES			26
DIRECTOR COMPENSATION			37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			38
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			40
DELINQUENT SECTION 16(a) REPORTS			43
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			44
AUDIT COMMITTEE REPORT			46
PROPOSAL 3 – ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			47
PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			48
PROPOSAL 5 – APPROVAL OF AN AMENDMENT AND RESTATEMENT TO OUR MEMORANDUM AND ARTICLES OF ASSOCIATION			49
ADDITIONAL INFORMATION			51
APPENDIX A			1
ANNEX A			1

SHARKNINJA, INC.

89 A Street

Needham, MA 02494

NOTICE OF 2026 ANNUAL GENERAL MEETING

TO BE HELD ON JUNE 18, 2026

To the Shareholders of SharkNinja, Inc.:

NOTICE IS HEREBY GIVEN that the 2026 annual general meeting of the Company (the “Annual General Meeting”) of SharkNinja, Inc., an exempted company incorporated in the Cayman Islands, (the “Company”) will be held at the Company’s offices at 89 A Street, Needham, MA, 02494 and virtually at: www.virtualshareholdermeeting.com/SN2026, on June 18, 2026, at 8:00 a.m. Eastern Time.

The Annual General Meeting will be held for the purpose of considering and, if thought fit, passing and approving the following proposals:

1.As an ordinary resolution, to re-appoint seven (7) directors, each to serve for a term ending at the annual general meeting of the Company to be held in 2027 or until such person resigns or is removed in accordance with the terms of the Company’s Amended and Restated Memorandum and Articles of Association;

2.As an ordinary resolution, to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.As an ordinary resolution, to approve, on a non-binding advisory basis, the compensation of our named executive officers;

4.As an ordinary resolution, to select, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; and

5.As a special resolution, to approve an Amendment and Restatement of the Company’s Amended and Restated Memorandum and Articles of Association.

Shareholders also will consider and act upon such other business as may properly come before the Annual General Meeting or any continuation, postponement or adjournment thereof.

These items of business are more fully described in the proxy statement accompanying this notice.

The Board of Directors of the Company (the “Board”) has fixed the close of business on April 22, 2026 as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of, vote at, and attend the Annual General Meeting or any continuation, postponement, or adjournment thereof. No person shall be entitled to vote at the Annual General Meeting unless it is registered as a shareholder of the Company as of the Record Date.

Please see the “Questions and Answers” section in the accompanying proxy statement for more details.


By Order of the Board of Directors
/s/ CJ Xuning Wang

Chairperson of the Board of Directors

April [●], 2026

Your vote is important. Whether or not you expect to attend the Annual General Meeting, we encourage you to read this Proxy Statement and vote over the Internet, by telephone, by requesting and mailing your proxy card as soon as possible, so that your shares may be represented at the Annual General Meeting. For specific instructions on how to vote your shares, please refer to the section titled “Questions and Answers” beginning on page 2 of the Proxy Statement and the instructions on the Notice of Internet Availability.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL GENERAL MEETING TO BE HELD ON JUNE 18, 2026. THIS PROXY STATEMENT, THE NOTICE OF INTERNET AVAILABILITY, AND THE 2025 ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.

SHARKNINJA, INC.

PROXY STATEMENT

2026 Annual General Meeting

to be held on June 18, 2026

QUESTIONS AND ANSWERS

Our Board is soliciting proxies for our Annual General Meeting to be held on June 18, 2026 at 8:00 a.m., Eastern Time. The Annual General Meeting will be held at the Company’s offices at 89 A Street, Needham, MA, 02494 and virtually at: www.virtualshareholdermeeting.com/SN2026.

As used in this Proxy Statement, references to “we,” “us,” “our,” “SharkNinja,” and the “Company” refer to SharkNinja, Inc. and our consolidated subsidiaries.

On or about April [●], 2026, we first mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials online or in printed form.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, websites referenced in this Proxy Statement is not intended to be incorporated by reference into this Proxy Statement, and references to our website address in this Proxy Statement are inactive textual references only.

Why did I receive a Notice of Internet Availability of Proxy Materials?

In accordance with Securities and Exchange Commission (“SEC”) rules, instead of mailing a printed copy of our proxy materials, we may send a Notice of Internet Availability of Proxy Materials to shareholders. All shareholders as of the Record Date will have the ability to access the proxy materials on a website referred to in the Notice or to request a printed set of these materials at no charge. You will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice directs shareholders to a website where they can access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), and view instructions on how to vote via the Internet, mobile device, or by proxy card. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual General Meeting, and help conserve natural resources.

Who is entitled to vote?

Only the holders of record of the ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) as of the close of business on the Record Date are entitled to receive notice of, vote at, and attend the Annual General Meeting and any continuation, postponement, or adjournment thereof. No person shall be entitled to vote at the Annual General Meeting unless it is registered as a shareholder of the Company as of the Record Date. As of the close of business on the Record Date, [●] Ordinary Shares were issued and outstanding. Each Ordinary Share issued and outstanding as of the Record Date is entitled to one vote at the Annual General Meeting.

What matters am I voting on?

The following items will be voted upon at the Annual General Meeting:

•Proposal 1: As an ordinary resolution, the re-appointment of seven directors, each to serve for a term ending at the annual general meeting of the Company to be held in 2027 or until such person resigns or is removed in accordance with the terms of the Company’s Amended and Restated Memorandum and Articles of Association;

•Proposal 2: As an ordinary resolution, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

•Proposal 3: As an ordinary resolution, the approval, on a non-binding advisory basis, of the compensation of our named executive officers;

•Proposal 4: As an ordinary resolution, the selection, on a non-binding advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers; and

•Proposal 5: As a special resolution, the approval of an Amendment and Restatement of our Amended and Restated Memorandum and Articles of Association.

Shareholders also will consider and act upon such other business as may properly come before the Annual General Meeting or any continuation, postponement or adjournment thereof.

What are the recommendations of our Board?

The Board recommends that you vote:

•Proposal 1: “FOR” the re-appointment of the seven director nominees named in this Proxy Statement;

•Proposal 2: “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

•Proposal 3: “FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers;

•Proposal 4: “ONE YEAR” as the frequency of future advisory votes on the compensation of our named executive officers; and

•Proposal 5: “FOR” the Amendment and Restatement of our Amended and Restated Memorandum and Articles of Association.

How do I vote?

Each ordinary resolution to be put to vote at the Annual General Meeting, with the exception of Proposal 4, will be approved by a simple majority of the votes cast, by or on behalf of, the shareholders who, being entitled to do so, are present, in person or by proxy, and vote at the Annual General Meeting. For Proposal 4, the option that receives the greatest number of votes, by or on behalf of, the shareholders who, being entitled to do so, are present, in person or by proxy, and vote at the Annual General Meeting will constitute the shareholders’ non-binding selection with respect to the frequency of future advisory votes to approve the compensation of our named executive officers. Each special resolution to be put to vote at the Annual General Meeting will be approved by at least two-thirds of the shareholders who, being entitled to do so, are present, in person or by proxy, and vote at the Annual General Meeting.

Voting via the Internet or by mobile device helps save money by reducing postage and proxy tabulation costs. Each of these voting methods is available 24 hours per day, seven days per week. To vote by any of these methods, read this Proxy Statement, have your Notice or proxy card in hand, and follow the instructions set forth in the Notice or proxy card, as the case may be.

Proxies submitted by registered shareholders and street name shareholders (whether by Internet or by returning the proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on June 17, 2026 to ensure your representation at the Annual General Meeting.

If you own Ordinary Shares of record and you do not vote by Internet, mobile device, in person or by proxy, or at the Annual General Meeting, your shares will not be voted.

The manner in which your shares may be voted depends on how your shares are held.

•Registered Shareholders. If our Ordinary Shares are registered directly in your name with our transfer agent, you are considered the shareholder of record with respect to those shares and the Notice was provided to you directly by us. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual General Meeting. Registered shareholders attending the Annual General Meeting in person will be given a ballot upon request.

•Street Name Shareholders. If our Ordinary Shares are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name”, and the

Notice was forwarded to you by your broker or nominee, who is considered to be the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual General Meeting. However, since a beneficial owner is not the shareholder of record, you may not vote your Ordinary Shares live at the Annual General Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank, or other nominee will provide a voting instruction form for you to use. Duly appointed proxy holders attending the Annual General Meeting in person will be given a ballot upon request.

How do I attend the 2026 Annual General Meeting?

The Annual General Meeting will be held at the Company’s offices at 89 A Street, Needham, MA, 02494 and virtually at: www.virtualshareholdermeeting.com/SN2026, on June 18, 2026, at 8:00 a.m. Eastern Time. Any shareholder wishing to attend the Annual General Meeting must register in advance. Shareholders will have the opportunity to ask questions at the Annual General Meeting during designated periods.

To register for and attend the Annual General Meeting, please follow these instructions, as applicable:

•In person: If you plan to attend the Annual General Meeting in person, please note that attendance will be limited to shareholders as of the Record Date. Each shareholder may be asked to present valid photo identification, such as a driver’s license or passport. Shareholders holding shares in brokerage accounts or by a bank or other nominee may be required to show a brokerage statement or account statement reflecting share ownership as of the Record Date.

•Virtually: In order to attend and participate in the Annual General Meeting virtually, you will need to visit www.virtualshareholdermeeting.com/SN2026 and you will be required to enter the 15-digit control number included on your Notice, on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials to access the meeting. If you are the beneficial owner of shares held in “street name” (that is, you hold your shares through a broker, bank or other holder of record), you must register in advance to gain access to the Annual General Meeting and obtain a proxy issued in your name from that holder of record in order to vote your shares or ask questions during the Annual General Meeting. You may also vote online during the Annual General Meeting by following the instructions provided on the meeting website during the Annual General Meeting. To vote virtually at the Annual General Meeting, visit www.virtualshareholdermeeting.com/SN2026 and log in using the aforementioned information.

How are proxies solicited for the Annual General Meeting?

