SEC Form S-8 filed by SharkNinja Inc.

As filed with the Securities and Exchange Commission on March 31, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

SHARKNINJA, INC.

(Exact name of registrant as specified in its charter)

89 A Street

Needham, MA 02494

(Address of Principal Executive Offices)

SharkNinja, Inc. 2023 Equity Incentive Plan

SharkNinja, Inc. 2023 Employee Share Purchase Plan

(Full Title of the Plans)

Mark Barrocas

Chief Executive Officer

89 A Street

Needham, MA 02494

(617) 243-0235

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 registers 1,052,605 additional ordinary shares, $0.0001 par value per share (the “Ordinary Shares”), under the following employee benefits plans for which a Registration Statement on Form S-8 was previously filed by SharkNinja, Inc. (the “Registrant”) with the Securities and Exchange Commission: (i) SharkNinja, Inc.’s 2023 Equity Incentive Plan (the “2023 Plan”), as a result of the operation of an automatic annual increase provision therein, which added an aggregate of 842,084 Ordinary Shares on January 1, 2025, and (ii) SharkNinja Inc.’s 2023 Employee Share Purchase Plan (the “ESPP”), as a result of the operation of an automatic annual increase provision therein, which added an aggregate of 210,521 Ordinary Shares on January 1, 2025. The additional Ordinary Shares are of the same class as other securities relating to the 2023 Plan and the ESPP for which the Registrant’s registration statement filed on Form S-8 on July 28, 2023 (File No. 333-273518) is effective. The information contained in the Registrant’s registration statement filed on Form S-8 on July 28, 2023 (File No. 333-273518) is hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Needham, Massachusetts, on March 31, 2025.

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Barrocas and Patraic Reagan, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of SharkNinja, Inc., and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.