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SharkNinja, Inc.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

SN$229.51+2.9%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. Organization and Description of Business

SharkNinja, Inc. (the “Company”) is a global product design and technology company that creates innovative lifestyle product solutions across multiple product categories, including Cleaning Appliances, Cooking and Beverage Appliances, Food Preparation Appliances and Beauty and Home Environment Appliances products under the brands of “Shark” and “Ninja.” SharkNinja is headquartered in Needham, Massachusetts, and distributes products throughout North America, Europe, and other select international markets.

SharkNinja, Inc. was incorporated in the Cayman Islands on May 17, 2023 and completed its separation from JS Global Lifestyle Company Limited (“JS Global”), its former parent, on July 31, 2023 (the “separation”), at which time the Company’s ordinary shares began trading on the New York Stock Exchange (“NYSE”). JS Global and its subsidiaries are related parties of the Company. See “Note 14 - Related Party Transactions.”

  1. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements that accompany these notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SharkNinja, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2025.

In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2026 and the Company’s condensed consolidated statements of income, comprehensive income, and shareholders’ equity for the three and six months ended June 30, 2026 and 2025 and cash flows for the six months ended June 30, 2026 and 2025. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results expected for the year ended December 31, 2026 or any future operating periods.

The Company has identified the significant accounting policies that are critical to understanding its business and results of operations. Other than the adoption of ASU 2025-05 described under “Adoption of New Accounting Pronouncements” below, there have been no significant changes during the six months ended June 30, 2026 to the significant accounting policies disclosed in the Company’s audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2025 within the Form 10-K filed on March 2, 2026.

Concentration of Credit Risks

The following table summarizes the Company’s customers that represented 10% or more of accounts receivable, net:

As of
June 30, 2026December 31, 2025
Customer A21.9%22.0%
Customer B11.3*
Customer C11.711.8
  • Represents less than 10%

The following table summarizes the Company’s customers that represented 10% or more of net sales:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Customer A26.5%25.4%22.3%22.2%
Customer B11.512.511.511.0
Customer C*11.210.612.0
  • Represents less than 10%

Accounts Receivable, Net

Accounts receivable are presented net of allowance for credit losses and allowance for chargebacks. Accounts receivable are presented net of liabilities when a right of offset exists. The Company determined the allowance for customer incentives and allowance for sales returns should be recorded as a liability.

The Company maintains an allowance related to customer incentives based on specific terms and conditions included in the customer agreements or based on historical experience and the Company’s expectation of discounts.

The Company maintains an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. To estimate the allowance for credit losses the Company applied the loss-rate method using relevant available information including historical write-off activity, current conditions and reasonable and supportable forecasts. The allowance for credit losses is measured on a pooled basis when similar risk characteristics exist. When assessing whether to measure certain financial assets on a pooled basis, the Company considered various risk characteristics, including geographic location and industry of the customer. When a specific customer exhibits unique risk characteristics, such as significant deterioration in financial condition or other indicators that it no longer shares similar risk characteristics with the collective pool, that receivable is evaluated individually. Expected credit losses for individually evaluated receivables are measured based on the present value of expected future cash flows or, when applicable, the fair value of collateral, and any resulting specific reserves are included in the allowance for credit losses.

Write-offs of accounts receivable are recorded to the allowance for credit losses. Any subsequent recoveries of previously written off balances are recorded as a reduction to credit loss expense.

