Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provide information that management believes is relevant to an assessment and understanding of our results of operations and financial condition. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q, as well as the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission ("SEC") on March 2, 2026 (the "Form 10-K"), for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
SharkNinja is a global product design and technology company that creates innovative 5-star rated lifestyle solutions for consumers around the world. We have built two billion-dollar+ brands that drive strong growth and innovation across the 41 sub-categories in which we compete today. We have a proven track record of entering and establishing leadership positions by disrupting the market across household product categories, including Cleaning, Cooking and Beverage, Food Preparation, and Beauty and Home Environment Appliances. The Company has identified two operating segments, Domestic and International, based on geographic sales regions for which discrete financial information is available. Domestic consists of the United States and Canada, and International consists of markets outside the United States and Canada. The Company has determined that these two operating segments meet the aggregation criteria in ASC 280-10-50-11 and therefore are aggregated into one reportable segment. See "Note 3 - Segment Reporting" to our unaudited condensed consolidated financial statements found within Part I, Item 1 in this Quarterly Report on Form 10-Q for additional information.
Our success is centered around our advanced engineering and innovation capabilities coupled with our deep understanding of consumer needs. We relentlessly seek to deliver innovative home appliances at compelling value in order to delight consumers. Our continued growth in sales and increasing market share demonstrate that our products deliver lifestyle solutions that meet our consumers' evolving needs and desires.
We drive high brand engagement through our dynamic approach to solutions-driven storytelling in categories that we believe have not been historically known for high engagement. This solutions-driven approach focuses on educating the consumer on our innovative solution to a consumer problem that makes their experience more efficient and more enjoyable. Our differentiated storytelling complements our innovative products across a variety of channels, including in-store, online, across social media and on television. This approach engages current and new consumers, fueling demand for our solutions across a variety of categories. Utilizing this strategy, we have built a global community of passionate brand ambassadors who we believe value our innovation, quality and performance.
We sell our products using an omnichannel distribution strategy that consists primarily of retail and direct-to-consumer ("DTC") channels. Our retail channel covers brick-and-mortar retailers, e-commerce platforms, distributors and multichannel retailers, which, in turn, sell our products to the end consumers. Some of the largest retailers we sell to include Amazon, Costco, Walmart, Target and Best Buy, as well as a significant number of independent retailers. Our DTC channel covers sales directly to consumers through our websites and social media platforms. The goal of our omnichannel distribution strategy is to be the most prominent and relevant brand wherever our consumers choose to shop.
We have built an agile and efficient supply chain over time and have made significant investments to optimize manufacturing and sourcing. Our supply chain infrastructure harnesses three differentiating factors: (i) long-standing factory partnerships that allow us to rapidly develop and produce our products, (ii) factory flexibility that allows us to incorporate insights and adapt at any stage of the production process and (iii) our volumes and long-term strategic partnerships with key shippers allow us to attain competitive inbound freight rates, even when the market is constrained. We have also made significant investments in local talent to help oversee the production process and ensure that our manufacturers' products meet our strenuous quality standards.
Recent Developments, Macroeconomic Conditions and Potential Impacts
We expect continued uncertainty in our business and the global economy due to tariffs and trade policies, including retaliatory tariff measures; inflationary trends; fluctuations in foreign currency exchange rates; swings in macroeconomic conditions and their effect on consumer confidence and discretionary spending; volatility in employment trends; geopolitical developments, including conflicts in the Middle East; and supply chain pressures, any of which may impact our results.
The tariff environment has been and continues to be highly dynamic. On February 20, 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump that the IEEPA does not authorize the President to impose tariffs. Following the decision, the President terminated the additional duties previously imposed under IEEPA and, effective February 24, 2026, imposed a 10% global import surcharge on most imported goods under Section 122 of the Trade Act of 1974. The Section 122 surcharge was temporary and, by statute, expired on July 24, 2026, without a congressional extension. Effective July 24, 2026, the administration imposed successor tariffs under Section 301 of the Trade Act of 1974 on imports from approximately 60 trading partners, at rates generally ranging from 10% to 12.5%, including an additional 12.5% on covered imports from China; the scope, rates, and duration of these actions may change. Additionally, the successor Section 301 tariffs, and amounts previously collected under the Section 122 surcharge, are subject to pending legal challenges. Tariffs previously imposed under Section 301 and Section 232, including on goods imported from China, remain in effect and are unaffected by the Supreme Court's ruling.
We continue to monitor developments related to the refund of IEEPA duties previously paid. On March 4, 2026, the U.S. Court of International Trade ordered CBP to refund IEEPA duties collected, and CBP has established administrative processes to facilitate refund claims; aspects of the refund order remain subject to a pending government appeal before the U.S. Court of Appeals for the Federal Circuit. During the third quarter of 2026, CBP accepted tariff refund claims totaling approximately $243.8 million. As of September 30, 2026, approximately $186.1 million of tariff refund claims and related interest was recorded as a receivable within prepaid expenses and other current assets and was subsequently received in October 2026. Approximately $68.2 million had been received during the quarter and recorded as cash in the Condensed Consolidated Balance Sheets.
In the Condensed Consolidated Statements of Income, $243.8 million related to the tariff refund claims was recorded as a reduction to cost of sales, and $10.5 million of related interest was recorded in interest income (expense), net. In addition, $45.2 million was recorded in accrued expenses and other current liabilities, with a corresponding increase in cost of sales, for the portion of the 2025 tariff refunds payable to factory partners. This resulted in a net benefit to cost of sales of $198.6 million and interest income of $10.5 million for the three and nine months ended September 30, 2026. Additional duties paid under protective protests have not yet been resolved; any related recoveries, and related interest, will be recognized when the related contingencies are resolved. See "Note 10 - Commitments and Contingencies."
Subsequent to September 30, 2026, we submitted additional refund claims of approximately $35.8 million for IEEPA duties previously paid through Phase 3 of CBP's refund process, which CBP accepted in October 2026. As a result, the Company expects to recognize a benefit of approximately $35.8 million as a reduction of cost of sales, and related interest of approximately $3.3 million in the fourth quarter of 2026. The timing of cash receipt remains subject to CBP processing. See "Note 15 - Subsequent Events."
In response to the evolving tariff environment, we have taken and continue to take mitigating actions across our buy-side and sell-side operations, including supply chain and geographic sourcing diversification, cost optimization and value engineering initiatives, targeted pricing actions, and supplier negotiations. We cannot predict the ultimate scope, duration, or impact of current or future tariff actions, or the extent to which our mitigation efforts will be successful. For additional discussion of risks associated with tariffs and trade policy, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Key Components of Results of Operations
Net Sales
We offer a broad range of products that span 41 sub-categories primarily within small household appliances. We generate net sales from product sales to retailers, both brick-and-mortar and online, as well as through DTC sales and distributors. Our DTC channels include our websites and social commerce platforms. We recognize sales upon transfer of control of products to retailers, consumers and distributors, net of returns, discounts and allowances and funding provided to retailers for promotions and advertising of our products. Control is generally transferred upon shipment or delivery of the products, depending on shipping terms. Net sales are
impacted by the effect of foreign exchange rates, competition, consumer spending habits and general economic conditions.