We will pay the cost of soliciting proxies for the Annual General Meeting. We may solicit by mail, telephone, personal contact, and electronic means and arrangements are made with brokerage houses and other custodians, nominees, and fiduciaries to send the Notice, and if requested, the proxy materials, to shareholders. Upon request, we will reimburse them for their reasonable expenses. In addition, our directors, officers, and employees may solicit proxies, either in person, by telephone, or by other means of communication (without any additional compensation). Shareholders are encouraged to return their proxies promptly.

Who are the proxy holders and how were they selected?

The proxy holders are CJ Xuning Wang and Pedro J. Lopez-Baldrich, each of whom was selected by our Board and is a director and/or an officer of the Company.

What is the effect of giving a proxy?

Ordinary Shares that are properly voted via the Internet, mobile device, or for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the Annual General Meeting in accordance with the directions given.

If no specific voting instructions are given in such proxy cards, the proxy holder will vote your shares as follows:

•“FOR” the re-appointment of the seven director nominees named in this Proxy Statement (Proposal 1);

•“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026 (Proposal 2);

•“FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers (Proposal 3);

•“ONE YEAR” as the frequency of future advisory votes on the compensation of our named executive officers (Proposal 4); and

•“FOR” the Amendment and Restatement of our Amended and Restated Memorandum and Articles of Association (Proposal 5).

The proxy holders will also vote in the discretion of such proxy holders on any other matters that may properly come before the Annual General Meeting, or at any continuation, postponement, or adjournment thereof.

May I change my vote after I return my proxy card?

If you are a registered shareholder, you may revoke your proxy or change your voting instructions at any time before shares are voted at the Annual General Meeting by submitting a written notice of revocation to our Corporate Secretary at 89 A Street, Needham, MA, 02494, or a duly executed proxy (via the Internet, mobile device, or by returning a proxy card) bearing a later date (which must be received by us no later than the date set forth below), or by attending the Annual General Meeting in person or virtually and voting during the meeting.

If you are a street name shareholder, your bank, brokerage firm, or other nominee holding the shares can provide you with instructions on how to change your vote or revoke your proxy.

If you are not planning to attend our Annual General Meeting, to ensure your representation at our Annual General Meeting, any changes to the voting instructions of proxies previously submitted by registered shareholders and street name shareholders (whether by internet or by mailing a proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on June 17, 2026.

Simply logging into the Annual General Meeting online or attending in person will not, by itself, revoke your proxy.

What is a quorum?

A quorum is the minimum number of shares required to be present, in person or by proxy, at the Annual General Meeting for the meeting to be properly held under our Amended and Restated Memorandum and Articles of Association. One or more shareholders holding in aggregate not less than one-third of all voting share capital of the Company (being the Ordinary Shares) in issue and entitled to vote, present in person or by proxy, constitutes a quorum of the shareholders. As of the close of business on the Record Date, [●] Ordinary Shares were issued and outstanding.

What are abstentions and broker non-votes?

Abstentions and “broker non-votes” (as defined below), while considered present for the purposes of establishing a quorum, will have no effect on the outcome of any proposal.

Brokerage firms and other intermediaries holding our Ordinary Shares in street name for their customers are required to vote such shares in the manner directed by their customers. If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank, or other agent how to vote your shares, your broker, bank, or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (“NYSE”),

brokers, banks, and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. A “broker non-vote” occurs when a broker, bank, or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. The proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 is considered a “routine” matter, such that, absent direction from you, your broker may vote your shares in its discretion on Proposal 2. Your broker will not have discretion to vote on Proposals 1, 3, 4, and 5, which are “non-routine” matters. Broker non-votes will have no effect on the outcome of Proposals 1, 3, 4, and 5.

How many votes are needed for approval of the proposals?

No.

Proposal Description

Voting Options

Vote Required for Approval

Effect of Abstentions

Effect of Broker Non-Votes

Appointment of directors

“For”, “Against”, or “Abstain”

The affirmative vote of the holders of a majority of the voting power of the Ordinary Shares who, being entitled to do so, are present in person or by proxy and vote “FOR” or “AGAINST” this proposal.

No effect

Ratification of appointment of EY

“For”, “Against”, or “Abstain”

No effect

None expected(1)

Advisory vote on executive compensation

“For”, “Against”, or “Abstain”

No effect

Advisory vote on frequency of shareholder advisory votes on executive compensation

“One year, “Two years”, “Three years”, or “Abstain”

The option — every one, two, or three years — that receives the greatest number of the votes, by or on behalf of the shareholders who, being entitled to do so, are present in person or by proxy and vote at the Annual General Meeting, will constitute the shareholders’ non-binding selection with respect to the frequency of future advisory votes to approve the compensation of our named executive officers.

No effect

Approve an amendment and restatement of our Memorandum and Articles

“For”, “Against”, or “Abstain”

The affirmative vote of the holders of at least two-thirds of the shareholders who, being entitled to do so, are present in person or by proxy and vote on the proposal.

Against

No effect

(1)We expect this proposal will be considered a “routine” matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority to vote your shares on this proposal. Therefore, we do not expect there to be any broker non-votes.

Where can I find the voting results of the Annual General Meeting?

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual General Meeting. If possible, the preliminary voting results will be announced at the Annual General Meeting, and the final results will be reported in a Current Report on Form 8-K filed with the SEC within four business days after the Annual General Meeting. If the official results are not available at that time, we will provide preliminary voting results in a Form 8-K and the final results in an amendment to that report as soon as they become available.

PROPOSAL 1 – APPOINTMENT OF DIRECTORS

Our Board has nominated the following seven directors for re-appointment at the Annual General Meeting: Mark Barrocas, Kathryn J. Barton, Peter Feld, Chi Kin Max Hui, Barney Tianhao Wang, Timothy R. Warner, and Jason M. Wortendyke.

Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, CJ Xuning Wang, for so long as he and/or his affiliates continue to remain beneficial owners of at least 30% of the Company’s issued and outstanding shares, shall have the right, but not the obligation, to appoint one director to the Board and, where appointed, such director will serve as the Chairperson of the Board. Mr. Wang has appointed himself as a director in connection with the annual general meeting of the Company held in 2024 and therefore will continue to be appointed as a director of the Company and as the Chairperson of the Board without further action required from the shareholders. Accordingly, Mr. Wang is not included on the ballot as a director nominee to be voted on by the Company’s shareholders.

Dennis Paul will not stand for re-appointment at the Annual General Meeting. The Board would like to recognize Mr. Paul for his service and his contributions as a member of the Board.

Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” each of the seven director nominees nominated by the Board in this Proxy Statement. The Board has no reason to believe that any nominee will be unavailable or will decline to serve as a director. If any of the nominees is unable or declines to serve as a director at the time of the Annual General Meeting, the proxies will be voted for a substitute nominee designated by the Board to fill the vacancy. Each nominee has agreed to serve as a director of the Company if appointed.

Full Text of the Resolution

“RESOLVED, as an ordinary resolution, that each of Mark Barrocas, Kathryn J. Barton, Peter Feld, Chi Kin Max Hui, Barney Tianhao Wang, Timothy R. Warner, and Jason M. Wortendyke be re-appointed as directors of the Company, each to hold office in accordance with the articles of association of the Company.”

THE BOARD RECOMMENDS THAT YOU VOTE
“FOR” EACH OF THE SEVEN DIRECTOR NOMINEES LISTED IN THIS PROXY STATEMENT.

Information About Continuing Directors and Director Nominees

Our continuing directors and director nominees are as follows:

Name

Age

Position

CJ Xuning Wang

Chairperson and Refounder

Mark Barrocas

Chief Executive Officer, Director, and Co-Refounder

Kathryn J. Barton

Director

Peter Feld*

Director

Chi Kin Max Hui

Director

Barney Tianhao Wang

Director

Timothy R. Warner

Director

Jason M. Wortendyke

Director

*Lead Independent Director

CJ Xuning Wang is an engineer, inventor, global business leader, and philanthropist. He has served as the Chairperson of our Board since 2017, as the Chairman of JS Global since 2019, and recognized as the Refounder of SharkNinja since 2025. He also served as Chief Executive Officer of JS Global from 2019 to March 2026. He has also served as the Executive Director of JS Global since 2018. Mr. Wang is the founder of Joyoung. He invented the first fully automatic household soymilk maker in 1994 and has been instrumental in the development of soymilk maker industry. Mr. Wang served as the Chairman of Joyoung from 2007 to 2022 and General Manager and President of Joyoung from 2007 to 2019. In 2017, he acquired SharkNinja, helping usher in a new era of growth at the company. In 2023, he was

instrumental in helping lead SharkNinja to independently list on the New York Stock Exchange. Mr. Wang holds a Masters of Business Administration from China Europe International Business School (CEIBS) and a Bachelor of Electric Traction and Transmission Control from Beijing Jiaotong University. The Board believes that Mr. Wang’s extensive industry experience and leadership roles qualify him to serve as a member of the Board.

Mark Barrocas has served as our President since 2008, a member of our Board and our Chief Executive Officer since 2023, was our co-owner from 2008 to 2017, and was recognized as the Co-Refounder of SharkNinja since 2025. During his tenure, Mr. Barrocas has demonstrated consistent commitment to SharkNinja and has driven our net sales growth, profitability and strategic expansion into new product categories and markets. Since 2008, Mr. Barrocas has focused on leading our rapid product innovation, international expansion, continuous development of consumer insights and agile operations, while developing an award-winning corporate culture and team infrastructure that has driven our 5-star consumer experience and built a portfolio of trusted global brands. Under Mr. Barrocas’ leadership, our business has expanded to fifteen countries and twenty-one offices around the world. His belief and commitment to delivering speed, performance, quality and value to our global consumers has enabled us to achieve #1 in market share in the United States for small household appliances and #1 in market share in the United Kingdom for vacuum sales. Mr. Barrocas also served as Global President of JS Global from 2019 to 2023. Mr. Barrocas holds a Bachelor of General Studies from the University of Michigan. Prior to joining SharkNinja, Mr. Barrocas held several senior leadership positions, including as the President of Aramark Uniform Services and the President of Broder Bros Co. Mr. Barrocas also serves on the Board of the JCC of Greater Boston and is philanthropically committed to various other organizations in the Greater Boston community and nationally. The Board believes that Mr. Barrocas’ management experience and business expertise, including his prior executive-level leadership, give him the operational expertise, breadth of knowledge and understanding of our industry that qualify him to serve as a member of the Board.