Below is a rollforward of the Company’s allowance for credit losses:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in thousands)
Beginning balance$3,622$10,480$3,863$7,856
Provision for credit losses2722045723,382
Write-offs and other adjustments(244)(6,122)(785)(6,676)
Ending balance$3,650$4,562$3,650$4,562

Disaggregation of Net Sales

The following table summarizes net sales by region based on the billing address of customers:

Three Months Ended June 30, · Six Months Ended June 30,
2026202520262025
AmountPercentage of Net SalesAmountPercentage of Net SalesAmountPercentage of Net SalesAmountPercentage of Net Sales
(in thousands, except percentages)
Domestic(1)$1,141,89764.7%$988,45368.4%$2,057,88864.7%$1,833,54168.7%
International(2)623,57935.3456,42331.61,120,39435.3833,97331.3
Total net sales$1,765,476100.0%$1,444,876100.0%$3,178,282100.0%$2,667,514100.0%

(1) Domestic consists of net sales in the United States and Canada. Net sales from the United States represented 61.5% and 63.7% of total net sales for the three months ended June 30, 2026 and 2025, respectively; and 61.2% and 63.6% of total net sales for the six months ended June 30, 2026 and 2025, respectively.

(2) International consists of net sales in markets outside the United States and Canada. Net sales from the United Kingdom represented 14.5% and 14.9% of total net sales for the three months ended June 30, 2026 and 2025, respectively; and 14.9% and 15.0% of total net sales for the six months ended June 30, 2026 and 2025, respectively.

The following table presents net sales by brand:

Three Months Ended June 30, · Six Months Ended June 30,
2026202520262025
AmountPercentage of Net SalesAmountPercentage of Net SalesAmountPercentage of Net SalesAmountPercentage of Net Sales
(in thousands, except percentages)
Shark$807,82945.8%$674,37146.7%$1,518,51447.8%$1,253,68047.0%
Ninja957,64754.2770,50553.31,659,76852.21,413,83453.0
Total net sales$1,765,476100.0%$1,444,876100.0%$3,178,282100.0%$2,667,514100.0%

The following table presents net sales by product category:

Three Months Ended June 30, · Six Months Ended June 30,
2026202520262025
AmountPercentage of Net SalesAmountPercentage of Net SalesAmountPercentage of Net SalesAmountPercentage of Net Sales
(in thousands, except percentages)
Cleaning Appliances$522,04629.5%$501,47934.7%$1,038,59632.7%$942,90335.3%
Cooking and Beverage Appliances499,03328.3365,71825.3913,62328.7711,65526.7
Food Preparation Appliances458,61426.0404,78728.0746,14523.5702,17926.3
Beauty and Home Environment Appliances285,78316.2172,89212.0479,91815.1310,77711.7
Total net sales$1,765,476100.0%$1,444,876100.0%$3,178,282100.0%$2,667,514100.0%

Warranty Costs

Product warranty liabilities and changes were as follows:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in thousands)
Beginning balance$34,656$24,612$38,232$26,955
Accruals for warranties issued14,82514,01522,52024,111
Settlements made(13,975)(6,460)(25,246)(18,899)
Ending balance$35,506$32,167$35,506$32,167

Adoption of New Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting entities to assume that current conditions as of the balance sheet date will remain unchanged over the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under ASC 606 when developing the reasonable and supportable forecast used to estimate expected credit losses. The Company adopted ASU 2025-05 as of January 1, 2026, and elected the practical expedient on a prospective basis. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by the Company on or prior to the specified effective date. As of June 30, 2026, there are no new accounting pronouncements that the Company is considering adopting, other than those described below.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which requires capitalization of software costs to start when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The standard is effective for annual and interim periods beginning after December 15, 2027, and may be applied prospectively, retrospectively or on a modified transition approach. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which clarifies hedge accounting guidance to better align financial reporting with an entity’s economic risk management activities and expands certain hedge accounting applications. The standard is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted and the amendments must be applied prospectively. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements, which requires clarified guidance on the form, content, and applicability of interim financial statements and notes in accordance with GAAP, incorporates a comprehensive list of required interim disclosures, and establishes a principle to disclose events occurring since the end of the last annual reporting period that materially affect the entity. The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

  1. Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and is evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company hastwo operating segments, Domestic and International, for which discrete financial information is available and regularly reviewed by the CODM, who is the Company’s Chief Executive Officer (“CEO”). Domestic consists of the United States and Canada, and International consists of markets outside the United States and Canada.

