SharkNinja, Inc美股招股说明书(2025-08-20版)

5,000,000 Ordinary Shares SharkNinja, Inc. The selling shareholders named in this prospectus supplement (together, the “Selling Shareholders”)are offering for sale 5,000,000 of our ordinary shares. We are not selling any ordinary shares under thisprospectus supplement and we will not receive any of the proceeds from the sale of ordinary shares by theSelling Shareholders. Our ordinary shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “SN.”The last reported closing sale price of our ordinary shares on the NYSE was $119.34 per ordinary share onAugust 19, 2025. The Selling Shareholders named in this prospectus supplement have granted the underwriters a 30-dayoption to purchase up to an additional 750,000 ordinary shares from the Selling Shareholders on the sameterms and conditions set forth herein. We will not receive any proceeds from the sale of ordinary shares bysuch Selling Shareholders pursuant to any exercise of the underwriters’ option to purchase additional shares. Upon the closing of this offering, CJ Xuning Wang, the Chairperson of our board of directors (the“Board”), will hold or have the ability to control approximately 39.6% of the voting power of ouroutstanding share capital (or approximately 39.1% if the underwriters’ option to purchase additionalordinary shares is exercised in full). Investing in our ordinary shares involves a number of risks. See “Risk Factors” beginning on pageS-3ofthis prospectus supplement and under similar headings in the other documents that are incorporated byreference into this prospectus supplement and the accompanying prospectus, includingour Annual Report onForm 20-F for the fiscal year ended December31, 2024, filed with the Securities and Exchange Commission (the“SEC”) on March31, 2025, for a discussion of the factors you should carefully consider before deciding topurchase our ordinary shares. Neither the SEC nor any state securities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus isaccurate or complete. Any representation to the contrary is a criminal offense. We have agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting”for a description of compensation payable to the underwriter.(1) The underwriters expect to deliver the shares on or about August, 2025 through the book-entryfacilities of The Depository Trust Company. J.P. MorganThe information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offerto sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. BofA Securities TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-8SELLING SHAREHOLDERSS-9CERTAIN INCOME TAX CONSIDERATIONSS-10UNDERWRITINGS-14LEGAL MATTERSS-22EXPERTSS-23WHERE YOU CAN FIND MORE INFORMATIONS-24INCORPORATION BY REFERENCES-25 Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3THE COMPANY4RISK FACTORS5USE OF PROCEEDS6DESCRIPTION OF SHARE CAPITAL7SELLING SHAREHOLDERS8PLAN OF DISTRIBUTION9LEGAL MATTERS10EXPERTS10ENFORCEMENT OF CIVIL LIABILITIES10EXPENSES11 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registrationstatement on Form F-3 that we initially filed with the SEC on August 20, 2025, and that automaticallybecame effective upon filing. This document is in two parts. The first part is the prospectus supplement,including the documents incorporated by reference, which describes the specific terms of this offering. Thesecond part, the accompanying prospectus, including the documents incorporated by reference, providesmore general information, some of which may not be applicable to this offering. Generally, when we refer tothis prospectus, we are referring to both parts of this document combined. Before investing in our ordinaryshares, you should carefully read this prospectus supplement, the accompanying prospectus and any freewriting prospectus, all information incorporated by reference herein and therein, as well as the additionalinformation described under the headings “Where You Can Find More Information” and “Incorporation byReference.” These documents contain important information about us, our ordinary shares and otherinformation you should consider when making your investment decision. This prospectus supplement and/orany free writing prospectus may add, update or change the information contained in the accompanyingprospectus. If there is any inconsistency between the information in this prospectus supplement and/