We disaggregate the net sales of our products across four categories:
•Cleaning Appliances, which includes corded and cordless vacuums, including handheld and robotic vacuums, as well as other floorcare products including steam mops, wet/dry cleaning floor products and carpet extraction;
•Cooking and Beverage Appliances, which includes air fryers, multi-cookers, outdoor and countertop grills and ovens, propane grills, fire pits, coffee systems, carbonation, cookware, cutlery, kettles, toasters, bakeware, microwaves and water filtration systems;
•Food Preparation Appliances, which includes blenders, food processors, ice cream makers, juicers, frozen drink appliances and coolers; and
•Beauty and Home Environment Appliances, which includes beauty appliances in both haircare and skincare, as well as home environment products such as air purifiers and fans.
Gross Profit and Gross Margin
Gross profit reflects net sales less the cost of sales. Cost of sales primarily consists of the purchase cost of our products from third-party manufacturers, inbound freight costs, tariffs, product quality testing and inspection costs, the costs associated with receiving inventory into our warehouses, depreciation on molds and tooling that we own, warranty costs, damages, obsolescence and shrinkage costs and allocated overhead, including the service fee paid to JS Global for supply chain services under the Sourcing Services Agreement, which ended on July 31, 2025.
We calculate gross margin as gross profit divided by net sales. Gross margin is generally impacted by changes in channel mix since our DTC sales usually generate a higher gross margin than sales to retailers and distributors. Additionally, gross margin is impacted by product category mix, foreign currency fluctuations, changes in tariff policies, refund claims for tariffs previously paid, net of amounts payable to factory partners, fluctuations in inbound freight costs and fluctuations in commodity and component costs.
Operating Expenses
Our operating expenses consist of research and development, sales and marketing and general and administrative expenses. Advertising expenses are a significant component of our operating expenses and consist of digital advertising, social media and other advertising. Personnel-related expenses are also a significant component of operating expenses and consist of salaries and bonuses, share-based compensation and employee benefit costs. Our operating expenses also include allocated overhead. Overhead costs that are not substantially dedicated for use by a specific functional group are allocated based on headcount. Allocated overhead costs include shared costs associated with facilities, including rent and utilities and depreciation of property and equipment. We expect our operating expenses to increase on an absolute dollar basis for the foreseeable future as we continue to increase investments to support our growth, including expanding research and development capabilities and greater marketing activities.
Research and Development
Research and development costs primarily consist of personnel-related costs for our engineering and product development personnel responsible for the design, development and testing of our products, contractors and consulting expenses, the cost of components and test equipment used for product, tooling and prototype development, prototype expenses, overhead costs and amortization of intangible assets related to patents and amortization expenses related to capitalized development software.
Sales and Marketing
Sales and marketing expenses primarily consist of advertising, marketing and other brand-building costs, salaries and associated expenses for sales and marketing teams, shipping and fulfillment costs, including costs for third-party delivery services and shipping materials, overhead costs, amortization expenses of intangible assets related to customer relationships and depreciation expenses.
General and Administrative
General and administrative expenses primarily consist of personnel-related costs for finance, legal, human resources, information technology and administrative functions, third-party professional service fees for external legal, accounting and other consulting services, depreciation expenses, overhead costs and expenses associated with operating as a public company, including expenses to comply with the rules and regulations of the SEC and the listing rules of NYSE, as well as expenses for corporate insurance, director and officer insurance, and investor relations.
Interest Income (Expense), Net
Interest income (expense), net primarily consists of interest expense on our borrowings, including our term loan facility, offset by interest earned on our cash and cash equivalents and interest related to IEEPA tariff refund claims. See "Indebtedness" under "Liquidity and Capital Resources" below.
Other (Expense) Income, Net
Other (expense) income, net primarily consists of gains and losses on foreign currency transactions, foreign currency forward contracts and other income and expenses that are not part of our normal operating activities. See "Foreign Currency Exchange Risk" under "Quantitative and Qualitative Disclosures About Market Risk" in Part I, Item 3 of this Quarterly Report on Form 10-Q.
Provision for Income Taxes
Provision for income taxes consists primarily of income taxes in the United States and other foreign jurisdictions in which we conduct our business.
Results of Operations
The following table sets forth our selected condensed consolidated statements of income information for each of the periods indicated:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
($ in thousands)
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net sales
|
$
|
1,976,427
|
|
|
$
|
1,630,240
|
|
|
$
|
5,154,709
|
|
|
$
|
4,297,754
|
|
|
Cost of sales
|
806,416
|
|
|
812,771
|
|
|
2,429,393
|
|
|
2,168,892
|
|
|
Gross profit
|
1,170,011
|
|
|
817,469
|
|
|
2,725,316
|
|
|
2,128,862
|
|
|
Operating expenses:
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|
|
|
|
|
|
|
|
Research and development(1)
|
117,920
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|
|
92,826
|
|
|
326,137
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|
|
269,838
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|
|
Sales and marketing(1)
|
460,733
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|
|
365,919
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|
|
1,217,581
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|
|
999,376
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|
|
General and administrative(1)
|
148,499
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|
|
95,833
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|
|
394,834
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|
|
283,164
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|
|
Total operating expenses
|
727,152
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|
|
554,578
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|
|
1,938,552
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|
|
1,552,378
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|
|
Operating income
|
442,859
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|
|
262,891
|
|
|
786,764
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|
|
576,484
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|
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Interest income (expense), net
|
3,072
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|
|
(12,782)
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|
|
(11,425)
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|
|
(39,176)
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Other (expense) income, net
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(4,699)
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|
|
(6,116)
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|
(22,832)
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|
|
33,103
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Income before income taxes
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441,232
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|
|
243,993
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|
|
752,507
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|
|
570,411
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Provision for income taxes
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102,871
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|
|
55,264
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|
|
162,868
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|
|
124,249
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Net income
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$
|
338,361
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|
|
$
|
188,729
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|
|
$
|
589,639
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|
|
$
|
446,162
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|
(1) Includes share-based compensation as follows:
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|
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|
|
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|
|
Three Months Ended September 30,
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Nine Months Ended September 30,
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($ in thousands)
|
2026
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|
2025
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|
2026
|
|
2025
|
|
Research and development
|
$
|
6,427
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|
|
$
|
2,995
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|
|
$
|
18,383
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|
|
$
|
7,771
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|
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Sales and marketing
|
12,142
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|
|
3,445
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|
|
31,410
|
|
|
10,617
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|
|
General and administrative
|
23,460
|
|
|
2,680
|
|
|
69,759
|
|
|
13,210
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|
|
Total share-based compensation
|
$
|
42,029
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|
|
$
|
9,120
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|
|
$
|
119,552
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|
|
$
|
31,598
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|
The following table sets forth our selected condensed consolidated statements of income information as a percentage of our total net sales for each of the periods indicated:
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Three Months Ended September 30,
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Nine Months Ended September 30,
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(in percentages)
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2026
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|
2025
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|
2026
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|
2025
|
|
Net sales
|
100.0
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%
|
|
100.0
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%
|
|
100.0
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%
|
|
100.0
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%
|
|
Cost of sales
|
40.8
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|
|
49.9
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|
|
47.1
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|
|
50.5
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|
|
Gross profit
|
59.2
|
|
|
50.1
|
|
|
52.9
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|
|
49.5
|
|
|
Operating expenses:
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|
|
|
|
|
|
|
|
Research and development
|
6.0
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|
|
5.7
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|
|
6.3
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|
|
6.3
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Sales and marketing
|
23.3
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|
22.4
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|
|
23.6
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|
|
23.3
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General and administrative
|
7.5
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|
|
5.9
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|
|
7.7
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|
|
6.6
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|
|
Total operating expenses
|
36.8
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|
|
34.0
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|
|
37.6
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|
|
36.2
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|
|
Operating income
|
22.4
|
|
|
16.1
|
|
|
15.3
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|
|
13.3
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|
|
Interest income (expense), net
|
0.2
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|
|
(0.8)
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|
|
(0.2)
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|
|
(0.9)
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Other (expense) income, net
|
(0.3)
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|
|
(0.3)
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|
|
(0.5)
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|
|
0.9
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Income before income taxes
|
22.3
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|
|
15.0
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|
|
14.6
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|
|
13.3
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|
|
Provision for income taxes
|
5.2
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|
|
3.4
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|
|
3.2
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|
|
2.9
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|
|
Net income
|
17.1
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%
|
|
11.6
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%
|
|
11.4
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%
|
|
10.4
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%
|
Comparison of the Three Months Ended September 30, 2026 and 2025
Net Sales
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Three Months Ended September 30,
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($ in thousands, except %)
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2026
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2025
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$ Change
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% Change
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Net sales
|
$
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1,976,427
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|
|
$
|
1,630,240
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|
|
$
|
346,187
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|
21.2
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%
|
Our net sales increased by $346.2 million, or 21.2%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in net sales resulted from growth in Cooking and Beverage Appliances, Beauty and Home Environment Appliances, Food Preparation Appliances and Cleaning Appliances.