The Company has determined that thesetwo operating segments are aggregated intoone reportable segment based on the criteria in ASC 280-10-50-11. Domestic and International have similar economic characteristics, including similar long-term gross margin profiles, and are similar in the qualitative factors specified in ASC 280-10-50-11, including the nature of the products and services, the nature of the production processes, the type or class of customer, and the methods used to distribute products. Both operating segments sell substantially the same products and services, which are supported by a single global sourcing/manufacturing ecosystem and distribution model, and serve similar classes of customers (including large retailers and end consumers).

The CODM uses gross profit as the primary measure to assess performance and allocate resources, and reviews operating results, including gross profit information, at both the consolidated level and by geographic operating segment. The CODM also reviews operating expenses and other performance information primarily on a consolidated basis, including comparisons of functional spend categories to forecast, to assess variances and trends. Transactions between operating segments are not material. The following table presents selected financial information with respect to the Company’s single reportable segment for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in thousands)
Net sales$1,765,476$1,444,876$3,178,282$2,667,514
Less:
Cost of sales905,139736,7091,622,9771,356,121
Advertising expenses and consumer insight initiatives184,886163,821287,482257,836
Personnel expenses(1)168,034140,979321,274280,975
Delivery and distribution expenses124,98698,834231,758189,008
Professional service expenses(2)43,23531,41083,91565,722
Merchant, processing, and other fees26,74020,76246,69440,386
Facilities and technology support costs23,52620,69844,42342,627
Depreciation and amortization expenses(3)18,28017,19637,06833,953
Prototypes and testing expenses17,10813,65131,98024,138
Other segment items(4)74,16232,169126,80663,155
Interest expense, net7,89013,76514,49726,394
Other expense (income), net7,797(26,003)18,133(39,219)
Provision for income taxes33,87741,28759,99768,985
Segment net income$129,816$139,598$251,278$257,433
Reconciliation of profit or loss
Adjustments and reconciling items————
Consolidated net income$129,816$139,598$251,278$257,433

(1)Excludes share-based compensation, a non-cash expense related to awards issued from the SharkNinja Equity Incentive Plan. These costs have been excluded from personnel expenses and reclassified to other segment items, as they are not presented to or reviewed by the CODM.

(2)Excludes litigation costs incurred and related settlements for certain patent infringement claims, false advertising claims against the Company, and product safety concerns, and excludes costs incurred related to the voluntary product recall. These costs have been excluded from professional service expenses and reclassified to other segment items, as they are not presented to or reviewed by the CODM.

(3)Excludes amortization of acquired intangible assets that the Company does not consider normal recurring operating expenses, as the intangible assets relate to JS Global’s acquisition of the Company’s business. These costs have been excluded from depreciation and amortization expenses and reclassified to other segment items, as they are not presented to or reviewed by the CODM.

(4)Other segment items include travel expenses, commissions, miscellaneous expenses and the expenses listed in Notes 1 through 3 above.

The accounting policies of the Company’s reportable segment are the same as those described in “Note 2 - Summary of Significant Accounting Policies”of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Segment assets are not regularly provided to the CODM, and therefore the measure of segment assets is reported as total consolidated assets.

  1. Condensed Consolidated Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

As of
June 30, 2026December 31, 2025
(in thousands)
Sales and other tax receivable$116,401$60,522
Other receivables46,10652,394
Prepaid taxes71,59535,242
Prepaid expenses17,4889,391
Prepaid media5,7987,079
Prepaid expenses and other current assets$257,388$164,628
  1. Fair Value Measurements

The following tables presents information about the Company’s assets that are measured at fair value on a recurring basis:

As of June 30, 2026
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial assets:
Money market funds included in cash and cash equivalents$64,172$64,172$—$—
Total financial assets$64,172$64,172$—$—
As of December 31, 2025
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial assets:
Money market funds included in cash and cash equivalents$186,507$186,507$—$—
Total financial assets$186,507$186,507$—$—

The Company classifies its money market funds within Level 1 because they are valued using quoted prices in active markets. See “Note 9 - Debt” for information regarding the fair value of the Company’s long-term debt.