Kathryn J. Barton has served as a member of our Board since July 2024. She currently serves as the Global CEO of Dentons since September 2024 and has over 35 years of global governance and public accounting and tax expertise. Ms. Barton previously held several roles at EY. Ms. Barton served as the Global CEO of EY’s Tax, Law and People Advisory Services business from 2018 to 2022, and prior to that was the Americas and US CEO of EY’s Tax business from 2009 to 2018. During her time at EY, Ms. Barton gained significant board experience having served on many of EY’s Global Executive Committees providing strategic direction, risk management, feedback on succession planning, workplace culture, board effectiveness, compensation, privacy and cyber-related technology, DE&I and strategic workforce planning. Ms. Barton holds a Bachelor of Science in Business Administration from Boston University, a Juris Doctor from Boston College Law School, and an LLM in Taxation from Boston University School of Law. She is both a CPA and a lawyer. The Board believes that Ms. Barton’s extensive financial, accounting, and strategic experience qualifies her to serve as a member of the Board.

Peter Feld has served as a member of our Board since July 2023. Mr. Feld served as Chief Executive Officer of Barry Callebaut Group from 2023 until January 2026. He previously served as Chief Executive Officer at Jacobs Holding AG in 2023 and Chief Executive Officer at GFK Group from 2017 to 2022. Mr. Feld holds a Masters in Mechanical Engineering from RWTH Aachen University. The Board believes that Mr. Feld’s extensive management and business experience qualifies him to serve as a member of the Board.

Chi Kin Max Hui has served as a member of our Board since July 2023. Mr. Hui previously served as a director of our Board from 2017 to 2020 and as a member of the JS Global Board from 2019 to 2023. He also served as a director of Nova Credit Limited from 2022 until 2024, and has served as a managing director of CDH Investments since 2012 and an investment committee member of its private equity division since 2018. He also serves as a director of multiple private companies. Since June 2025, Mr. Hui has served as an independent, non-executive director for TCL Electronics, a company that is publicly traded on the Hong Kong Stock Exchange. Mr. Hui previously served as the Chief Executive Officer of CDH Investment Advisory Private Limited from 2013 to 2022. Mr. Hui holds a Bachelor of Science, Chemical Engineering from the University of California, Berkeley and a Master of Engineering from Princeton University. The Board believes that Mr. Hui’s extensive experience in investment management and board service at a number of public and private companies qualify him to serve as a member of the Board.

Barney Tianhao Wang has served as a member of our Board since July 2024. He has served as Director, Global Robot Commercialization at the Company since 2025, and previously served in a number of other positions in Strategic Sales and Analytics since joining the Company in 2020. Prior to joining SharkNinja, Mr. Wang served as an investment analyst

at the Clocktower Group. Mr. Wang holds a Bachelor of Arts from Columbia University and Master of Science in Business from Babson College. Mr. Wang is the son of CJ Xuning Wang, the Chairperson of our Board. The Board believes that Mr. Wang’s knowledge of the Company’s sales operations and analytical expertise qualify him to serve as a member of the Board.

Timothy R. Warner has served as a member of our Board since July 2023. Mr. Warner previously served as a member of the JS Global Board from 2019 to 2023. He is currently the Vice Provost for Budget and Auxiliaries Management at Stanford University, a position held since 1994. He served as Co-President of the Board of Trustees of Western Reserve Academy in Hudson, Ohio from 2010 to 2021. Mr. Warner holds a Bachelor of Arts from Wesleyan University and a Master of Business Administration from the Graduate School of Business at Stanford University. The Board believes that Mr. Warner’s extensive experience in financial management and strategic planning qualifies him to serve as a member of the Board.

Jason M. Wortendyke has served as a member of our Board since January 2026. He is currently a Managing Director and the Head of Midwest Investment Banking at Cantor Fitzgerald, a role he has held since joining that firm in 2024. He brings more than 25 years of experience leading strategic transactions across the industrial, consumer, and services sectors. Prior to joining Cantor Fitzgerald, Mr. Wortendyke served as Midwest Market Leader for Citigroup overall, and as Global Head of Citi’s Capital Goods & Industrial Technology Investment Banking practice. Previously, he held other senior leadership roles at Citigroup, Credit Suisse, and UBS in Chicago, London and Hong Kong. Mr. Wortendyke holds a Bachelor of Arts from Princeton University in Economics and a certificate in East Asian Studies. He serves as a Vice Chair of the Board of Trustees of The Field Museum in Chicago and is a member of the Civic Committee of the Commercial Club of Chicago and the Economic Club of Chicago. The Board believes that Mr. Wortendyke’s extensive strategic transaction experience and experience across sectors qualify him to serve as a member of the Board.

CORPORATE GOVERNANCE

Director Independence

The Board determines the independence of our directors by applying the independence standards established by the NYSE and the SEC. Under those standards, a director is independent only if the Board affirmatively determines that the director has no material relationship with the Company or any relationship, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The standards also specify various relationships that preclude a determination of director independence, which may include commercial, industrial, consulting, legal, accounting, charitable, family and other business, professional and personal relationships.

Applying these standards, the Board annually reviews the independence of the Company’s directors, taking into account all relevant facts and circumstances. In its most recent review, the Board considered, among other things, the relationships that each non-employee director has with the Company and all other facts and circumstances the Board believed were relevant. Based upon this review, the Board determined that, other than our Chairperson, Mr. CJ Xuning Wang, our Chief Executive Officer, Mr. Mark Barrocas, and Mr. Barney Tianhao Wang, all of our directors are independent. Further, all of the Board committees consist entirely of independent directors.

Board of Directors Meetings and Committees

Our Board held 7 meetings in 2025. No director attended fewer than 75% of the meetings of the board and of the committees thereof upon which he or she served in 2025.

Pursuant to our Corporate Governance Guidelines, all directors are expected to attend the annual meeting of shareholders. We held our 2025 annual general meeting on June 20, 2025, which was attended by seven of our eight then serving directors.

Leadership Structure

Our Board has determined to keep separate the positions of Chairperson and Chief Executive Officer at this time. This permits our Chief Executive Officer to concentrate his efforts primarily on managing the Company’s business operations and development, while our Chairperson can focus on, among other things, communications and relations between our Board and senior management and consideration by our Board of the Company’s strategies and policies. Our Corporate Governance Guidelines provide that if the position of Chairperson is not independent, the independent directors will select a Lead Independent Director.

The Board recognizes that when the positions of Chairperson and Chief Executive Officer are combined, or when the Chairperson is not an independent director, it is imperative that the Board elect a strong Lead Independent Director with a clearly defined role and robust set of responsibilities. The duties for the Lead Independent Director are outlined below:

•serving as liaison between the Company’s management and Independent Directors;

•facilitating discussion and open dialogue among the Independent Directors during Board meetings, executive sessions and outside of Board meetings;

•presiding at executive sessions of Independent Directors and calling meetings of the Independent Directors;

•being consulted regarding Board meeting agendas, materials and schedules, including to ensure that there is sufficient time for discussion of all agenda items; and

•ensuring availability for consultation and direct communication with significant shareholders of the Company, if requested and in coordination with management.

Our Lead Independent Director, Mr. Feld, has complex business leadership experience and an extensive background in global consumer goods and services that the Board believes amplifies his role as Lead Independent Director. Each term of service in the Lead Independent Director position is one year.

Our Board believes that our current structure, led by Mr. Wang and Mr. Feld, allows the Board to focus on significant strategic, governance, and operational issues, provides critical and effective leadership, and fosters a Board environment

in which our independent directors can work together, provide oversight of our performance, and hold our management and senior leadership accountable, all of which we believe will benefit the long-term interests of our shareholders.

Executive Sessions of the Board

The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. Our Chairperson presides at these meetings.

Risk Oversight

Our Board’s primary function is one of oversight. Our Board as a whole has responsibility for risk oversight and reviews management’s risk assessment and risk management policies and procedures. Our Audit Committee discusses with our management major financial risk exposures and reports its findings to our Board in connection with our Board’s risk oversight review. Our Compensation Committee is responsible for creating incentives that encourage behavior consistent with our business strategy, without encouraging undue risk-taking.

We believe our leadership structure is appropriate for the Company because it ensures accountability for oversight of particular kinds of risks reasonably expected to be faced by the Company is based on the expertise and qualifications of the person(s), in such position(s) and/or on such committee(s), as are primarily responsible for oversight and management of such particular risks. We also, as described elsewhere herein, make efforts to attract and retain the highest quality directors. By providing that particularly qualified persons are in the position(s) to oversee, mitigate and otherwise manage each particular kind of risk reasonably expected to be faced by the Company, our leadership structure is appropriate to manage risk oversight by the Company.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, orientation of new directors, continuing education for directors, Board and director candidates’ skills and perspectives and other policies for the governance of the Company. Our Corporate Governance Guidelines are available on our website at ir.sharkninja.com/governance/governance-documents/default.aspx. The Corporate Governance Guidelines are reviewed annually by our Nominating and Corporate Governance Committee, and changes are recommended to the Board.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our executive officers, directors, and employees. The Code of Business Conduct and Ethics codifies the business and ethical principles that govern all aspects of our business. We will provide, without charge, upon request, copies of our Code of Business Conduct and Ethics. Requests for copies of our Code of Business Conduct and Ethics should be sent in writing to SharkNinja, Inc., 89 A Street, Needham, MA 02494, Attn: Corporate Secretary. Readers can also obtain a copy of our Code of Business Conduct and Ethics on our website at ir.sharkninja.com/governance/governance-documents/default.aspx. Any amendments or waivers of our Code of Business Conduct and Ethics pertaining to a director or one of our executive officers will be disclosed on our website at the above-referenced address.

Insider Trading Policy

The Company has adopted an Insider Trading Policy that governs transactions in our securities by the Company’s officers, directors and employees. This policy is designed to ensure compliance with applicable insider trading laws, rules, and regulations. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the 2025 Annual Report.