Net sales in our product categories were as follows:
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|
Three Months Ended September 30,
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|
($ in thousands, except %)
|
2026
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|
2025
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|
$ Change
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% Change
|
|
Cleaning Appliances
|
$
|
617,164
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|
|
$
|
592,919
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|
|
$
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24,245
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4.1
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%
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Cooking and Beverage Appliances
|
597,737
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|
|
437,439
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|
|
160,298
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|
|
36.6
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|
|
Food Preparation Appliances
|
485,469
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|
|
410,542
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|
|
74,927
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|
|
18.3
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|
Beauty and Home Environment Appliances
|
276,057
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|
|
189,340
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|
|
86,717
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|
|
45.8
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|
|
Total net sales
|
$
|
1,976,427
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|
|
$
|
1,630,240
|
|
|
$
|
346,187
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|
|
21.2
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%
|
•Cleaning Appliances net sales increased by $24.2 million, or 4.1%, to $617.2 million in the three months ended September 30, 2026, compared to $592.9 million for the three months ended September 30, 2025. This increase was driven by the corded and cordless vacuums sub-categories.
•Cooking and Beverage Appliances net sales increased by $160.3 million, or 36.6%, to $597.7 million in the three months ended September 30, 2026, compared to $437.4 million for the three months ended September 30, 2025. This increase was driven by sales of the Ninja Luxe Café espresso machine and the strength of the Ninja Crispi.
•Food Preparation Appliances net sales increased by $74.9 million, or 18.3%, to $485.5 million in the three months ended September 30, 2026, compared to $410.5 million for the three months ended September 30, 2025. This increase was driven by strong growth in the blending sub-category.
•Beauty and Home Environment Appliances net sales increased by $86.7 million, or 45.8%, to $276.1 million in the three months ended September 30, 2026, compared to $189.3 million for the three months ended September 30, 2025. This increase was driven by continued strength of the skincare, air purifiers, and fan product portfolios.
Geographically, Domestic net sales increased by $213.0 million, or 19.4%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase was driven by growth within existing categories and the success of new product categories. International net sales increased by $133.2 million, or 25.2%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase was driven by continued growth in core categories across international markets, including markets where we are expanding our presence.
Gross Profit and Gross Margin
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|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
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|
% Change
|
|
Gross profit
|
$
|
1,170,011
|
|
|
$
|
817,469
|
|
|
$
|
352,542
|
|
|
43.1
|
%
|
|
Gross margin
|
59.2
|
%
|
|
50.1
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%
|
|
|
|
|
Our gross profit increased by $352.5 million, or 43.1%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Our gross margin increased by 910 basis points for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in gross margin was primarily driven by the recognition of $243.8 million in benefits related to refund claims for duties previously paid under IEEPA, less $45.2 million payable to factory partners, as well as cost optimization efforts and favorable shifts in categories and channels, partially offset by unfavorable foreign currency and increased retailer activations.
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Research and development
|
$
|
117,920
|
|
|
$
|
92,826
|
|
|
$
|
25,094
|
|
|
27.0
|
%
|
|
Percentage of net sales
|
6.0
|
%
|
|
5.7
|
%
|
|
|
|
|
|
Sales and marketing
|
$
|
460,733
|
|
|
$
|
365,919
|
|
|
$
|
94,814
|
|
|
25.9
|
%
|
|
Percentage of net sales
|
23.3
|
%
|
|
22.4
|
%
|
|
|
|
|
|
General and administrative
|
$
|
148,499
|
|
|
$
|
95,833
|
|
|
$
|
52,666
|
|
|
55.0
|
%
|
|
Percentage of net sales
|
7.5
|
%
|
|
5.9
|
%
|
|
|
|
|
|
Total operating expenses
|
$
|
727,152
|
|
|
$
|
554,578
|
|
|
$
|
172,574
|
|
|
31.1
|
%
|
|
Percentage of net sales
|
36.8
|
%
|
|
34.0
|
%
|
|
|
|
|
Research and Development
Research and development expenses increased by $25.1 million, or 27.0%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase was primarily driven by an increase of $16.6 million in personnel-related expenses reflecting increased headcount to support new product categories and new market expansion, and an increase of $6.8 million in prototypes and testing costs.
Sales and Marketing
Sales and marketing expenses increased by $94.8 million, or 25.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase was primarily attributable to increases of $31.4 million in personnel-related expenses to support new product launches and expansion into new markets, $28.3 million in delivery and distribution costs, driven by higher volumes, changes in product mix and higher fuel costs, $25.3 million in advertising-related expenses, and $2.0 million in product sample costs to support marketing and social commerce initiatives.
General and Administrative
General and administrative expenses increased by $52.7 million, or 55.0%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase was driven by an increase of $32.3 million in personnel-related expenses, primarily due to a $20.8 million increase in share-based compensation, as well as an increase of $6.9 million in bad debt expense, and an increase of $4.8 million in technology costs associated with cloud computing solutions.
Interest Income (Expense), Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Interest income (expense), net
|
$
|
3,072
|
|
|
$
|
(12,782)
|
|
|
$
|
15,854
|
|
|
(124.0)
|
%
|
|
Percentage of net sales
|
0.2
|
%
|
|
(0.8)
|
%
|
|
|
|
|
Interest income (expense), net changed by $15.9 million, or 124.0%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This change was primarily due to a $13.1 million increase in interest income, driven by $10.5 million in interest related to IEEPA tariff refund claims and higher interest income on cash and cash equivalents due to higher average balances and changes in interest rates. Interest expense on our term loan decreased by $1.7 million, driven by principal payments made throughout the year.