  1. Derivative Financial Instruments and Hedging

The Company previously entered into forward contracts that were designated as hedging instruments to manage exposure to foreign currency exchange risk associated with forecasted transactions. All forward contracts expired during the year ended December 31, 2025. Accordingly, the Company had no derivative instruments outstanding as of June 30, 2026 or December 31, 2025.

Effect of Forward Contracts on Accumulated Other Comprehensive Income

The following table represents the unrealized (losses) gains of forward contracts that were designated as hedging instruments, net of tax effects, that were recorded in accumulated other comprehensive income as of June 30, 2026 and 2025, and their effect on other comprehensive income for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in thousands)
Beginning balance$—$(2,239)$—$(8,263)
Amount of net gains (losses) recorded in accumulated other comprehensive income—(295)—(850)
Amount of net gains (losses) reclassified from accumulated other comprehensive income to earnings—1,214—7,793
Ending balance$—$(1,320)$—$(1,320)
  1. Intangible Assets, Net

Intangible assets consisted of the following as of June 30, 2026:

Gross Carrying ValueAccumulated AmortizationNet Carrying ValueWeighted-Average Remaining Useful Life
(in thousands) · (in years)
Intangible assets subject to amortization:
Customer relationships$143,083$(139,108)$3,9750.3
Patents84,853(40,792)44,0617.7
Developed technology23,611(12,432)11,1795.5
Total intangible assets subject to amortization$251,547$(192,332)$59,215
Intangible assets not subject to amortization:
Trade name and trademarks$387,676$—$387,676Indefinite
Total intangible assets, net$639,223$(192,332)$446,891

Intangible assets consisted of the following as of December 31, 2025:

Gross Carrying ValueAccumulated AmortizationNet Carrying ValueWeighted-Average Remaining Useful Life
(in thousands) · (in years)
Intangible assets subject to amortization:
Customer relationships$143,083$(131,159)$11,9240.8
Patents77,326(36,973)40,3537.5
Developed technology23,070(11,148)11,9226.0
Total intangible assets subject to amortization$243,479$(179,280)$64,199
Intangible assets not subject to amortization:
Trade name and trademarks$386,938$—$386,938Indefinite
Total intangible assets, net$630,417$(179,280)$451,137

Amortization expenses for intangible assets were as follows:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in thousands)
Research and development$2,421$2,120$4,836$4,238
Sales and marketing3,9753,9747,9497,949
Total amortization expenses$6,396$6,094$12,785$12,187
  1. Operating Leases

During the three months ended June 30, 2026, the Company entered into the following lease transactions:

In May 2026, the Company commenceda 7-year operating lease for a distribution warehouse located in Southaven, Mississippi. At the lease commencement date, the Company recognized an operating lease right-of-use asset and a corresponding operating lease liability of$19.9 million.

In June 2026, the Company renewed an operating lease for SharkNinja’s Global Headquarters located in Needham, Massachusetts, extending the lease term by 11 years from the original end term. The renewal was accounted for as a lease modification, and the Company remeasured the related operating lease right-of-use asset and operating lease liability as of the modification date, resulting in an increase of$41.9 million to each. The remeasurement is reflected in operating lease liabilities arising from obtaining operating lease right-of-use assets in the table below.