Board Committees

Audit Committee

We have an Audit Committee of the Board, which currently consists of Ms. Barton, Mr. Paul, and Mr. Warner, with Ms. Barton serving as chair. Effective as of the Annual General Meeting, Mr. Hui will replace Mr. Paul as an Audit Committee member. Each member of the Audit Committee is independent under the applicable NYSE listing standards.

The Audit Committee met 5 times in 2025. Our Board has adopted a written charter for the Audit Committee, which is available on our principal corporate website at ir.sharkninja.com/governance/governance-documents/default.aspx. The purpose of the Audit Committee is to assist the Board in monitoring the integrity of the annual, quarterly and other financial statements of the Company, the independent auditor’s qualifications and independence, the performance of the Company’s independent auditor and the compliance by the Company with legal and regulatory requirements. appoint, retain, set compensation of, and supervise our independent accountants, review the results and scope of the audit and other accounting related services and review our accounting practices and systems of internal accounting and disclosure controls. The Audit Committee’s duties, which are specified in the Audit Committee Charter, include, but are not limited to:

•appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

•discussing with our independent registered public accounting firm their independence from management;

•reviewing with our independent registered public accounting firm the scope and results of their audit;

•approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC;

•overseeing our financial and accounting controls and compliance with legal and regulatory requirements;

•reviewing our policies on risk assessment and risk management;

•reviewing related person transactions; and

•establishing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Audit Committee Financial Expert

As required by the NYSE listing standards, the Audit Committee is at all times composed exclusively of independent directors who are financially literate. In addition, the Audit Committee has, and will continue to have, at least one member who has accounting or related financial management expertise. The Board has determined that Ms. Barton satisfies the NYSE’s requirements and also qualifies as an “audit committee financial expert” as defined in Regulation S-K Item 407(d)(5)(ii).

Nominating and Corporate Governance Committee

We have a Nominating and Corporate Governance Committee, which currently consists of Mr. Hui, Mr. Feld, and Mr. Paul, with Mr. Hui serving as chair. Effective as of the Annual General Meeting, Mr. Paul no longer will serve as a Nominating and Corporate Governance Committee member. Each member of the Nominating and Corporate Governance Committee is an “independent director” as defined under NYSE listing standards. The Nominating and Corporate Governance Committee met 3 times in 2025. Our Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our principal corporate website at ir.sharkninja.com/governance/governance-documents/default.aspx.

Guidelines for Selecting Director Nominees

The Nominating and Corporate Governance Committee considers persons identified by its members, management, shareholders, investment bankers and others. Candidates will be reviewed in the context of current composition of the Board (including the wide range of backgrounds, experiences, and viewpoints of the Board), the operating requirements of the Company and the long-term interests of the shareholders. Currently, the guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee Charter, generally provide that qualifications of persons to be nominated include experience, skills, expertise, diversity, personal and professional integrity, character,

business judgment, time availability in light of other commitments, dedication, potential conflicts of interest and such other relevant factors.

The Nominating and Corporate Governance Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and varied mix of board members. The Nominating and Corporate Governance Committee will consider and evaluate persons recommended by shareholders in the same manner as it considers and evaluates other potential directors.

Compensation Committee

We have a Compensation Committee, which currently consists of Mr. Warner, Mr. Feld, and Mr. Wortendyke, with Mr. Warner serving as chair. Mr. Barney Tianhao Wang served on the Compensation Committee during fiscal year 2025 and has no longer served on the Compensation Committee since December 31, 2025, in connection with our transition to a domestic filer. Mr. Wortendyke subsequently was appointed to the Compensation Committee on January 5, 2026. Each member of the Compensation Committee is an “independent director” as defined under NYSE listing standards. The Compensation Committee met 5 times in 2025. Our Board has adopted a written charter for the Compensation Committee, which is available on our principal corporate website at ir.sharkninja.com/governance/governance-documents/default.aspx. Our Compensation Committee is responsible for, among other things:

•reviewing, modifying and approving our overall compensation strategy and policies;

•reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

•overseeing our compensation and employee benefit plans; and

•appointing and overseeing any compensation consultants.

Compensation Committee Interlocks and Insider Participation

With the exception of Barney Tianhao Wang, who is the son of CJ Xuning Wang, the Chairperson of the Board, and has served as an employee of SharkNinja from 2020 through the present day, no person who served as a member of the Compensation Committee of our Board of Directors during the last completed fiscal year (a) was, during the fiscal year, an officer or employee of ours; (b) was formerly an officer of the registrant; or (c) had any relationship requiring disclosure by us under any paragraph of Item 404 of Regulation S-K.

None of the Company’s executive officers serves as a director or a member of the compensation committee of any entity that has one or more executive officers serving on the Board or the Compensation Committee.

EXECUTIVE LEADERSHIP

Set forth below is the name, age and certain information regarding each of our executive officers other than Mr. Mark Barrocas, whose biographical information is presented above.

Name

Age

Position

Adam Quigley

Chief Financial Officer, EVP

Pedro J. Lopez-Baldrich

Chief Legal Officer, EVP

Neil Shah

Chief Commercial Officer, EVP

Adam Quigley has served as our Chief Financial Officer, EVP, since 2025, previously serving as our Senior Vice President of Finance – Global Business Planning from 2024 to 2025, Senior Vice President of Global FP&A and Strategic Finance from 2022 to 2024, Vice President of FP&A from 2019 to 2022, and in various finance leadership roles within FP&A from 2015 to 2019. Mr. Quigley holds a Masters of Business Administration, Strategy and Finance, from the University of Michigan and Bachelor of Science degrees in Finance and Management from Arizona State University.

Pedro J. Lopez-Baldrich has served as our Chief Legal Officer, EVP, since 2018. Mr. Lopez-Baldrich holds a Masters of Law degree from Georgetown University, a Juris Doctorate from St. John’s University and a Bachelor of International Business from Drake University.

Neil Shah has served as our Chief Commercial Officer, EVP since 2018, previously serving as our EVP Sales & Marketing from 2016 to 2018, Senior Vice President, Strategic Sales from 2011 to 2016, VP of Strategic Sales & Corporate Planning from 2008 to 2011, Director of Strategic Sales & Marketing in 2008 and Manager—Sales Planning & Analysis from 2007 to 2008. Mr. Shah holds a Masters of Business Administration from Bentley University.

EXECUTIVE OFFICER COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis section describes our compensation approach and programs for our named executive officers (“NEOs”), which include our Chief Executive Officer, Chief Financial Officer, former Chief Financial Officer, and our only other two executive officers serving during the fiscal year ended December 31, 2025. Except as otherwise indicated, the information in this section relates to the compensation of our NEOs, and the principles underlying our executive compensation policies, in respect of fiscal year 2025. Our NEOs for the fiscal year ended December 31, 2025 were as follows:

•Mark Barrocas, Chief Executive Officer and Director;

•Adam Quigley, Chief Financial Officer, EVP;

•Patraic Reagan, Former Chief Financial Officer, EVP;

•Pedro J. Lopez-Baldrich, Chief Legal Officer, EVP; and

•Neil Shah, Chief Commercial Officer, EVP.

The following discussion relates to the compensation of our NEOs whose compensation is disclosed below, as well as the overall principles underlying our executive compensation policies.

Our executive compensation program has been designed to attract, motivate, reward, and retain a highly talented team of executive officers. The program seeks to align executive compensation with our annual and longer-term business objectives. Our executive compensation program is designed to achieve the following objectives:

•provide competitive compensation opportunities in order to attract and retain talented, high performing and experienced executive officers, whose knowledge, skills and performance are critical to our success;

•motivate our executive officers to achieve our business and financial objectives;

•align the interests of our executive officers with those of our shareholders and our own corporate goals and objectives by tying a significant portion of compensation directly to the long-term value and growth of our business and setting this portion at a level above normal industry practice;

•provide incentives that encourage appropriate levels of risk taking and that do not encourage excessive risk taking behavior by our executive officers.

Business Highlights: Transformational Growth as a Public Company

For additional information regarding our financial results, please see our 2025 Annual Report, including “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Adjusted EBITDA is a non-GAAP measure. See Annex A for reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures.

Mark Barrocas has been instrumental as Chief Executive Officer and Co‑Refounder, in partnership with our Chairman CJ Wang, SharkNinja’s Refounder, in reshaping SharkNinja into a global product innovation powerhouse. Under Mark’s leadership since 2008, SharkNinja has evolved from a modest home-appliance business to a $6.4 billion enterprise in 2025, serving millions of consumers across 38 international markets and 38 product categories, while rallying 4,100+ associates behind a steadfast commitment to delivering innovation, quality, and value.

Throughout his 18-year tenure, Mark has orchestrated a series of initiatives which have transformed the business, including, most notably, listing SharkNinja on the New York Stock Exchange in 2023—advancing the mission to positively impact people’s lives every day in every home around the world.

Since going public in the U.S., we believe the Company has delivered exceptional performance. The highlights of our 2025 performance versus our 2022 performance (our last full fiscal year prior to our NYSE listing) include:

•Net sales increased 72.1% from $3,717.4 million to $6,399.2 million.

•Net cash provided by operating activities increased 209.3% from $205.0 million to $634.1 million.

•Gross margin improved from 37.9% in 2022 to 49.0% in 2025, or 1,110 basis points.

•Net income increased 201.8% from $232.4 million to $701.4 million.

•Adjusted EBITDA increased 118.5% from $519.6 million to $1,135.5 million.

•Market capitalization increased 250% from $4.2 billion as of the opening bid on July 31, 2023 (our first day of trading on the NYSE) to $14.6 billion as of the closing of trading on March 16, 2026, reflecting growth of 243% in share price.

Determination of Compensation

Our Board, in consultation with senior management and outside consultants Willis Towers Watson, has determined the appropriate forms and levels of compensation for our NEOs, taking into account each of their experience and roles as well as the compensation practices of companies in our industry with similar scale, growth, and profitability characteristics, and in the U.S. public markets in general. Specifically, in determining the base salaries and equity awards that will be provided to executives annually, including in fiscal 2025, our Board considers each executive’s individual performance and expected future contributions, the Company’s overall performance and strategic objectives, market compensation for comparable positions at peer group companies, retention objectives, and the need to align executive compensation with shareholder interests and the Company’s short- and long-term strategic goals.

