SharkNinja (SN) risk factors, FY2025 10-K

Risks Related to Our Business, Operations and Industry

1. 01Our business depends on maintaining and strengthening our brands to generate and maintain ongoing demand for our products, and a significant reduction in such demand, or misuse by licensees of our brands, could harm our business, financial condition and results of operations
2. 02If we are unable to commercialize a continuing stream of new products and line extensions that create demand, our ability to compete in the marketplace may be materially and adversely impacted
3. 03Past growth may not be indicative of future growth
4. 04We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy
5. 05Our growth depends, in part, on our continued penetration and expansion into new markets, and we may not be successful in doing so
6. 06Our business could be adversely affected if we fail to maintain product safety, quality and performance at an acceptable cost
7. 07We participate in highly competitive markets, and we may not be able to compete successfully, causing us to lose market share and sales
8. 08The pace of technological change continues to accelerate and our ability to react effectively to such change may present significant competitive risks
9. 09We rely principally on suppliers, and problems with, or loss of, our suppliers or an inability to obtain raw materials could harm our business, financial condition and results of operations
10. 10We rely on a series of purchase orders with our suppliers. Some of these relationships are not exclusive, which means that these suppliers could produce similar products for our competitors
11. 11If we fail to timely and effectively obtain shipments of products from our suppliers and deliver products to our retailers, consumers and distributors, our business, financial condition and results of operations could be harmed
12. 12If we fail to maintain existing consumers and attract new consumers, or fail to do so in a cost-effective manner, we may not be able to increase sales
13. 13If we are not successful in expanding our DTC sales channel by driving consumer traffic and consumer purchases through our infomercials and websites, our business, financial condition and results of operations could be harmed
14. 14We have significant international operations and are exposed to risks associated with doing business globally
15. 15Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products and manage product inventory in an effective and efficient manner
16. 16Our results of operations have been and may continue to be adversely affected by inflation, changes in the cost or availability of raw materials, energy, transportation and other necessary supplies and services
17. 17We rely substantially on our retailers and distributors
18. 18Use of social media and influencers may materially and adversely affect our reputation, business, financial condition and results of operations
19. 19affect us. It is not possible to prevent such behavior, and the precautions we take to detect this activity may not be effective in all cases
20. 20Insolvency, credit problems or other financial difficulties that could confront our retailers and distributors could expose us to financial risk
21. 21If our suppliers, retailers and distributors do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, financial condition and results of operations could be harmed
22. 22Changes in consumer shopping trends and changes in distribution channels could significantly harm our business
23. 23We are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance
24. 24Our reputation and profitability have been and may continue to be adversely affected if our products are counterfeited or imitated in the market
25. 25We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our business, financial condition and results of operations
26. 26The failure of any bank in which we deposit our funds could have an adverse effect on our business, financial condition and results of operations
27. 27Our sales and results of operations are subject to seasonal and quarterly variations
28. 28Conflicts with our retailers could harm our business and operating results
29. 29We may be unable to generate anticipated cost savings, successfully implement our strategies or efficiently manage our supply chain and manufacturing processes, and our business, financial condition and results of operations could suffer as a result
30. 30We may acquire or invest in other companies, which could divert our management’s attention, result in dilution to our shareholders and otherwise disrupt our operations and harm our business, financial condition and results of operations
31. 31As a result of retailers maintaining tighter inventory control, we face risks related to meeting demand and storing inventory
32. 32We depend on highly skilled personnel, and if we are unable to recruit, hire, integrate, train and retain our personnel, we may not be able to address competitive challenges

Risks Related to Intellectual Property, Information Technology and Data Privacy

1. 33Claims by third parties that we are infringing their intellectual property and other litigation could adversely affect our business
2. 34If we fail to adequately protect our intellectual property rights, competitors may manufacture and market similar products, which could adversely affect our market share and results of operations
3. 35A cybersecurity breach or failure of one or more key information technology systems could have a material adverse effect on our business or reputation
4. 36We may not be able to enforce our intellectual property rights throughout the world
5. 37If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology and products could be harmed significantly
6. 38We are subject to data security and privacy risks that could negatively affect our reputation, business, financial condition and results of operations
7. 39Recent changes to patent laws in the United States and in foreign jurisdictions may limit our ability to obtain, defend and/or enforce our patents
8. 40If we fail to comply with our obligations under license, technology or intellectual property agreements with third parties, we may be required to pay damages and we could lose license, technology or intellectual property rights that are critical to our business
9. 41Some of our products and technologies contain open source software, which may pose particular risks to our proprietary software, products and technologies in a manner that could have a material and adverse effect on our business, financial condition and results of operations
10. 42If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products in the future
11. 43Use of artificial intelligence in our operations and product offerings could result in reputational or competitive harm, legal or regulatory liability and adverse impacts on our results of operations
12. 44IoT connected product offerings could result in reputational or competitive harm, legal or regulatory liability and adverse impacts on our results of operations
13. 45Failures or security vulnerabilities in the cloud-based platforms, mobile applications, and other backend systems that support our connected products could expose us to significant operational, legal and reputational risks