Other (Expense) Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Other (expense) income, net
|
$
|
(4,699)
|
|
|
$
|
(6,116)
|
|
|
$
|
1,417
|
|
|
(23.2)
|
%
|
|
Percentage of net sales
|
(0.3)
|
%
|
|
(0.3)
|
%
|
|
|
|
|
Other (expense) income, net changed by $1.4 million, or 23.2%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Provision for Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Provision for income taxes
|
$
|
102,871
|
|
|
$
|
55,264
|
|
|
$
|
47,607
|
|
|
86.1
|
%
|
|
Percentage of income before income taxes
|
23.3
|
%
|
|
22.6
|
%
|
|
|
|
|
Provision for income taxes increased by $47.6 million, or 86.1%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Our effective tax rate ("ETR") was 23.3% and 22.6% of our income before income taxes for the three months ended September 30, 2026 and 2025, respectively. This increase in the ETR was primarily driven by changes in the geographic mix of earnings and applicable tax rates.
Comparison of the Nine Months Ended September 30, 2026 and 2025
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Net sales
|
$
|
5,154,709
|
|
|
$
|
4,297,754
|
|
|
$
|
856,955
|
|
|
19.9
|
%
|
Our net sales increased by $857.0 million, or 19.9%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in net sales resulted from growth in each of our four major product categories of Cooking and Beverage Appliances, Beauty and Home Environment Appliances, Cleaning Appliances and Food Preparation Appliances.
Net sales in our product categories were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Cleaning Appliances
|
$
|
1,655,760
|
|
|
$
|
1,535,822
|
|
|
$
|
119,938
|
|
|
7.8
|
%
|
|
Cooking and Beverage Appliances
|
1,511,360
|
|
|
1,149,094
|
|
|
362,266
|
|
|
31.5
|
|
|
Food Preparation Appliances
|
1,231,614
|
|
|
1,112,721
|
|
|
118,893
|
|
|
10.7
|
|
|
Beauty and Home Environment Appliances
|
755,975
|
|
|
500,117
|
|
|
255,858
|
|
|
51.2
|
|
|
Total net sales
|
$
|
5,154,709
|
|
|
$
|
4,297,754
|
|
|
$
|
856,955
|
|
|
19.9
|
%
|
•Cleaning Appliances net sales increased by $119.9 million, or 7.8%, to $1,655.8 million in the nine months ended September 30, 2026, compared to $1,535.8 million for the nine months ended September 30, 2025. This increase was driven by the carpet extractor and corded and cordless vacuums sub-categories.
•Cooking and Beverage Appliances net sales increased by $362.3 million, or 31.5%, to $1,511.4 million in the nine months ended September 30, 2026, compared to $1,149.1 million for the nine months ended September 30, 2025. This increase was driven by sales of the Ninja Luxe Café espresso machine and the strength of Ninja Crispi.
•Food Preparation Appliances net sales increased by $118.9 million, or 10.7%, to $1,231.6 million in the nine months ended September 30, 2026, compared to $1,112.7 million for the nine months ended September 30, 2025. This increase was driven by strong growth in the blending sub-category, partially offset by declines in our frozen drinks sub-category.
•Beauty and Home Environment Appliances net sales increased by $255.9 million, or 51.2%, to $756.0 million in the nine months ended September 30, 2026, compared to $500.1 million for the nine months ended September 30, 2025. This increase was driven by continued strength of the skincare and fan product portfolios.
Geographically, Domestic net sales increased by $437.3 million, or 14.9%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This increase was driven by growth within existing categories and the success of new product categories. International net sales increased by $419.6 million, or 30.8%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This increase was driven by continued growth in core categories across international markets, including markets where we are expanding our presence.
Gross Profit and Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Gross profit
|
$
|
2,725,316
|
|
|
$
|
2,128,862
|
|
|
$
|
596,454
|
|
|
28.0
|
%
|
|
Gross margin
|
52.9
|
%
|
|
49.5
|
%
|
|
|
|
|
Our gross profit increased by $596.5 million, or 28.0%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Our gross margin increased by 340 basis points for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in gross margin was primarily driven by the recognition of $243.8 million in benefits related to refund claims for duties previously paid under IEEPA, less $45.2 million payable to factory partners, as well as cost optimization efforts, favorable shifts in categories and channels, and a decline in the amounts owed under a contractual sourcing service fee paid to JS Global for supply chain services, which ended July 31, 2025. These benefits were partially offset by increased costs related to tariffs in the U.S. market, primarily in the first half of the year, unfavorable foreign currency, and increased retailer activations.
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Research and development
|
$
|
326,137
|
|
|
$
|
269,838
|
|
|
$
|
56,299
|
|
|
20.9
|
%
|
|
Percentage of net sales
|
6.3
|
%
|
|
6.3
|
%
|
|
|
|
|
|
Sales and marketing
|
$
|
1,217,581
|
|
|
$
|
999,376
|
|
|
$
|
218,205
|
|
|
21.8
|
%
|
|
Percentage of net sales
|
23.6
|
%
|
|
23.3
|
%
|
|
|
|
|
|
General and administrative
|
$
|
394,834
|
|
|
$
|
283,164
|
|
|
$
|
111,670
|
|
|
39.4
|
%
|
|
Percentage of net sales
|
7.7
|
%
|
|
6.6
|
%
|
|
|
|
|
|
Total operating expenses
|
$
|
1,938,552
|
|
|
$
|
1,552,378
|
|
|
$
|
386,174
|
|
|
24.9
|
%
|
|
Percentage of net sales
|
37.6
|
%
|
|
36.2
|
%
|
|
|
|
|
Research and Development
Research and development expenses increased by $56.3 million, or 20.9%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This increase was primarily driven by incremental personnel-related expenses of $32.0 million reflecting increased headcount to support new product categories and new market expansion, an increase of $14.7 million in prototypes and testing costs, and an increase of $3.8 million in technology costs associated with cloud computing solutions.
Sales and Marketing
Sales and marketing expenses increased by $218.2 million, or 21.8%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This increase was primarily attributable to increases of $71.1 million in delivery and distribution costs, driven by higher volumes, changes in product mix and higher fuel costs, $60.2 million in personnel-related expenses to support new product launches and expansion into new markets, $54.2 million in advertising-related expenses, $12.0 million in credit card processing and merchant fees, $6.1 million in product sample costs to support marketing and social commerce initiatives, and $4.7 million in travel-related expenses.
General and Administrative
General and administrative expenses increased by $111.7 million, or 39.4%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This increase was driven by an increase of $83.4 million in personnel-related expenses, primarily due to a $56.5 million increase in share-based compensation, as well as an increase of $4.9 million in professional and consulting fees, $4.9 million in legal fees and $4.4 million in bad debt expense.
Interest Income (Expense), Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Interest (expense), net
|
$
|
(11,425)
|
|
|
$
|
(39,176)
|
|
|
$
|
27,751
|
|
|
(70.8)
|
%
|
|
Percentage of net sales
|
(0.2)
|
%
|
|
(0.9)
|
%
|
|
|
|
|
Interest (expense), net changed by $27.8 million, or 70.8%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This change was primarily due to an $18.1 million increase in interest income, driven by $10.5 million in interest related to IEEPA tariff refund claims and higher interest income on cash and cash equivalents due to higher average balances and changes in interest rates. Interest expense on our term loan decreased by $5.3 million, driven by principal payments made throughout the year. Interest expense on our revolving credit facility decreased by $2.2 million, primarily due to no outstanding borrowings for the nine months ended September 30, 2026.