The Compensation Committee is charged with approving executive compensation packages that meet these goals. In making decisions about aggregate and individual executive compensation, the Compensation Committee relies on the experience of its members as well as subjective considerations of various factors, including individual and corporate performance, our strategic business goals, each executive’s position, experience, level of responsibility, and future potential, and compensation paid by companies of a similar scale, growth, and profitability profile in our industry or in the U.S. public markets in general.

Our Compensation Committee also performs an annual review of our executive officers’ cash compensation and equity holdings to determine whether they provide adequate incentives and motivation to executive officers and whether they adequately compensate the executive officers relative to comparable officers in other companies. As part of this review, management submits recommendations to the Compensation Committee.

For 2025, Willis Towers Watson was engaged by the Compensation Committee, at the discretion and approval of the Compensation Committee, to perform various services to determine and recommend the amount and form of executive and director compensation, which included stakeholder interviews, peer group development, pay market assessments, Compensation Committee meeting presentations and other related services. The Company also engaged Willis Towers Watson to perform additional services unrelated to the services for the Compensation Committee. For 2025, the aggregate fees for services to the Compensation Committee related to determining and recommending executive and director compensation were $285,808, and the aggregate fees for the unrelated additional services to the Company were $496,410. The decision to engage Willis Towers Watson for the unrelated additional services was made by management and was not subject to the approval of the Compensation Committee.

Compensation Peer Group

Our Compensation Committee, with research and advice from Willis Towers Watson, annually reviews the composition of the peer group used for compensation benchmarking. Our Compensation Committee generally seeks to include in this peer group companies that are in similar industries, relevant end market and business model dynamics, or that fall within comparable ranges of financial performance and are listed in the U.S. public markets. These peer companies also drive innovation in their respective end markets and would therefore value the capabilities and experience of our executives to develop new technologies and products. Our compensation peer group used for purposes of setting 2025 pay levels included the following companies:

•Acuity Inc.

•Chart Industries, Inc.

•Chipotle Mexican Grill, Inc.

•Coherent Corp.

•Comfort Systems USA, Inc.

•Deckers Outdoor Corporation

•Garmin Ltd.

•Generac Holdings Inc.

•Keysight Technologies, Inc.

•Lennox International Inc.

•lululemon athletica inc.

•Ralph Lauren Corporation

•RingCentral, Inc.

•Roku, Inc.

•Skechers U.S.A., Inc.

•The Estée Lauder Companies Inc.

•Ulta Beauty, Inc.

•V.F. Corporation

•Vertiv Holdings Co.

•Williams-Sonoma, Inc.

Principal Elements of Compensation

At present, the elements of compensation paid to our executive officers are annual base salaries paid in cash, annual performance bonuses also paid in cash, long-term incentive compensation paid in equity, and certain other benefits, each as further described below.

Base Salaries

Cash salary provides a steady income and is necessary to attract and retain top talent. Generally, initial base salaries of our NEOs were established through arm’s length negotiation at the time the individual executive officer was hired, taking into account their qualifications and experience. Following the determination of initial base salaries, we have conducted an annual review of each NEO’s base salary and have adjusted as necessary to reflect individual contributions and responsibilities and to maintain market competitiveness.

In fiscal 2025, our NEOs were entitled to receive the following base salaries in accordance with the policies described above:


Named Executive Officer			2025 Base Salary ($)
Mark Barrocas Chief Executive Officer and Director			$1,380,000
Adam Quigley(1) Chief Financial Officer, EVP			$600,000
Patraic Reagan Former Chief Financial Officer, EVP			$650,000
Pedro J. Lopez-Baldrich Chief Legal Officer, EVP			$561,165
Neil Shah Chief Commercial Officer, EVP			$628,059

(1)Mr. Quigley’s base salary increased to $600,000 upon his promotion to Chief Financial Officer, effective as of November 6, 2025.

Annual Bonuses

In addition to their base salaries, our NEOs are entitled to receive annual performance bonuses based on the Company’s financial performance and achievement of certain targets in the given year. We believe this drives Company performance, ultimately benefiting our shareholders, as payout is based upon performance against pre-established, realistic goals in line with our corporate strategy. These goals are set by our Compensation Committee, after consultation and recommendation

from management, to specifically recognize key factors which we believe will impact shareholder value in both the short- and long-term.

We maintain the Global Annual Bonus Plan (the “Annual Incentive Plan”) to provide an annual opportunity for our employees, including our NEOs, to earn cash bonuses based on the achievement of overall business objectives as well as individual performance objectives. We believe this incentivizes achievement of certain short- and long-term objectives that ultimately benefit our shareholders.

Each of our NEOs is eligible for a target bonus in an amount equal to a percentage of base salary. Payment of the bonus is subject to employment on the date of payment under the Annual Incentive Plan. The annual bonuses for Messrs. Barrocas and Shah are generally determined in accordance with their employment agreements, as further described below, and not awarded under the Annual Incentive Plan. Notwithstanding the foregoing, our Compensation Committee determined to pay Mr. Barrocas’ annual bonus with respect to fiscal 2025 based on achievement of the performance metrics and corresponding payout percentage under the Annual Incentive Plan. Mr. Reagan resigned from his employment with SharkNinja effective September 5, 2025, and as a result, forfeited his bonus eligibility for fiscal 2025. For fiscal 2025, our NEOs’ target bonus percentages were as follows:


Named Executive Officer			2025 Target Bonus Percentage (Percentage of Base Salary)
Mark Barrocas Chief Executive Officer and Director			200%
Adam Quigley(1) Chief Financial Officer, EVP			75%
Patraic Reagan Former Chief Financial Officer, EVP			75%
Pedro J. Lopez-Baldrich Chief Legal Officer, EVP			60%
Neil Shah Chief Commercial Officer, EVP			100%

(1)Mr. Quigley’s target bonus percentage was determined upon his promotion to Chief Financial Officer and became effective with respect to fiscal 2025.

Under the FY25 Annual Incentive Plan, financial objectives included Adjusted Net Sales Growth (weighted 40%) and Adjusted Net Profit Growth (weighted 60%). Based on performance against targets, the FY25 Annual Incentive Plan paid out at 118.5% of target.


Metric	Weighting	Target Goal	Actual Results	Payout (% of target)
Adjusted Net Sales Growth	40%	11.0%	15.7%	121.4%
Adjusted Net Profit Growth	60%	14.0%	21.6%	116.6%
Total Results				118.5%

Based on results, each NEO received the following bonus amounts, with the exception of Mr. Reagan who resigned from his employment with SharkNinja effective September 5, 2025, and as a result, forfeited his bonus eligibility for fiscal 2025.


Named Executive Officer	2025 Target Bonus Amount	2025 Actual Bonus Paid
Mark Barrocas Chief Executive Officer and Director	$2,760,000	$3,270,600
Adam Quigley(1) Chief Financial Officer, EVP	$450,000	$533,250
Patraic Reagan Former Chief Financial Officer, EVP	$487,500	$0
Pedro J. Lopez-Baldrich Chief Legal Officer, EVP	$336,699	$398,989
Neil Shah Chief Commercial Officer, EVP	$628,059	$744,250

2025 Exceptional Leadership Cash Bonuses

For fiscal 2025, the Compensation Committee approved the following bonuses: Mr. Barrocas received a cash bonus of $13 million and Mr. Shah received a cash bonus of $4.4 million. These bonuses were paid in recognition of the strong performance under the leadership of Messrs. Barrocas and Shah. The payment of these bonuses was also intended to address the fact that the tax burden on Messrs. Barrocas and Shah as a result of our separation and distribution from JS Global, which was not determinable at the time of the separation and distribution, was a significant cash burden to each of these employees.

Equity Long-Term Incentive Compensation

We maintain the SharkNinja, Inc. 2023 Equity Incentive Plan (the “EIP”) to award senior team members with time- and performance-based restricted share units (“RSUs”). We intend these equity award grants to incentivize achievement of certain short- and long-term objectives that ultimately benefit our shareholders. The time-based RSUs are generally eligible to vest in three equal annual installments, as further described below. The performance-based RSUs are generally eligible to vest upon the achievement of specified performance targets and meeting certain time-based milestones, as further described below.

Time and Performance Based RSUs

We generally grant time-based and performance-based RSUs to our executive team every three years, instead of annually. For the most recent cycle, we granted time-based and performance-based RSUs at the time of our U.S. listing in 2023. A portion of the time-based RSUs vested on each of February 28, 2024, February 28, 2025 and February 28, 2026, respectively, subject to continued service through the applicable vesting date. The performance-based RSUs were eligible to vest on the same dates based upon performance during fiscal 2023, fiscal 2024 and fiscal 2025, with 15% of such RSUs eligible to vest upon achievement of adjusted net sales, 70% eligible to vest upon achievement of adjusted net profit and 15% eligible to vest upon achievement of adjusted net operating cash inflows, in each case, subject to continued service through the applicable vesting date.

Each of the time and performance-based RSU awards granted prior to fiscal 2026 paid out at 100% of target based on the results for fiscal 2025, as reflected below:

Measures

Weighting

Below Threshold (0% payout)

Threshold (50% payout)

Maximum Level of Performance (100% payout)

FY25 Global Results

Adj. Net Sales

15%

<5% YoY growth

5% YoY growth

10% YoY growth

15.7% YoY growth

Adj. Net Profit

70%

<7% YoY growth

7% YoY growth

12% YoY growth

21.6% YoY growth

Adj. Net Operating Cash Inflows

15%

<7% YoY growth

7% YoY growth

12% YoY growth

42% YoY growth

Chief Financial Officer Promotional RSU Award

In connection with his appointment to interim Chief Financial Officer of the Company, Mr. Quigley was granted a one-time promotional equity award on September 9, 2025, consisting of time-based and performance-based RSUs, in recognition of his high standard of service during his tenure and increase in responsibilities at the Company. Such promotional RSU award is eligible to vest on the same basis as the fiscal 2025 tranche noted above (Time and Performance Based RSUs).