Risks Related to Our Legal, Tax and Regulatory Environment

1. 46From time to time, we may be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention and materially harm our business, financial condition and results of operations
2. 47Our business involves the potential for product delays, product recalls, product liability and other claims against it, which could affect our business, financial condition and results of operations
3. 48Public perceptions that some of the products we produce and market are not safe could adversely affect us
4. 49Compliance with various public health, consumer protection and other regulations applicable to our products and facilities could increase our cost of doing business and expose us to additional requirements with which we may be unable to comply
5. 50Significant changes to U.S. trade policies that restrict imports or increase import tariffs and the responses of other countries have had, and we will expect will continue to have, a material adverse effect on our business
6. 51We are subject to governmental export and import controls, customs and economic sanction laws that could subject us to liability and impair our ability to compete in international markets
7. 52Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences
8. 53Changes in tax laws or unanticipated tax liabilities could adversely affect our effective income tax rate and profitability
9. 54We may be subject to the Economic Substance Regime in the Cayman Islands
10. 55The Chinese government may intervene in or influence our operations or the operations of our third party suppliers at any time, which could result in a material change in our business, financial condition and results of operations as well as the value of our ordinary shares
11. 56We are subject to environmental and health and safety laws and regulations, which could subject us to liabilities, increase our costs or restrict our operations in the future

Risks Related to Our Financial Condition

1. 57Our indebtedness could materially adversely affect our financial condition
2. 58Restrictive covenants in our debt agreements may restrict our ability to pursue our business strategies
3. 59Our net sales could decline due to changes in credit markets and decisions made by credit providers
4. 60Our financial results and future growth could be harmed by currency exchange rate fluctuations
5. 61We depend on cash generated from our operations to support our growth, and we may need to raise additional capital, which may not be available on terms acceptable to us or at all
6. 62Future financing activities may adversely affect our leverage and financial condition
7. 63If our estimates or judgments relating to our critical accounting policies prove to be incorrect or change significantly, our business, financial condition and results of operations could be harmed
8. 64If our goodwill, other intangible assets or fixed assets become impaired, we may be required to record a charge to our earnings
9. 65Circumstances associated with divestitures and product category exits could adversely affect our business, financial condition and results of operations
10. 66We are a holding company and depend on our subsidiaries to meet our obligations and pay any dividends

Risks Related to the Separation and Distribution

1. 67We may be unable to achieve some or all of the anticipated benefits of the separation, and the separation may adversely affect our business, financial condition and results of operations
2. 68Conflicts of interest may arise because the Chairperson of our Board holds a management and board position with JS Global
3. 69We or JS Global may fail to perform under various transaction agreements that were executed as part of the separation or we may fail to have necessary systems and services in place when certain of the transaction agreements expire
4. 70A court could require that we assume responsibility for obligations allocated to JS Global under the Separation and Distribution Agreement

Risks Related to Ownership of Our Ordinary Shares

1. 71An active trading market for our ordinary shares may not be sustained and our share price may be volatile such that you may not be able to resell your shares at or above the public offering price
2. 72At December 31, 2025, we have a total of 141,158,026 ordinary shares outstanding. All of the ordinary shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions under Rule 144 of the Securities Act and applicable lock-up agreements
3. 73Prior to the separation and distribution, we operated as part of JS Global’s broader corporate organization and not as a stand-alone entity. We have limited operating history as a separate publicly traded company following the separation and distribution
4. 74The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business
5. 75Our transition to being a U.S. domestic reporting company may cause us to incur significant legal, accounting and other expenses
6. 76Mr. Wang is a significant shareholder and has influence over matters outside the ordinary course of our business requiring a shareholder vote, which may limit your ability to influence our actions
7. 77In addition, the concentration of Mr. Wang’s ownership could discourage others from making tender offers, which could prevent holders from receiving a premium for their ordinary shares
8. 78Members of our management team have limited experience managing a U.S. public company
9. 79Our Memorandum and Articles of Association, as well as Cayman Law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our ordinary shares
10. 80Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited
11. 81Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us
12. 82We do not currently anticipate paying regular dividends on our ordinary shares. Consequently, your only opportunity to achieve a return on your investment may be if the price of our ordinary shares appreciates