Other (Expense) Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Other (expense) income, net
|
$
|
(22,832)
|
|
|
$
|
33,103
|
|
|
$
|
(55,935)
|
|
|
(169.0)
|
%
|
|
Percentage of net sales
|
(0.5)
|
%
|
|
0.9
|
%
|
|
|
|
|
Other (expense) income, net changed by $55.9 million, or 169.0%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The change was primarily attributable to unrealized foreign currency losses resulting from the remeasurement of U.S. Dollar-denominated intercompany balances, driven by the movement in the British Pound exchange rate during the period.
Provision for Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
$ Change
|
|
% Change
|
|
Provision for income taxes
|
$
|
162,868
|
|
|
$
|
124,249
|
|
|
$
|
38,619
|
|
|
31.1
|
%
|
|
Percentage of income before income taxes
|
21.6
|
%
|
|
21.8
|
%
|
|
|
|
|
Provision for income taxes increased by $38.6 million, or 31.1%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. Our ETR was 21.6% and 21.8% of our income before income taxes for the nine months ended September 30, 2026 and 2025, respectively. This decrease in the ETR was primarily driven by a tax benefit recognized during the second quarter in connection with the Company's purchase of transferable income tax credits, as well as changes in the geographic mix of earnings and applicable tax rates.
Non-GAAP Financial Measures
In addition to the measures presented in our unaudited condensed consolidated financial statements, we regularly review other financial measures, defined as non-GAAP financial measures by the SEC, to evaluate our business, measure our performance, identify trends, prepare financial forecasts and make strategic decisions.
The key non-GAAP financial measures we consider are Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Net Income, Adjusted Net Income Per Share, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin. These non-GAAP financial measures are used by both management and our Board, together with comparable GAAP information, in evaluating our current performance and planning our future business activities. These non-GAAP financial measures provide supplemental information regarding our operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or which occur relatively infrequently and/or which management considers to be unrelated to our core operations, as well as the cost of sales from (i) inventory markups that are being eliminated as a result of the transition of certain product procurement functions from a subsidiary of JS Global to SharkNinja concurrently with the separation and (ii) costs related to the transitional Sourcing Services Agreement with JS Global that was entered into in connection with the separation (collectively, the "Product Procurement Adjustment"). Management believes that tracking and presenting these non-GAAP financial measures provides management and the investment community with valuable insight into our ongoing core operations, our ability to generate cash and the underlying business trends that are affecting our performance. We believe that these non-GAAP measures, when used in conjunction with our GAAP financial information, also allow investors to better evaluate our financial performance in comparison to other periods and to other companies in our industry and to better understand and interpret the results of the ongoing business following the separation and distribution. These non-GAAP financial measures should not be viewed as a substitute for our financial results calculated in accordance with GAAP and you are cautioned that other companies may define these non-GAAP financial measures differently.
We define Adjusted Gross Profit as gross profit as adjusted to exclude (i) certain items that we do not consider indicative of our ongoing operating performance following the separation, including the cost of sales from the Product Procurement Adjustment, (ii) the impact of a voluntary product recall, (iii) 2025 IEEPA tariff refund claims, and (iv) 2025 tariff refunds payable to factory partners. We define Adjusted Gross Margin as Adjusted Gross Profit divided by net sales. We believe that Adjusted Gross Profit and Adjusted Gross Margin are appropriate measures of our operating performance because each eliminates certain other adjustments that do not relate to the ongoing performance of our business.
The following table reconciles Adjusted Gross Profit and Adjusted Gross Margin to the most comparable GAAP measure, gross profit and gross margin, respectively, for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net sales
|
$
|
1,976,427
|
|
|
$
|
1,630,240
|
|
|
$
|
5,154,709
|
|
|
$
|
4,297,754
|
|
|
Cost of sales
|
(806,416)
|
|
|
(812,771)
|
|
|
(2,429,393)
|
|
|
(2,168,892)
|
|
|
Gross profit
|
1,170,011
|
|
|
817,469
|
|
|
2,725,316
|
|
|
2,128,862
|
|
|
Gross margin
|
59.2
|
%
|
|
50.1
|
%
|
|
52.9
|
%
|
|
49.5
|
%
|
|
Product Procurement Adjustment(1)
|
-
|
|
|
2,656
|
|
|
-
|
|
|
14,476
|
|
|
Product recall(2)
|
-
|
|
|
9
|
|
|
579
|
|
|
4,541
|
|
|
2025 IEEPA tariff refund claims(3)
|
(109,574)
|
|
|
-
|
|
|
(109,574)
|
|
|
-
|
|
|
2025 tariff refunds payable to factory partners(3)
|
45,243
|
|
|
-
|
|
|
45,243
|
|
|
-
|
|
|
Adjusted Gross Profit
|
$
|
1,105,680
|
|
|
$
|
820,134
|
|
|
$
|
2,661,564
|
|
|
$
|
2,147,879
|
|
|
Adjusted Gross Margin
|
55.9
|
%
|
|
50.3
|
%
|
|
51.6
|
%
|
|
50.0
|
%
|
(1)Represents cost of sales incurred related to the Product Procurement Adjustment. As a result of the separation, we purchase 100% of our inventory from one of our subsidiaries, SharkNinja (Hong Kong) Company Limited ("SNHK"), and no longer purchase inventory from a purchasing office wholly owned by JS Global. Thus, the markup on all inventory purchased subsequent to the separation is completely eliminated in consolidation. In connection with the separation, we paid JS Global a sourcing service fee to provide value-added sourcing services on a transitional basis under a Sourcing Services Agreement, which ended on July 31, 2025.
(2)Adjusted for gross profit impact from a voluntary product recall that was recognized during the nine months ended September 30, 2026 and the three and nine months ended September 30, 2025.
(3)Represents refund claims for IEEPA duties expensed in 2025 and related amounts payable to factory partners. We allocated the refunds based on the period in which the underlying duties were expensed. We exclude the net benefit because it relates to a prior year and is not indicative of our ongoing operating performance. Refunds attributable to duties expensed in 2026 remain included in Adjusted Gross Profit.
We define Adjusted Operating Income as operating income excluding (i) share-based compensation, (ii) certain litigation costs, (iii) amortization of certain acquired intangible assets, (iv) certain transaction-related costs, (v) certain items that we do not consider indicative of our ongoing operating performance following the separation, including cost of sales from our Product Procurement Adjustment, (vi) the impact of a voluntary product recall, (vii) 2025 IEEPA tariff refund claims, and (viii) 2025 tariff refunds payable to factory partners.