Merit-Based RSU Awards

On April 29, 2025, our Compensation Committee approved the grant of merit-based RSU awards in lieu of merit-based salary increases to reinforce executive alignment with shareholder incentives and promote an employee culture of shared responsibility and stakeholder ownership. Such merit-based RSU awards were granted to each of our NEOs (other than Mr. Barrocas) and are eligible to vest as follows: 25% on each of June 1, 2025, September 1, 2025, December 1, 2025, and February 28, 2026.

Other Features of our Executive Compensation Program

Employment Agreements and Offer Letters

Each of our NEOs has entered into a written employment agreement or offer letter with SharkNinja.

Chief Executive Officer Employment Agreement

In connection with our initial public offering, Mr. Barrocas entered into an amended and restated employment agreement with SharkNinja on July 28, 2023, which provided for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity of 200% of base salary, (3) participation in employee benefits available for all senior executives and (4) a car allowance of $4,000 per month, or alternatively with a leased car of the same or greater value.

In the event of Mr. Barrocas’ termination of employment by us without cause or resignation by Mr. Barrocas for good reason, Mr. Barrocas will be entitled to the following benefits, subject to his execution of a separation and general release agreement: (i) a lump sum payment equal to 1.5 times his then-current base salary, (ii) a lump sum payment equal to 1.5 times his target Annual Bonus (which is 1.5 times 200% of his base salary) and (iii) 18 monthly cash payments each equal to the monthly COBRA premium for himself and his dependents. In the event of Mr. Barrocas receiving any payments or benefits under the agreement that would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and be subject to the excise tax imposed by Section 4999 of the Code, then the sum of all payments payable under the agreement will be reduced so that the sum of all payments is $1.00 less than the amount at which Mr. Barrocas would become subject to the excise tax, unless the taxation of the full amount of all payments would result in a greater amount of payments to Mr. Barrocas on an after-tax basis.

In addition, in the event of Mr. Barrocas’ termination without cause, for good reason, or due to death or disability, he is also eligible to receive a prorated annual bonus for such year in which the termination of employment occurs, based on actual performance through the date of termination.

The employment agreement contains various restrictive covenants including confidentiality, non-competition and non-solicitation terms. The non-competition and non-solicitation obligations remain for 12 months after a termination of employment. If necessary or required by law to enforce the post-termination restrictive covenants, we will pay continuing salary payments for 12 months following his termination of employment at a rate equal to 50% of Mr. Barrocas’ highest salary rate within two years prior to such termination, and these payments will be credited against severance benefits payable in the event of a termination by us without cause or resignation by Mr. Barrocas for good reason.

On February 27, 2026, the Company entered into a second amended and restated employment agreement with Mr. Barrocas, to increase his annual base salary and maximum annual cash incentive compensation opportunity (up to 300% of his base salary), in each case, commencing as of January 1, 2026. All other provisions remain as described above.

Chief Financial Officer Offer Letter

In connection with his employment with SharkNinja and appointment as the Company’s Chief Financial Officer effective on November 6, 2025, Mr. Quigley signed an offer letter, dated as of January 12, 2026. It provides for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity of 75% of base salary, (3) an equity grant under our long-term incentive plan and (4) participation in employee benefits available for all senior executives.

In the event of termination by us without cause or resignation by Mr. Quigley for good reason, Mr. Quigley will be entitled to 12 months of salary continuation and continued health coverage for up to 12 months following his termination, subject to his execution of a separation agreement.

Chief Legal Officer Offer Letter

In connection with his employment with SharkNinja, Mr. Lopez-Baldrich signed an offer letter, dated as of February 8, 2018 and amended as of April 13, 2018, which provides for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity, (3) a long-term incentive program award and (4) participation in employee benefits and a car allowance of $750 per month.

In the event of a termination by us for any reason other than for just cause or resignation by Mr. Lopez-Baldrich for good reason, Mr. Lopez-Baldrich is entitled to salary payments for twelve months and continued health coverage for up to 12 months following his termination, subject to his execution of a separation agreement.

Chief Commercial Officer Employment Agreement

Mr. Shah is party to an employment agreement with us, which provides for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity of 100% of base salary, (3) a long-term incentive program award and (4) participation in employee benefits available for all senior executives and a car allowance of $2,500 per month. The bonus opportunity is based on performance metrics determined by the Board or Compensation Committee in consultation with Mr. Shah prior to commencement of the applicable fiscal year, provided that 50% of the bonus will be based on financial objective performance metrics ranging in payout from 70 to 110% of Mr. Shah’s base salary and the remaining 50% based on individual performance metrics ranging in payout from 0 to 110% of Mr. Shah’s base salary.

In the event of termination by us without cause or resignation by Mr. Shah for good reason, Mr. Shah will be entitled to the following benefits subject to his execution of a separation agreement: (i) a lump sum payment of an amount equal to the sum of Mr. Shah’s current base salary and target annual bonus and (ii) a lump sum payment of an amount equal to 12 times the executive’s monthly COBRA premium for himself and his dependents. In the event of Mr. Shah receiving any payments or benefits under the agreement that would constitute a “parachute payment” within the meaning of Section 280G of the Code and be subject to the excise tax imposed by Section 4999 of the Code, then the sum of all payments payable under the agreement will be reduced so that the sum of all payments is $1.00 less than the amount at which Mr. Shah would become subject to the excise tax, unless the taxation of the full amount of all payments would result in a greater amount of payments to Mr. Shah on an after-tax basis.

In the event of Mr. Shah’s termination of employment due to death or disability, Mr. Shah is also eligible to receive a prorated annual bonus for such year in which the termination of employment occurs, based on actual performance through the date of termination.

The employment agreement contains several restrictive covenants including confidentiality, non-competition and non-solicitation terms. The non-competition and non-solicitation obligations remain for 12 months after a termination of employment.

Severance and Change in Control Benefits

Other than with respect to the individual offer letters, employment agreements and vesting of certain market-based RSU awards upon a change in control as described above, we do not provide severance or change in control benefits for our

executive officers. We also do not have any agreements with our NEOs guaranteeing any tax gross-up payments on severance or change in control payments or benefits.

Mr. Reagan did not enter into a severance arrangement in connection with his resignation from his employment with SharkNinja; however, the Company entered into a release agreement with Mr. Reagan on April 3, 2026, pursuant to which a portion of his relocation expenses and sign-on bonus repayment obligations were forgiven (as further described in the footnotes to the Summary Compensation Table).

401(k) Plan, ESPP, Other Employee Benefits

We maintain a 401(k) plan that provides eligible U.S. employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis. We also offer our employees, including our NEOs, the opportunity to purchase Ordinary Shares of the Company at a discount under our 2023 Employee Share Purchase Plan (the “ESPP”). Pursuant to the ESPP, all eligible employees, including our NEOs, may allocate up to 15% of the participant’s compensation (as defined in the ESPP) for that year to purchase our Ordinary Shares at up to a 15% discount to the market price, subject to specified limits (including a maximum purchase of $25,000 per year as provided in the ESPP).

In addition, we provide other employee benefits to our NEOs on the same basis as our other full-time employees in the United States. These benefits include, but are not limited to, medical, dental, vision, life, disability, and accidental death and dismemberment insurance plans. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

We do not provide any material perquisites or other personal benefits to our executive officers, other than the amounts reported in the “All Other Compensation” column of the Summary Compensation Table. Any practices and policies with respect to perquisites or other personal benefits to our executive officers are subject to review and approval by our Compensation Committee.

Pension Benefits

Other than with respect to our 401(k) Plan, our U.S. employees, including our executive officers, do not participate in any plan sponsored by the Company that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

Deductibility of Executive Compensation

Under Section 162(m) of the Code, compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although our Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, our Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our NEOs in a manner consistent with the goals of our executive compensation program and the best interests of the Company and its shareholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m).

Clawback Policy

In compliance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder by the SEC and the NYSE listing standards, we have adopted a Clawback Policy that allows the Company to recoup certain incentive-based compensation from current and former executive officers under certain circumstances. A copy of the policy is available as Exhibit 97.1 to the 2025 Annual Report.

Risk Management as related to our Compensation Policies and Practices

Our Compensation Committee has reviewed the potential risks associated with the structure and design of our various compensation plans, including a comprehensive review of the material compensation plans and programs for all employees. Our Compensation Committee has concluded that our compensation plans and programs operate within our larger corporate governance and review structure that services and supports risk mitigation and discourages excessive or unnecessary risk-taking behavior. Our Compensation Committee has determined that our current compensation policies and practices for employees are not reasonably likely to have a material adverse effect on us.

Policies and Practices Related to the Grant of Option Awards

We have never granted and do not currently grant awards of options, share appreciation rights, or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event we determine to grant awards of such options, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

Fiscal 2026 Compensation Decisions

Equity Awards

On January 2, 2026, consistent with our practice of granting time-based and performance-based RSUs to our executive team every three years, we granted time-based and performance-based RSUs to each of our NEOs that will be eligible to vest in three equal tranches on February 28, 2027, February 28, 2028, and February 28, 2029, in each case, subject to the achievement of certain specified performance metrics and the NEO’s continued service through the applicable vesting date.

On January 2, 2026, we also granted market-based RSUs to Mr. Barrocas and Mr. Shah that are eligible to vest upon the achievement of specified levels of market capitalization within a five-year period.

Share Ownership Guidelines

On February 24, 2026, we adopted share ownership guidelines to further align the interests of our NEOs, other executive officers and all other members of our executive leadership team with those of our shareholders. The guidelines require that, by the later of January 1, 2031 or the fifth anniversary of the covered executive’s hiring or promotion into a covered role, the covered executive must own at least a number of Ordinary Shares with a value equal to three times his or her annual base salary (or, solely with respect to our Chief Executive Officer, seven times his annual base salary).