The supplemental cash flow information related to operating leases for the periods presented were as follows:

Six Months Ended June 30,
20262025
(in thousands)
Cash payments for operating lease liabilities$16,004$10,017
Operating lease liabilities arising from obtaining operating lease right-of-use assets during the period$62,147$1,634
  1. Debt

On July 20, 2023, the Company entered into a credit agreement (“2023 Credit Agreement”) with Bank of America, N.A., as administrative agent, and certain banks and financial institutions party thereto as lenders and issuing banks. The 2023 Credit Agreement provides for an $810.0 million term loan facility (the “2023 Term Loan”) and a $500.0 million revolving credit facility (“2023 Revolving Facility”). The 2023 Term Loan and 2023 Revolving Facility mature in July 2028, and both facilities bear interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. All SOFR borrowings under the 2023 Credit Agreement also incur a 0.1% credit adjustment. The Company has the ability to borrow in certain alternative currencies under the 2023 Credit Agreement. Alternative currency loans are priced using an Alternative Currency Term Rate plus any applicable spread adjustments. The Company may request increases to the 2023 Term Loan or 2023 Revolving Facility in a maximum aggregate amount not to exceed the greater of $520.0 million or 100% of adjusted earnings before interest, taxes, depreciation, and amortization, as defined in the 2023 Credit Agreement, for the most recently completed fiscal year.

No amounts were outstanding on the 2023 Revolving Facility as of December 31, 2025 or June 30, 2026. As of June 30, 2026, $10.2 million of letters of credit were outstanding, resulting in an available balance of $489.8 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 June 30, 2026, the Company was in compliance with the covenants under the 2023 Credit Agreement.

The obligations of the loan parties under the 2023 Credit Agreement with respect to the 2023 Term Loan and 2023 Revolving Facility are secured by (i) equity interests owned by the loan parties in each other loan party and in certain of the Company’s wholly-owned domestic restricted subsidiaries and (ii) substantially all assets of the domestic loan parties (subject to certain customary exceptions). In addition, subject to certain customary exceptions, these obligations are guaranteed by (i) the Company, (ii) each subsidiary of the Company that directly or indirectly owns a borrower and (iii) each other direct and indirect wholly-owned domestic restricted subsidiary of the Company.

Debt consisted of the following:

As of
June 30, 2026December 31, 2025
(in thousands)
2023 Term Loan with principal payments due quarterly; final balance due on maturity date of July 20, 2028$718,875$739,125
Less: deferred financing costs(2,408)(2,986)
Total debt, net of deferred financing costs716,467736,139
Less: debt, current(39,344)(39,344)
Debt, noncurrent$677,123$696,795

The Company recognizes and records interest expense related to its debt in interest expense, net, which totaled $11.0 million and $13.9 million for the three months ended June 30, 2026 and 2025, respectively, and $22.0 million and $27.5 million for the six months ended June 30, 2026 and 2025, respectively.

Fair Value of Debt

The carrying amount of the Company’s long-term debt under the 2023 Credit Agreement approximates fair value because the borrowings bear interest at variable rates indexed to SOFR that reset periodically and the applicable credit spread remains consistent with current market terms. The fair value measurement is categorized within Level 2 of the fair value hierarchy.

The carrying amount and estimated fair value of long-term debt were as follows:

As of
June 30, 2026December 31, 2025
(in thousands)
Carrying amount$718,875$739,125
Fair value$718,875$739,125
  1. Commitments and Contingencies

Non-Cancelable Purchase Obligations

In the normal course of business, the Company enters into non-cancelable purchase commitments, including marketing and endorsement agreements. Certain of these agreements extend over terms of up tofive years, with payments required in varying installments over the term. As of June 30, 2026, the Company has remaining obligations associated with marketing and endorsement agreements with original terms greater than 12 months totaling $94.6 million, which are payable in a combination of cash and ordinary shares of SharkNinja, Inc., as follows:

Amount
(in thousands)
Years ending December 31,
Remainder of 2026$8,908
202724,436
202825,348
202918,121
203017,807
Total$94,620

Indemnifications and Contingencies

The Company enters into indemnification provisions under certain agreements with other parties in the ordinary course of business. In its customer agreements, the Company has agreed to indemnify, defend and hold harmless the indemnified party for third-party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party intellectual property infringement claims. For certain large or strategic customers, the Company has agreed to indemnify, defend and hold harmless the indemnified party for non-compliance with certain additional representations and warranties made by the Company.