The following table reconciles Adjusted Operating Income to the most comparable GAAP measure, operating income, for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
($ in thousands)
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Operating income
|
$
|
442,859
|
|
|
$
|
262,891
|
|
|
$
|
786,764
|
|
|
$
|
576,484
|
|
|
Share-based compensation(1)
|
42,029
|
|
|
9,120
|
|
|
119,552
|
|
|
31,598
|
|
|
Litigation costs(2)
|
-
|
|
|
-
|
|
|
-
|
|
|
827
|
|
|
Amortization of acquired intangible assets(3)
|
4,896
|
|
|
4,896
|
|
|
14,690
|
|
|
14,690
|
|
|
Transaction-related costs(4)
|
-
|
|
|
6,949
|
|
|
-
|
|
|
6,949
|
|
|
Product Procurement Adjustment(5)
|
-
|
|
|
2,656
|
|
|
-
|
|
|
14,476
|
|
|
Product recall(6)
|
-
|
|
|
2,531
|
|
|
1,122
|
|
|
10,612
|
|
|
2025 IEEPA tariff refund claims(7)
|
(109,574)
|
|
|
-
|
|
|
(109,574)
|
|
|
-
|
|
|
2025 tariff refunds payable to factory partners(7)
|
45,243
|
|
|
-
|
|
|
45,243
|
|
|
-
|
|
|
Adjusted Operating Income
|
$
|
425,453
|
|
|
$
|
289,043
|
|
|
$
|
857,797
|
|
|
$
|
655,636
|
|
(1)Represents non-cash expense related to awards issued from the SharkNinja Equity Incentive Plan.
(2)Represents litigation costs incurred and related settlements for certain patent infringement claims, false advertising claims, and any related settlement costs and recoveries, which were recorded in general and administrative expenses.
(3)Represents amortization of acquired intangible assets that we do not consider normal recurring operating expenses, as the intangible assets relate to JS Global's acquisition of our business. We exclude amortization charges for these acquisition-related intangible assets for purposes of calculating Adjusted Operating Income, although revenue is generated, in part, by these intangible assets, to eliminate the impact of these non-cash charges that are significantly impacted by the timing and valuation of JS Global's acquisition of our business, as well as the inherent subjective nature of purchase price allocations. Of the amortization of acquired intangible assets, $0.9 million for the three months ended September 30, 2026 and 2025, and $2.8 million for the nine months ended September 30, 2026 and 2025, was recorded to research and development expenses, and $4.0 million for the three months ended September 30, 2026 and 2025, and $11.9 million for the nine months ended September 30, 2026 and 2025, was recorded to sales and marketing expenses.
(4)Represents certain costs incurred related to secondary offering transactions and transaction-related due diligence initiatives.
(5)Represents cost of sales incurred related to the Product Procurement Adjustment. As a result of the separation, we purchase 100% of our inventory from one of our subsidiaries, SNHK, and no longer purchase inventory from a purchasing office wholly owned by JS Global. Thus, the markup on all inventory purchased subsequent to the separation is completely eliminated in consolidation. In connection with the separation, we paid JS Global a sourcing service fee to provide value-added sourcing services on a transitional basis under a Sourcing Services Agreement, which ended on July 31, 2025.
(6)Adjusted for operating income impact from a voluntary product recall that was recognized during the nine months ended September 30, 2026 and the three and nine months ended September 30, 2025.
(7)Represents refund claims for IEEPA duties expensed in 2025 and related amounts payable to factory partners. We allocated the refunds based on the period in which the underlying duties were expensed. We exclude the net benefit because it relates to a prior year and is not indicative of our ongoing operating performance. Refunds attributable to duties expensed in 2026 remain included in Adjusted Operating Income.
We define Adjusted Net Income as net income excluding (i) share-based compensation, (ii) certain litigation costs, (iii) foreign currency gains and losses, net, (iv) amortization of certain acquired intangible assets, (v) certain transaction-related costs, (vi) certain items that we do not consider indicative of our ongoing operating performance following the separation, including cost of sales from our Product Procurement Adjustment, (vii) the impact of a voluntary product recall, (viii) 2025 IEEPA tariff refund claims, (ix) 2025 tariff refunds payable to factory partners, (x) interest income on 2025 IEEPA tariff refund claims, and (xi) the tax impact of the adjusted items.
Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the diluted weighted average number of ordinary shares.
The following table reconciles Adjusted Net Income and Adjusted Net Income Per Share to the most comparable GAAP measures, net income and net income per share, diluted, respectively, for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except share and per share amounts)
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net income
|
$
|
338,361
|
|
|
$
|
188,729
|
|
|
$
|
589,639
|
|
|
$
|
446,162
|
|
|
Share-based compensation(1)
|
42,029
|
|
|
9,120
|
|
|
119,552
|
|
|
31,598
|
|
|
Litigation costs(2)
|
-
|
|
|
-
|
|
|
-
|
|
|
827
|
|
|
Foreign currency losses (gains), net(3)
|
4,548
|
|
|
4,830
|
|
|
21,937
|
|
|
(34,483)
|
|
|
Amortization of acquired intangible assets(4)
|
4,896
|
|
|
4,896
|
|
|
14,690
|
|
|
14,690
|
|
|
Transaction-related costs(5)
|
-
|
|
|
6,949
|
|
|
-
|
|
|
6,949
|
|
|
Product Procurement Adjustment(6)
|
-
|
|
|
2,656
|
|
|
-
|
|
|
14,476
|
|
|
Product recall(7)
|
-
|
|
|
2,531
|
|
|
1,122
|
|
|
10,612
|
|
|
2025 IEEPA tariff refund claims(8)
|
(109,574)
|
|
|
-
|
|
|
(109,574)
|
|
|
-
|
|
|
2025 tariff refunds payable to factory partners(8)
|
45,243
|
|
|
-
|
|
|
45,243
|
|
|
-
|
|
|
Interest income on 2025 IEEPA tariff refund claims(8)
|
(5,687)
|
|
|
-
|
|
|
(5,687)
|
|
|
-
|
|
|
Tax impact of adjusting items(9)
|
11,126
|
|
|
(6,295)
|
|
|
(12,933)
|
|
|
(15,796)
|
|
|
Adjusted Net Income
|
$
|
330,942
|
|
|
$
|
213,416
|
|
|
$
|
663,989
|
|
|
$
|
475,035
|
|
|
Net income per share, diluted
|
$
|
2.39
|
|
|
$
|
1.33
|
|
|
$
|
4.16
|
|
|
$
|
3.14
|
|
|
Adjusted Net Income Per Share
|
$
|
2.34
|
|
|
$
|
1.50
|
|
|
$
|
4.68
|
|
|
$
|
3.34
|
|
|
Diluted weighted-average number of shares used in computing net income per share and Adjusted Net Income Per Share
|
141,521,492
|
|
|
142,119,000
|
|
|
141,794,125
|
|
|
142,072,681
|
|
(1)Represents non-cash expense related to awards issued from the SharkNinja Equity Incentive Plan.
(2)Represents litigation costs incurred and related settlements for certain patent infringement claims, false advertising claims, and any related settlement costs and recoveries, which were recorded in general and administrative expenses.
(3)Represents foreign currency transaction gains and losses recognized from the remeasurement of transactions that were not denominated in the local functional currency, including gains and losses related to foreign currency derivatives not designated as hedging instruments.