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the “Executive Compensation—Compensation Discussion and Analysis” section with our management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement, which will be incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Submitted by the Compensation Committee:

Timothy R. Warner (Chair)

Peter Feld

Jason Wortendyke

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table summarizes the total compensation for the years ended December 31, 2025, 2024, and 2023, of each of our NEOs.


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Mark Barrocas Chief Executive Officer and Director	2025	1,433,077	13,000,000	0	3,270,600	142,153	17,845,830
	2024	1,380,000	6,500,000	21,498,702(8)	4,007,520	83,054	33,469,277
	2023	1,269,231	34,830,869	64,894,074(8)(9)	3,036,000	1,331,801	105,361,975
Adam Quigley(6) Chief Financial Officer, EVP	2025	434,423	0	499,417	533,250	13,642	1,480,732
	2024	—	—	—	—	—	—
	2023	—	—	—	—	—	—
Patraic Reagan(7) Former Chief Financial Officer, EVP	2025	482,500	0	13,433	0	314,144	810,077
	2024	425,000	300,000	4,700,242(8)	491,240	246,111	6,162,593
	2023	—	—	—	—	—	—
Pedro J. Lopez-Baldrich Chief Legal Officer, EVP	2025	582,749	0	11,560	398,989	81,036	1,074,333
	2024	556,056	1,737,500	0	488,887	80,490	2,862,933
	2023	537,252	1,109,217	3,937,632	338,868	81,429	6,004,399
Neil Shah Chief Commercial Officer, EVP	2025	652,215	4,400,000	12,944	744,250	91,809	5,901,218
	2024	621,556	5,200,000	3,623,520(8)	911,942	107,629	10,464,646
	2023	598,405	11,161,593	9,425,049(8)	754,879	259,926	22,199,852

(1)Amounts reported include holiday pay in the following amounts with respect to 2025: $53,077 for Mr. Barrocas, $16,731 for Mr. Quigley, $25,000 for Mr. Reagan, $21,583 for Mr. Lopez-Baldrich and $24,156 for Mr. Shah.

(2)Amounts reported represent (i) 2025 exceptional leadership bonuses for Messrs. Barrocas and Shah, (ii) 2024 retention bonuses for Messrs. Barrocas, Lopez-Baldrich and Shah, 2024 exceptional leadership bonuses for Messrs. Barrocas, Lopez-Baldrich and Shah and a 2024 sign-on bonus for Mr. Reagan, and (iii) 2023 IPO recognition bonuses for Messrs. Barrocas, Lopez-Baldrich and Shah and 2023 exceptional leadership bonuses for Messrs. Barrocas and Shah. Each installment of the exceptional leadership bonuses was paid in recognition of strong performance and leadership and also intended to address the fact that the tax burden as a result of our

separation and distribution from JS Global, which was not determinable at the time of the separation and distribution, was a significant cash burden to each of these employees.

(3)Amounts reported represent the aggregate grant date fair value of RSU awards granted under our EIP in each respective fiscal year as determined in accordance with FASB ASC Topic 718. These awards represent the right to receive Ordinary Shares of the Company and the grant date fair value is calculated based on the number of shares granted subject to the awards, multiplied by the closing price per share of an Ordinary Share of the Company on the grant date. The assumptions used to calculate the grant date value of these awards are set forth in the notes to our consolidated financial statements included in our 2025 Annual Report.

(4)Amounts reported represent the amount earned by each NEO, as applicable, payable in February of the following year, with respect to 2025, 2024, and 2023 under the Annual Incentive Plan (or, solely with respect to Messrs. Barrocas and Shah, pursuant to their employment agreements).

(5)Amounts reported in the “All Other Compensation” column for fiscal 2025 are composed of the following items: (i) employer matching contributions to the Company’s qualified 401(k) plan of $14,000 for Messrs. Barrocas, Reagan, and Lopez-Baldrich, $13,642 for Mr. Quigley, and $6,764 for Mr. Shah; (ii) annual premiums for executive life insurance policies for Messrs. Barrocas, Lopez-Baldrich, and Shah; (iii) reimbursement for professional financial planning services for Mr. Lopez-Baldrich; (iv) the payment of tax planning services for Mr. Barrocas in the amount of $11,300; (v) for Messrs. Barrocas and Shah, the cost of a Company-leased vehicle, which was $31,115 for Mr. Shah, and for Messrs. Reagan and Lopez-Baldrich, a monthly car allowance; (vi) car insurance premiums on the Company-leased vehicles for Messrs. Barrocas and Shah; (vii) for Messrs. Barrocas, Reagan, Lopez-Baldrich, and Shah, the cost of executive physical examinations and concierge medical, which incurred a cost of $29,500 for Mr. Lopez-Baldrich; (viii) relocation expenses of $278,467 for Mr. Reagan; (ix) personal security services of $39,000 for Mr. Barrocas; and (x) for Messrs. Barrocas, Reagan, Lopez-Baldrich, and Shah, a tax gross up was provided to help offset the incremental tax on certain executive perquisites. The tax gross up was $39,414 for Mr. Shah. All dollar amounts reflect the actual incremental costs paid or reimbursed by the Company to provide these perquisites and personal benefits.

(6)Mr. Quigley was appointed as our interim Chief Financial Officer effective September 5, 2025 and appointed to serve as Chief Financial Officer on a permanent basis effective November 6, 2025.

(7)Mr. Reagan was appointed as our Chief Financial Officer effective April 22, 2024 and resigned from his position as our Chief Financial Officer effective September 5, 2025. In connection with his employment with SharkNinja and appointment as the Company’s Chief Financial Officer on April 22, 2024, Mr. Reagan signed an offer letter, dated as of March 17, 2024. It provided for compensation generally in the form of (1) annual base salary, (2) an annual target bonus opportunity of 75% of base salary, (3) an equity grant under our long-term incentive plan, (4) participation in employee benefits available for all senior executives, (5) a sign-on bonus in the amount of $300,000, (6) relocation expense reimbursement in an amount up to $80,000 (which was subsequently increased to $326,474), and (7) a car allowance of $1,000 per month. The relocation expenses and a prorated portion of the sign-on bonus were subject to repayment upon a voluntary resignation within 24 months following his employment start date. On April 3, 2026, the Company entered into a release agreement with Mr. Reagan pursuant to which a portion of his repayment obligations were forgiven and he agreed to pay the remaining $200,000.

(8)To strengthen alignment between NEO pay outcomes and shareholder value creation, market-based RSUs were granted to Messrs. Barrocas and Shah at the 2023 U.S. listing with vesting based on achieving specified average daily market-cap levels over a consecutive 120-trading-day period. The four tranches tied to market-cap thresholds were $3.5 billion, $5.6 billion, $7.5 billion and $9.5 billion. All tranches vested in fiscal 2023 and 2024. Additional market-based RSUs were granted in fiscal 2024 to Messrs. Barrocas, Shah, and Reagan, with vesting based on achieving specified average daily market-cap levels over a consecutive 120-trading-day period, with a single tranche that would vest upon achieving the market-cap threshold of $12.5 billion for Messrs. Barrocas and Shah, or $9.5 billion for Mr. Reagan. Mr. Reagan’s 2024 award vested in fiscal 2024, Mr. Barrocas’ and Mr. Shah’s 2024 awards vested in fiscal 2025, and no new market-based RSUs were granted in fiscal 2025.

(9)To recognize his high standard of service during his tenure and increase in responsibilities at the Company as CEO, in connection with the 2023 U.S. listing, Mr. Barrocas received a one-time grant of Ordinary Shares that vested shortly after the U.S. listing.

Grants of Plan-Based Awards in the Fiscal Year Ended December 31, 2025


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units(3)	Grant date fair value of stock awards(4) ($)
		Threshold ($)	Target ($)	Maximum ($)	Threshold	Target	Maximum
Mark Barrocas Chief Executive Officer and Director	Annual Cash Bonus	1,380,000	2,760,000	4,140,000	—	—	—	—	—
Adam Quigley Chief Financial Officer, EVP	Annual Cash Bonus	225,000	450,000	675,000	—	—	—	—	—
	4/29/2025	—	—	—	—	—	—	98	7,978
	9/9/2025	—	—	—	1,492	2,984	2,984	—	343,996
	9/9/2025	—	—	—	—	—	—	1,279	147,443
Patraic Reagan Former Chief Financial Officer, EVP	Annual Cash Bonus	243,750	487,500	731,250	—	—	—	—	—
	4/29/2025	—	—	—	—	—	—	165	13,443
Pedro J. Lopez-Baldrich Chief Legal Officer, EVP	Annual Cash Bonus	168,350	336,699	505,049	—	—	—	—	—
	4/29/2025	—	—	—	—	—	—	142	11,560
Neil Shah Chief Commercial Officer, EVP	Annual Cash Bonus	314,030	628,059	942,089	—	—	—	—	—
	4/29/2025	—	—	—	—	—	—	159	12,944

(1)Non-Equity Incentive Plan awards are paid under our Annual Incentive Plan (or, solely with respect to Messrs. Barrocas and Shah, pursuant to their employment agreements), the material terms of which are described in the Compensation Discussion & Analysis section “Principal Elements of Compensation.” For 2025, amounts payable were paid in cash in February 2026. See the Summary Compensation Table for actual amounts paid with respect to 2025 under the Annual Incentive Plan.

(2)Amounts shown as granted on September 9, 2025 reflect the Threshold, Target, and Maximum awards for the performance-based RSUs granted in connection with Mr. Quigley’s promotion to Chief Financial Officer, which vested on February 28, 2026. Threshold reflects 50% of the target performance shares granted, and maximum reflects 100% of the target performance shares granted. The material terms of this award are described in the Compensation Discussion & Analysis section “Principal Elements of Compensation”.

(3)Amounts shown represent the time-based RSUs granted in lieu of merit-based salary increases, with the exception of Mr. Quigley’s September 9, 2025 award granted in connection with his promotion. The material terms of these grants are described in the Compensation Discussion & Analysis section “Principal Elements of Compensation”.

(4)Amounts shown are the value of the equity-based compensation grants as of the 2025 grant date under FASB ASC Topic 718. The material terms of these grants are described in the Compensation Discussion & Analysis section “Principal Elements of Compensation”.