Legal Proceedings

From time to time, the Company may be involved in various legal proceedings arising from the normal course of business activities, including certain patent infringement claims, false advertising claims against us, and product safety concerns. The Company investigates these claims as they arise. In the opinion of management, the amount of ultimate loss with respect to any current legal proceedings and claims, if determined adversely to the Company, will not have a material adverse effect on its business, financial condition and results of operation.

  1. Shareholders’ Equity and Equity Incentive Plan

Restricted Share Units

SharkNinja Equity Incentive Plan

On July 28, 2023, the Company’s board of directors adopted the 2023 Equity Incentive Plan (the “2023 Plan”) to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The 2023 Plan provides for the issuance of options, share appreciation rights, restricted share awards, restricted share units (“RSUs”), performance awards and other awards. The 2023 Plan initially made 13,898,287 ordinary shares available for future award grants.

The 2023 Plan contains an evergreen provision whereby the shares available for future grants are increased on the first day of each calendar year from January 1, 2025 through and including January 1, 2033 in an amount equal to 0.6% of the total number of ordinary shares outstanding on December 31 st of the preceding year. On January 1, 2026, additional ordinary shares in the amount of 846,948 were registered as a result of this evergreen provision. As of June 30, 2026, ordinary shares in the amount of 8,507,435 were available for future grant under the 2023 Plan. Shares or RSUs forfeited, and unexercised option lapses from the 2023 Plan are available for future grant under the 2023 Plan.

RSU activities for the six months ended June 30, 2026 for RSUs granted under the 2023 Plan were as follows:

Number of SharesWeighted-Average Grant Date Fair Value Per Share
Unvested as of December 31, 20251,102,282$43.90
Granted2,637,219$111.24
Vested(1,098,084)$43.99
Cancelled/Forfeited(45,025)$96.10
Unvested as of June 30, 20262,596,392$111.36

RSUs granted for the six months ended June 30, 2026 under the 2023 Plan were 2,637,219, of which 624,049 RSUs were granted with service-only conditions and 1,413,170 performance-based RSUs were granted with vesting conditions tied to the achievement of certain performance growth metrics that are established by the Compensation Committee, and 600,000 market-based RSUs were granted with conditions tied to the achievement of a certain level of market capitalization over a consecutive period of time.

Employee Share Purchase Plan

On July 28, 2023, the board of directors approved the 2023 Employee Share Purchase Plan (the “ESPP”). A maximum of 1% of the Company’s outstanding ordinary shares (or 1,389,828 shares) were made available for sale under the ESPP. The ESPP contains an evergreen provision whereby the shares available for sale will automatically increase on the first day of each calendar year from January 1, 2025 through and including January 1, 2033, in an amount equal to the lesser of (i)0.15% of the total number of ordinary shares of the Company outstanding on December 31 st of the preceding year; (ii)300,000 shares; or (iii) such lesser number of shares as determined by the board at any time prior to the first day of a given calendar year. On January 1, 2026, additional ordinary shares in the amount of 211,737 were registered as a result of this evergreen provision. As of June 30, 2026, ordinary shares in the amount of 1,398,976 were available for future grant under the ESPP Plan. The ESPP provides forsix-month offering periods during which the Company will grant rights to purchase ordinary shares to eligible employees. The first offering period began in February 2024. There were 84,830 and 114,527 shares purchased under the ESPP during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, total unrecognized share-based compensation was $0.5 million, which is to be recognized over a weighted-average remaining period of 0.1 years.

Share-Based Compensation

The share-based compensation by line item in the accompanying condensed consolidated statements of income is summarized as follows:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in thousands)
Research and development$7,590$1,867$11,956$4,776
Sales and marketing12,5974,63419,2687,172
General and administrative27,0274,42746,29910,530
Total share-based compensation$47,214$10,928$77,523$22,478

As of June 30, 2026, the Company had $221.7 million unrecognized share-based compensation cost related to RSUs granted under the 2023 Plan that will be recognized over a weighted-average period of 2.5 years. Of this unrecognized share-based compensation cost, $134.2 million and $22.8 million related to RSUs granted under the 2023 Plan with performance and market conditions, respectively.