(4)Represents amortization of acquired intangible assets that we do not consider normal recurring operating expenses, as the intangible assets relate to JS Global's acquisition of our business. We exclude amortization charges for these acquisition-related intangible assets for purposes of calculating Adjusted Operating Income, although revenue is generated, in part, by these intangible assets, to eliminate the impact of these non-cash charges that are significantly impacted by the timing and valuation of JS Global's acquisition of our business, as well as the inherent subjective nature of purchase price allocations. Of the amortization of acquired intangible assets, $0.9 million for the three months ended September 30, 2026 and 2025, and $2.8 million for the nine months ended September 30, 2026 and 2025, was recorded to research and development expenses, and $4.0 million for the three months ended September 30, 2026 and 2025, and $11.9 million for the nine months ended September 30, 2026 and 2025, was recorded to sales and marketing expenses.
(5)Represents certain costs incurred related to secondary offering transactions and transaction-related due diligence initiatives.
(6)Represents cost of sales incurred related to the Product Procurement Adjustment. As a result of the separation, we purchase 100% of our inventory from one of our subsidiaries, SNHK, and no longer purchase inventory from a purchasing office wholly owned by JS Global. Thus, the markup on all inventory purchased subsequent to the separation is completely eliminated in consolidation. In connection with the separation, we paid JS Global a sourcing service fee to provide value-added sourcing services on a transitional basis under a Sourcing Services Agreement, which ended on July 31, 2025.
(7)Adjusted for net income impact from a voluntary product recall that was recognized during the nine months ended September 30, 2026 and the three and nine months ended September 30, 2025.
(8)Represents refund claims for IEEPA duties expensed in 2025, related amounts payable to factory partners and related interest income. We allocated the refunds based on the period in which the underlying duties were expensed. We exclude the net benefit because it relates to a prior year and is not indicative of our ongoing operating performance. Refunds attributable to duties expensed in 2026 and related interest income remain included in Adjusted Net Income.
(9)Represents the income tax effects of the adjustments included in the reconciliation of net income to Adjusted Net Income determined using the tax rate of 22.9% for the three and nine months ended September 30, 2026 and 23.0% for the three and nine months ended September 30, 2025, respectively, which approximates our ETR, excluding certain share-based compensation costs and separation and distribution-related costs that are not tax deductible.
We define EBITDA as net income excluding: (i) interest income (expense), net, (ii) provision for income taxes and (iii) depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding (i) share-based compensation cost, (ii) certain litigation costs, (iii) foreign currency gains and losses, net, (iv) certain transaction-related costs, (v) certain items that we do not consider indicative of our ongoing operating performance following the separation, including cost of sales from our Product Procurement Adjustment, (vi) the impact of a voluntary product recall, (vii) 2025 IEEPA tariff refund claims, and (viii) 2025 tariff refunds payable to factory partners. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net sales. We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are appropriate measures because they facilitate a comparison of our operating performance on a consistent basis from period to period that, when viewed in combination with our results according to GAAP, we believe provide a more complete understanding of the factors and trends affecting our business than GAAP measures alone.
The following table reconciles EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to the most comparable GAAP measure, net income, for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
($ in thousands, except %)
|
2026
|
|
2025
|
|
2026
|
|
2025
|
|
Net income
|
$
|
338,361
|
|
|
$
|
188,729
|
|
|
$
|
589,639
|
|
|
$
|
446,162
|
|
|
Interest (income) expense, net
|
(3,072)
|
|
|
12,782
|
|
|
11,425
|
|
|
39,176
|
|
|
Provision for income taxes
|
102,871
|
|
|
55,264
|
|
|
162,868
|
|
|
124,249
|
|
|
Depreciation and amortization
|
40,937
|
|
|
33,673
|
|
|
119,376
|
|
|
100,690
|
|
|
EBITDA
|
479,097
|
|
|
290,448
|
|
|
883,308
|
|
|
710,277
|
|
|
Share-based compensation(1)
|
42,029
|
|
|
9,120
|
|
|
119,552
|
|
|
31,598
|
|
|
Litigation costs(2)
|
-
|
|
|
-
|
|
|
-
|
|
|
827
|
|
|
Foreign currency losses (gains), net(3)
|
4,548
|
|
|
4,830
|
|
|
21,937
|
|
|
(34,483)
|
|
|
Transaction-related costs(4)
|
-
|
|
|
6,949
|
|
|
-
|
|
|
6,949
|
|
|
Product Procurement Adjustment(5)
|
-
|
|
|
2,656
|
|
|
-
|
|
|
14,476
|
|
|
Product recall(6)
|
-
|
|
|
2,531
|
|
|
1,122
|
|
|
10,612
|
|
|
2025 IEEPA tariff refund claims(7)
|
(109,574)
|
|
|
-
|
|
|
(109,574)
|
|
|
-
|
|
|
2025 tariff refunds payable to factory partners(7)
|
45,243
|
|
|
-
|
|
|
45,243
|
|
|
-
|
|
|
Adjusted EBITDA
|
$
|
461,343
|
|
|
$
|
316,534
|
|
|
$
|
961,588
|
|
|
$
|
740,256
|
|
|
Net sales
|
$
|
1,976,427
|
|
|
$
|
1,630,240
|
|
|
$
|
5,154,709
|
|
|
$
|
4,297,754
|
|
|
Adjusted EBITDA Margin
|
23.3
|
%
|
|
19.4
|
%
|
|
18.7
|
%
|
|
17.2
|
%
|
(1)Represents non-cash expense related to awards issued from the SharkNinja Equity Incentive Plan.
(2)Represents litigation costs incurred and related settlements for certain patent infringement claims, false advertising claims, and any related settlement costs and recoveries, which were recorded in general and administrative expenses.
(3)Represents foreign currency transaction gains and losses recognized from the remeasurement of transactions that were not denominated in the local functional currency, including gains and losses related to foreign currency derivatives not designated as hedging instruments.
(4)Represents certain costs incurred related to secondary offering transactions and transaction-related due diligence initiatives.
(5)Represents cost of sales incurred related to the Product Procurement Adjustment. As a result of the separation, we purchase 100% of our inventory from one of our subsidiaries, SNHK, and no longer purchase inventory from a purchasing office wholly owned by JS Global. Thus, the markup on all inventory purchased subsequent to the separation is completely eliminated in consolidation. In connection with the separation, we paid JS Global a sourcing service fee to provide value-added sourcing services on a transitional basis under a Sourcing Services Agreement, which ended on July 31, 2025.
(6)Adjusted for the Adjusted EBITDA impact from a voluntary product recall that was recognized during the nine months ended September 30, 2026 and the three and nine months ended September 30, 2025.
(7)Represents refund claims for IEEPA duties expensed in 2025 and related amounts payable to factory partners. We allocated the refunds based on the period in which the underlying duties were expensed. We exclude the net benefit because it relates to a prior year and is not indicative of our ongoing operating performance. Refunds attributable to duties expensed in 2026 remain included in Adjusted EBITDA.
Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents, cash generated from operations and our revolving credit facility ("2023 Revolving Facility"). Our principal uses of cash have been funding working capital and operating expenses, including sales and marketing and employee compensation, investing in international expansion and new product development, repaying debt, and repurchasing our ordinary shares. As of September 30, 2026, our principal sources of liquidity were cash and cash equivalents of $487.8 million and our available balance of $495.3 million under our 2023 Revolving Facility. Our cash and cash equivalents consist primarily of cash on deposits with banks.