Outstanding Equity Awards at Fiscal Year-End Table


		Stock Awards
Name(1)	Grant Date	Number of Shares or Units of Stock That Have Not Vested(2)	Market Value of Shares or Units of Stock That Have Not Vested(3) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Mark Barrocas Chief Executive Officer and Director	7/28/2023	140,373	15,707,739	327,536	36,651,278
Adam Quigley Chief Financial Officer, EVP	7/28/2023	1,896	212,162	4,427	495,381
	4/29/2025	25	2,798	—	—
	9/9/2025	1,279	143,120	2,984	333,910
Pedro J. Lopez-Baldrich Chief Legal Officer, EVP	7/28/2023	13,104	1,466,338	30,576	3,421,454
	4/29/2025	36	4,028	—	—
Neil Shah Chief Commercial Officer, EVP	7/28/2023	21,893	2,449,827	51,083	5,716,188
	4/29/2025	40	4,476	—	—

(1)Upon Mr. Reagan’s resignation from his employment with SharkNinja effective September 5, 2025, all of his outstanding equity awards were canceled. As a result, he is not listed in the table.

(2)Amount reflects time-based RSUs that vested on February 28, 2026.

(3)The dollar amounts shown in this column are determined by multiplying the number of shares or units shown in the preceding column by $111.90, the closing price of SharkNinja’s Ordinary Shares on December 31, 2025, the last trading day of SharkNinja’s fiscal year.

(4)Performance-based RSUs vested on February 28, 2026 if and to the extent that the performance targets were met at the end of the performance period. The number of shares in the table reflects payout at the target/maximum level of performance (100% payout).

Option Exercises and Stock Vested Table


	Stock Awards
Name(1)	Number of Shares Acquired on Vesting	Value Realized on Vesting(2) ($)
Mark Barrocas Chief Executive Officer and Director	467,909	49,172,557
Adam Quigley Chief Financial Officer, EVP	6,396	672,048
Pedro J. Lopez-Baldrich Chief Legal Officer, EVP	43,784	4,601,098
Neil Shah Chief Commercial Officer, EVP	73,095	7,681,367

(1)Upon Mr. Reagan’s resignation from his employment with SharkNinja effective September 5, 2025, all of his outstanding equity awards were canceled. As a result, he is not listed in the table.

(2)The dollar amounts shown in this column are determined by multiplying the number of shares acquired on vesting by the per-share closing price of SharkNinja’s Ordinary Shares on the vesting date.

Pension Benefits

As of December 31, 2025, we had not granted any pension benefits to any of our executive officers.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

As of December 31, 2025, we did not have any nonqualified defined contribution or other nonqualified deferred compensation plans.

Potential Payments Upon Termination or Change-in-Control

The table below quantifies certain compensation and benefits that would have become payable to each of our NEOs if their employment had terminated on December 31, 2025 as a result of each of the termination scenarios set forth in the table or in the event of a change in control of the Company on December 31, 2025 (with the value of equity awards calculated based on $111.90, the closing price of SharkNinja’s Ordinary Shares on December 31, 2025, the last trading day of SharkNinja’s fiscal year).

Employment agreements for each of our NEOs include provisions for severance benefits in the case of a termination by the Company without cause or resignation by the NEO for good reason (such termination, a “Qualifying Termination”). The material terms of each employment agreement are described in the Compensation Discussion & Analysis section of “Other Features of Our Executive Compensation Program.” Mr. Reagan is not included in the table below, as his resignation from employment with the Company effective September 5, 2025 did not entitle him to any severance pay or benefits.

Pursuant to his initial award agreement, Mr. Barrocas’ time-based and performance-based RSUs were eligible to continue vesting following a termination of his employment by the Company without cause or his resignation for good reason. Additionally, Mr. Barrocas’ time-based RSUs were eligible to accelerate in full upon a termination of his employment by the Company without cause or his resignation for good reason, in either case, within 12 months following the effective date of a change in control of the Company.

Other than with respect to the individual offer letters and employment agreements with our NEOs, and the vesting of certain RSU awards held by our Chief Executive Officer upon a change in control, in each case, as described above, we do not provide severance or change in control benefits for our executive officers. We also do not have any agreements with our NEOs guaranteeing any tax gross-up payments on severance or change in control payments or benefits.


Named Executive Officer	Termination Scenario	Cash Severance ($)	Pro Rata Annual Bonus ($)(2)	Equity Vesting Continuation ($)	Equity Acceleration ($)	Other Benefits ($)(2)	Total ($)
Mark Barrocas Chief Executive Officer and Director	Qualifying Termination	6,210,000	3,270,600	52,359,017	—	37,202	61,876,819
	Change in Control with Qualifying Termination	6,210,000	3,270,600	36,651,278	15,707,739	37,202	61,876,819
	Death or Disability	6,210,000	3,270,600	—	—	37,202	9,517,802
Adam Quigley Chief Financial Officer, EVP	Qualifying Termination	600,000	—	—	—	24,801	624,801
	Change in Control with Qualifying Termination	600,000	—	—	—	24,801	624,801
	Death or Disability	—	533,250	—	—	—	533,250
Pedro J. Lopez-Baldrich Chief Legal Officer, EVP	Qualifying Termination	578,000	—	—	—	19,803	597,803
	Change in Control with Qualifying Termination	578,000	—	—	—	19,803	597,803
	Death or Disability	—	398,989	—	—	—	398,989
Neil Shah Chief Commercial Officer, EVP	Qualifying Termination	1,300,000	744,250	—	—	24,801	2,069,051
	Change in Control with Qualifying Termination	1,300,000	744,250	—	—	24,801	2,069,051
	Death or Disability	—	744,250	—	—	—	744,250

(1)Reflects a prorated bonus payment based on the number of calendar days the NEO was actively employed during the applicable fiscal year (with amounts shown at target for the full fiscal year).

(2)Consists of payments for post-termination continued health coverage premiums.

Pay Versus Performance


Year	Summary compensation table total for PEO(1)	Compensation actually paid to PEO(1)	Average summary compensation table total for non-PEO named executive officers(2)	Average compensation actually paid to non-PEO named executive officers(2)	Value of initial fixed $100 investment based on:		Net income ($M)(5)	Adjusted Net Income ($M)(6)
					Total Shareholder return(3)	Peer group total shareholder return(4)
2025	17,845,830	28,266,163	2,316,590	2,283,468	271	142	701.4	749.6
2024	33,469,277	108,213,011	6,496,724	12,743,329	236	134	438.7	616.2
2023	105,361,975(7)	155,064,225	14,102,125(7)	19,399,781	124	104	167.1	449.3

(1)For each of the years presented in the table, our principal executive officer (“PEO”) is our Chief Executive Officer, Mark Barrocas.

The amount of “Compensation Actually Paid” to Mr. Barrocas is computed in accordance with Item 402(v) of Regulation S-K. This amount does not reflect the total compensation actually realized or received by Mr. Barrocas. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.


Compensation Actually Paid to PEO	2025	2024	2023
Summary Compensation Table Total	17,845,830	33,469,277	105,361,975
Less, value of “Stock Awards” reported in Summary Compensation Table	0	(21,498,702)	(64,894,074)
Less, change in pension value and Non-Qualified Deferred Compensation earnings	0	0	0
Plus, year-end fair value of outstanding and unvested equity awards granted in the year	0	0	107,726,037
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years	6,803,397	43,225,433	0
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year	3,616,937	53,017,003	6,870,287
Plus change in dividends accrued	0	0	0
Compensation Actually Paid to PEO	28,266,163	108,213,011	155,064,225

(2)For each of the years presented in the table, our non-principal executive officers who are NEOs (“non-PEO NEOs”) are Adam Quigley, Patraic Reagan, Pedro J. Lopez-Baldrich and Neil Shah with respect to fiscal year

2025, Patraic Reagan, Larry Flynn, Pedro J. Lopez-Baldrich and Neil Shah with respect to fiscal year 2024, and Larry Flynn, Pedro J. Lopez-Baldrich and Neil Shah with respect to fiscal year 2023.


Compensation Actually Paid to Non-PEO NEOs	2025	2024	2023
Average Summary Compensation Table Total	2,316,590	6,496,724	14,102,125
Less, value of “Stock Awards” reported in Summary Compensation Table	(134,338)	(2,774,587)	(6,681,341)
Less, change in pension value and Non-Qualified Deferred Compensation earnings	0	0	0
Plus, year-end fair value of outstanding and unvested equity awards granted in the year	122,083	2,072,275	11,978,997
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years	(330,075)	3,592,196	0
Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year	309,208	3,356,721	0
Plus change in dividends accrued	0	0	0
Compensation Actually Paid to Non-PEO NEOs	2,283,468	12,743,329	19,399,781

(3)Total Shareholder Return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is July 31, 2023.

(4)The peer group used for this purpose is the following published industry index: S&P 500 Consumer Discretionary Sector Index.

(5)Represents the amount of Net Income reflected in the Company’s audited financial statements for the applicable year.

(6)Adjusted Net Income is a non-GAAP measure. See Annex A for a reconciliation of Adjusted Net Income to the most directly comparable GAAP financial measure.

(7)Upon the U.S. listing, Mr. Barrocas received greater compensation than in typical years for his service as PEO because of compensation arrangements entered into in connection with the U.S. listing and in recognition of his status as CEO. Other NEOs also received greater compensation than in typical years for their service as NEOs because of compensation arrangements entered into in connection with the U.S. listing.

Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”) as a Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR Per $100”)

The following graph illustrates the relationship between Compensation Actually Paid for the PEO and average non-PEO NEO and the Total Shareholder Return of SharkNinja and the S&P 500 Consumer Discretionary Index for the fiscal years ended December 31, 2025, 2024, and 2023.

Relationship Between Compensation Actually Paid and Net Income

The following graph illustrates the relationship between Compensation Actually Paid for the PEO and average non-PEO NEO and the Company’s Net Income for the fiscal years ended December 31, 2025, 2024, and 2023.

Relationship Between Compensation Actually Paid and Adjusted Net Income

SEC Form PRE 14A filed by SharkNinja Inc.