v3.26.1
Shareholders' Equity and Equity Incentive Plan
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Shareholders' Equity and Equity Incentive Plan
10. 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 31st 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 March 31, 2026, ordinary shares in the amount of 8,630,788 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 three months ended March 31, 2026 for RSUs granted under the 2023 Plan were as follows:
 
Number of Shares
Weighted Average Grant Date Fair Value per share
Unvested as of December 31, 2025
1,102,282 
$
43.90 
Granted
2,484,094 
111.01 
Vested
(1,075,182)
42.83 
Cancelled/Forfeited
(15,253)
84.47 
Unvested as of March 31, 2026
2,495,941 
$
110.90 

RSUs granted for the three months ended March 31, 2026 under the 2023 Plan were 2,484,094, of which 565,748 RSUs were granted with service-only conditions and 1,318,346 performance-based RSUs were granted with vesting conditions tied to the achievement of certain performance growth metrics, such as net sales, gross profit and operating cash flow, 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 31st 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 March 31, 2026, ordinary shares in the amount of 1,398,976 were available for future grant under the ESPP Plan. The ESPP provides for six-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 three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, total unrecognized share-based compensation was $1.9 million, which is to be recognized over a weighted-average remaining period of 0.3 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 March 31,
 
2026
2025
 
(in thousands)
Research and development
$
4,366 
$
2,909 
Sales and marketing
6,671 
2,538 
General and administrative
19,272 
6,103 
Total share-based compensation
$
30,309 
$
11,550 
 
As of March 31, 2026, the Company had $253.7 million unrecognized share-based compensation cost related to RSUs granted under the 2023 Plan that will be recognized over a weighted average period of 2.6 years. Of this unrecognized share-based compensation cost, $150.6 million and $36.9 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 three months ended March 31, 2026 was $119.54 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 three months ended March 31, 2026 was $84.24, using the following assumptions:
Share price at valuation date$113.85 
Expected volatility
46.18 %
Risk-free interest rate
3.70 %
Expected dividends0 %
Expected term (in years)4.99
Discount for illiquidity
11.68 %

The total grant-date fair value of RSUs vested during the three months ended March 31, 2026 was $46.1 million.

Share Repurchase Program

During the three months ended March 31, 2026, the Company repurchased 193,135 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 $20.0 million at an average price of $103.54 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 March 31, 2026, $730.0 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.