We believe that our existing cash and cash equivalents together with cash provided by operations and the availability under our 2023 Revolving Facility will be sufficient to meet our needs for at least the next 12 months from the date of the filing of this Quarterly Report on Form 10-Q. We plan to use our current cash on hand, cash generated by operations and our 2023 Revolving Facility to support our core business operations and strategic plan to accelerate our go-to-market strategy, invest in new product development and enhance our global distribution. We may be required to seek additional equity or debt financing to fund our activities. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, the results of operations and financial conditions of the business would be materially and adversely affected.
We have lease obligations and other contractual obligations and commitments as part of our ordinary course of business. See "Note 8 - Operating Leases," "Note 9 - Debt," and "Note 10 - Commitments and Contingencies" to our unaudited condensed consolidated financial statements found within Part I, Item 1 in this Quarterly Report on Form 10-Q for information regarding our contractual obligations. We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements involving commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons that have or are reasonably likely to have a material current or future effect on our business, financial condition, results of operations, liquidity, cash requirements or capital resources.
Indebtedness
In July 2023, we entered into a credit agreement ("2023 Credit Agreement"), which provides for an $810.0 million term loan facility (the "2023 Term Loan") and a $500.0 million 2023 Revolving Facility. As of September 30, 2026, we had $708.8 million debt outstanding under the 2023 Credit Agreement. See "Note 9 - Debt" to our unaudited condensed consolidated financial statements found within Part I, Item 1 in this Quarterly Report on Form 10-Q for further information regarding the 2023 Credit Agreement.
No amounts were outstanding on the 2023 Revolving Facility as of December 31, 2025 or September 30, 2026. As of September 30, 2026, $4.7 million of letters of credit were outstanding, resulting in an available balance of $495.3 million under the 2023 Revolving Facility.
The Company is required to meet certain financial covenants customary with this type of agreement, including, but not limited to, maintaining a maximum ratio of indebtedness and a minimum specified interest coverage ratio. As of September 30, 2026, the Company was in compliance with the covenants under the 2023 Credit Agreement.
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
($ in thousands)
|
2026
|
|
2025
|
|
Net cash provided by operating activities
|
$
|
107,387
|
|
|
$
|
47,076
|
|
|
Net cash used in investing activities
|
(137,155)
|
|
|
(96,039)
|
|
|
Net cash used in financing activities
|
(251,369)
|
|
|
(65,935)
|
|
Operating Activities
Net cash provided by operating activities for the nine months ended September 30, 2026 of $107.4 million was primarily related to our net income of $589.6 million, adjusted for non-cash charges of $264.6 million and net cash outflows of $746.8 million from changes in our operating assets and liabilities. Non-cash charges primarily consisted of share-based compensation of $119.6 million, depreciation and amortization of $119.4 million and non-cash lease expenses of $16.9 million, offset by deferred income tax of $4.4 million. The main drivers of the net cash outflows derived from the changes in operating assets and liabilities were related to an increase in accounts receivable of $460.8 million, an increase in inventories of $436.2 million, an increase in prepaid expenses and other assets of $282.7 million, and a decrease in operating lease liabilities of $14.6 million, partially offset by an increase in accounts payable of $266.1 million, an increase in accrued expenses and other liabilities of $165.1 million, and an increase in tax payable of $16.3 million. The increases in inventories and accounts payable primarily reflect inventory purchases in advance of the peak holiday selling season in the fourth quarter.
Net cash provided by operating activities for the nine months ended September 30, 2025 of $47.1 million was primarily related to our net income of $446.2 million, adjusted for non-cash charges of $203.4 million and net cash outflows of $602.5 million from changes in our operating assets and liabilities. Non-cash charges primarily consisted of depreciation and amortization of $100.7 million, deferred income tax of $41.1 million, share-based compensation of $31.6 million, non-cash lease expenses of $15.1 million, provision for excess and obsolete inventory of $7.8 million, provision for credit losses of $3.5 million and other non-cash adjustments of $3.6 million. The main drivers of the net cash outflows derived from the changes in operating assets and liabilities were related to an increase in accounts receivable of $284.7 million, an increase in inventories of $238.9 million, an increase in prepaid expenses and other assets of $144.9 million and a decrease in operating lease liabilities of $10.0 million, partially offset by an increase in accounts payable of $37.9 million, an increase in accrued expenses and other liabilities of $30.7 million and an increase in tax payable of $7.4 million.
Investing Activities
Investing activities consist primarily of purchases of property and equipment and intangible assets.
Cash used in investing activities for the nine months ended September 30, 2026 of $137.2 million consisted of purchases of property and equipment of $124.7 million and purchases of intangible assets of $12.5 million.
Cash used in investing activities for the nine months ended September 30, 2025 of $96.0 million consisted of purchases of property and equipment of $84.9 million, purchases of intangible assets of $9.8 million and capitalized software development costs of $1.3 million.
Financing Activities
Financing activities consist primarily of debt repayments, repurchases of our ordinary shares, and payment of employee tax withholdings on vesting of equity awards.
Cash used in financing activities for the nine months ended September 30, 2026 of $251.4 million consisted of repurchases of ordinary shares of $169.7 million, payment of employee tax withholdings on vesting of equity awards of $66.9 million and principal payments on the 2023 Term Loan of $30.4 million, partially offset by proceeds from employee share purchase plan contributions of $15.6 million.
Cash used in financing activities for the nine months ended September 30, 2025 of $65.9 million consisted of payment of employee tax withholdings on vesting of equity awards of $50.4 million and principal payments on the 2023 Term Loan of $30.3 million, partially offset by proceeds from employee share purchase plan contributions of $14.8 million.
Share Repurchase Program
On February 11, 2026, we announced that our Board of Directors approved a share repurchase program authorizing us to repurchase up to $750.0 million of our outstanding ordinary shares. During the nine months ended September 30, 2026, we repurchased 1,301,500 ordinary shares at an aggregate cost of $169.7 million, all of which were settled as of September 30, 2026. As of September 30, 2026, $580.3 million remained available for future repurchases under the share repurchase program. Please refer to "Note 11 - Shareholders' Equity and Equity Incentive Plan" to our unaudited condensed consolidated financial statements found within Part I, Item 1 in this Quarterly Report on Form 10-Q for additional information regarding the share repurchase program.
Recent Accounting Pronouncements
Refer to the sections titled "Basis of Presentation" and "Recently Issued Accounting Pronouncements" in "Note 2 - Summary of Significant Accounting Policies" to our unaudited condensed consolidated financial statements found within Part I, Item 1 in this Quarterly Report on Form 10-Q for more information.
Critical Accounting Policies and Estimates
Our discussion and analysis of results of operations, financial condition, and liquidity are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may materially differ from these estimates under different assumptions or conditions. On an ongoing basis, we review our estimates to ensure that they appropriately reflect changes in our business or new information as it becomes available. There were no material changes to our critical accounting policies and estimates during the period covered by this Quarterly Report on Form 10-Q. Refer to the section titled "Adoption of New Accounting Pronouncements" in "Note 2 - Summary of Significant Accounting Policies" to our unaudited condensed consolidated financial statements found within Part I, Item 1 in this Quarterly Report on Form 10-Q for information regarding our adoption of ASU 2025-05. Refer to "Critical Accounting Policies and Estimates" under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year 2025 for a complete list of our critical accounting policies and estimates.