As filed with the Securities and Exchange Commission on March 6, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Alight, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 86-1849232 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 320 South Canal Street, 50th Floor Chicago, Illinois |
60606 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Alight, Inc. 2021 Omnibus Incentive Plan
(Full title of the plan)
Copy to:
| Martin T. Felli Chief Legal Officer and Corporate Secretary Alight, Inc. 320 South Canal Street, 50th Floor Chicago, Illinois 60606 Tel.: (224) 737-7000 |
Edgar J. Lewandowski Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 | |
| (Name and address, including zip code, and telephone number, including area code, of agent for service) |
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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging Growth Company | ☐ | |||||
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. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Alight, Inc. (the “Registrant” or the “Company”) for the purpose of registering an additional 65,000,000 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of the Registrant issuable under the Alight, Inc. 2021 Omnibus Incentive Plan (the “Plan”). These additional shares of Common Stock are additional securities of the same class as other securities for which an original registration statement (File No. 333-259450) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on September 10, 2021 (the “Original Registration Statement”). These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the Plan, which provides that the total number of shares subject to the Plan will be increased on the first day of each fiscal year pursuant to a specified formula.
Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement are incorporated by reference into this Registration Statement, except that the provisions contained in Part II thereof are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed with the Commission pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:
| (1) | the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 24, 2026; |
| (2) | the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 22, 2025 (solely those portions that were incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024); |
| (3) | the Registrant’s Current Reports on Form 8-K, filed with the Commission on January 22, 2026, February 19, 2026, and February 27, 2026; |
| (4) | the description of the Registrant’s securities set forth in Exhibit 4.1 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 10, 2022. |
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except that information furnished to the Commission under Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated by reference in this Registration Statement.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 8. | Exhibits. |
INDEX TO EXHIBITS
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Atlanta, State of Georgia, on March 6, 2026.
| ALIGHT, INC.
| ||
| By: | /s/ Rohit Verma | |
| Rohit Verma | ||
| Chief Executive Officer and Director | ||
Each person whose signature appears below constitutes and appoints each of Rohit Verma, Gregory Giometti and Martin T. Felli as his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments, including any post-effective amendments and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each attorney-in-fact and agent, or 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, this Registration Statement and Power of Attorney have been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Rohit Verma Rohit Verma |
Chief Executive Officer and Director (Principal Executive Officer) |
March 6, 2026 | ||
| /s/ Gregory Giometti Gregory Giometti |
Interim Chief Financial Officer (Principal Financial and Accounting Officer) |
March 6, 2026 | ||
| /s/ Russell P. Fradin Russell P. Fradin |
Chairman of the Board of Directors | March 6, 2026 | ||
| /s/ William P. Foley, II William P. Foley, II |
Director | March 6, 2026 | ||
| /s/ Mike Hayes Mike Hayes |
Director | March 6, 2026 | ||
| /s/ Robert Lopes, Jr. Robert Lopes, Jr. |
Director | March 6, 2026 | ||
| /s/ Siobhan Nolan Mangini Siobhan Nolan Mangini |
Director | March 6, 2026 | ||
| /s/ Richard N. Massey Richard N. Massey |
Director | March 6, 2026 | ||
| /s/ Kausik Rajgopal Kausik Rajgopal |
Director | March 6, 2026 | ||
| /s/ Coretha Rushing Coretha Rushing |
Director | March 6, 2026 | ||
| /s/ Robert Schriesheim Robert Schriesheim |
Director | March 6, 2026 | ||
| /s/ Denise Williams Denise Williams |
Director | March 6, 2026 | ||