For those RSUs with service conditions, performance conditions or a combination of both, the grant date fair value was measured based on the quoted price of our ordinary shares at the date of grant. The weighted-average grant date fair value of these awards for the six months ended June 30, 2026 was $119.24 per share.

The Company estimated the fair value for the RSUs with a market condition using the Monte Carlo simulation model on the date of grant. Shares issued upon vesting are subject to a mandatory 12-month post-vesting lock-up period that may not be waived under any circumstance. A discount for lack of marketability was applied using the Finnerty (2012) average-strike put option model. The weighted-average grant date fair value of the RSUs with a market condition granted for the six months ended June 30, 2026 was $84.24, using the following assumptions:

Share price at valuation date$113.85
Expected volatility46.18%
Risk-free interest rate3.70%
Expected dividends0%
Expected term (in years)4.99
Discount for illiquidity11.68%

The total grant-date fair value of RSUs vested during the six months ended June 30, 2026 was $48.3 million.

Share Repurchase Program

During the six months ended June 30, 2026, the Company repurchased 1,008,368 ordinary shares under its $750.0 million share repurchase program authorized by the Board of Directors on February 11, 2026 (the “Repurchase Program”) at an aggregate cost of $119.7 million at an average price of $118.71 per share. The Repurchase Program has no expiration date and may be modified, suspended for periods or discontinued at any time. The Company is not obligated to repurchase any specific number of shares or dollar amount under the Repurchase Program. As of June 30, 2026, $630.3 million remained available for future repurchases under the Repurchase Program. Repurchased shares are recorded as treasury shares at cost on the condensed consolidated balance sheets.

  1. Income Taxes

The Company recorded a provision for income taxes of $33.9 million and $41.3 million for the three months ended June 30, 2026 and 2025, respectively, and $60.0 million and $69.0 million for the six months ended June 30, 2026 and 2025, respectively. The Company’s effective tax rate (“ETR”) was 20.7% and 22.8% for the three months ended June 30, 2026 and 2025, respectively, and 19.3% and 21.1% for the six months ended June 30, 2026 and 2025, respectively. The year-over-year decrease in the ETR for both the three and six months ended June 30, 2026 was primarily driven by a tax benefit recognized during the 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.

  1. Net Income Per Share

The following table sets forth the computation of basic and diluted net income per share for the periods presented:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in thousands, except share and per share data)
Numerator:
Net income$129,816$139,598$251,278$257,433
Denominator:
Weighted-average shares used in computing net income per share, basic141,384,805141,044,315141,390,616140,834,338
Dilutive effect of RSUs122,212827,084666,1871,196,942
Weighted-average shares used in computing net income per share, diluted141,507,017141,871,399142,056,803142,031,280
Net income per share, basic$0.92$0.99$1.78$1.83
Net income per share, diluted$0.92$0.98$1.77$1.81

Potential ordinary shares of certain performance-based and market-based RSUs of approximately 1,542,133 and 1,510,505 for the three and six months ended June 30, 2026, respectively, for which all targets required to trigger vesting had not been achieved, were excluded from the calculations of weighted average shares used in computing diluted net income per share.

  1. Related Party Transactions

Transactions with JS Global

As outlined in “Note 1 - Organization and Description of Business,” JS Global and its subsidiaries are related parties of the Company because the Chairman of the Company’s board of directors is a significant shareholder of the Company and controls JS Global. The Company’s arrangements with JS Global entities are described below.

Supplier Agreements

The Company purchases certain finished goods directly from a subsidiary of JS Global. Prior to July 31, 2025, the Company also relied on a JS Global purchasing office entity to source finished goods on the Company’s behalf and to provide certain procurement and quality control services. Finished goods purchased by the Company from JS Global entities amounted to $18.1 million and $23.5 million for the three months ended June 30, 2026 and 2025, respectively, and $30.9 million and $48.6 million for the six months ended June 30, 2026 and 2025, respectively.

Sourcing Services Agreement

In connection with the separation, the Company entered into a sourcing services agreement with JS Global under which JS Global provided coordination, process management and relationship management support with respect to certain suppliers in the Asia-Pacific region (“APAC”). The Company paid JS Global a service fee based on the aggregate amount of products procured from suppliers managed by JS Global under the agreement. The agreement terminated on July 31, 2025. Fees incurred under this agreement were $2.5 million and $4.8 million for the three and six months ended June 30, 2025, respectively, and were capitalized into inventory and recognized in cost of sales as the related inventory was sold.

Brand License Agreement

In connection with the separation, the Company entered into a brand license agreement with JS Global, in which the Company granted to JS Global the non-exclusive rights to obtain, produce and source, and the exclusive rights to distribute and sell, the Company’s brands of products in certain international markets in APAC. The brand license agreement has a term of 20 years from the date of the separation. Under this agreement, JS Global pays to the Company a royalty of 3% of net sales of licensed products. The Company earned royalty income of $3.2 million and $3.8 million for the three months ended June 30, 2026 and 2025, respectively, and $6.5 million and $8.6 million for the six months ended June 30, 2026 and 2025, respectively, which was included in net sales.

Product Development Agreements

In connection with the separation, the Company entered into an agreement with JS Global to provide certain research and development, and related product management, services to JS Global entities related to the distribution of products in APAC. Under this agreement and subsequent amendments, the Company earned product development service fees of $2.9 million and $1.6 million for the three months ended June 30, 2026 and 2025, respectively, and $5.7 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively, which were recorded as a reduction of research and development expenses.

Transition Services Agreement

In connection with the separation, the Company entered into a transition services agreement with JS Global under which the Company provided transition services to JS Global, in order to facilitate the transition of the separated JS Global business. The agreement terminated on July 31, 2025. Service fees under this agreement were $0.7 million and $1.5 million for the three and six months ended June 30, 2025, respectively, and were recorded as a reduction of general and administrative expenses.

The following is a summary of the related party transactions and balances associated with JS Global:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in thousands)
Related party revenue
Royalty income$3,197$3,818$6,523$8,602
Related party expense (income)
Cost of sales - purchases of goods and services, net$18,054$25,927$30,863$53,404
Research and development services, net(2,853)(1,587)(5,705)(3,244)
General and administrative—(737)—(1,487)
As of
June 30, 2026December 31, 2025
(in thousands)
Related party assets
Accounts receivable, net$24,794$17,574
Related party liabilities
Accounts payable$19,189$14,115

Amounts due from and to JS Global entities are unsecured, non-interest bearing, and settled in cash in the ordinary course of business.

  1. Subsequent Events

In July 2026, the Company submitted refund claims of approximately $247.1 million through U.S. Customs and Border Protection’s (“CBP”) refund process for duties previously paid under the International Emergency Economic Powers Act (“IEEPA”), which the U.S. Supreme Court held on February 20, 2026 were not authorized. CBP accepted the Company’s claims in July 2026. The Company recognizes potential refunds of previously paid IEEPA duties when the refund is realized or realizable; because the Company’s claims had not been submitted or accepted as of June 30, 2026, no amounts have been recognized in the condensed consolidated financial statements as of or for the periods ended June 30, 2026. As a result of the acceptance of its claims, the Company expects to recognize a benefit of approximately $247.1 million as a reduction of cost of sales, with a corresponding receivable, in the third quarter of 2026. The timing of cash receipt remains subject to CBP processing; any interest on refunded duties, and any additional duties paid under protective protests that have not yet been resolved, will be recognized when received or when the related contingencies are resolved.

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