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    SEC Form S-8 filed by Corsair Gaming Inc.

    5/7/26 4:19:33 PM ET
    $CRSR
    Computer peripheral equipment
    Technology
    Get the next $CRSR alert in real time by email
    S-8 1 crsr-20260507.htm S-8 S-8

    As filed with the Securities and Exchange Commission on May 7, 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

     

    Corsair Gaming, Inc.

    (Exact name of registrant as specified in its charter)

     

     

    Delaware

    82-2335306

    (State or other jurisdiction of
    incorporation or organization)

    (I.R.S. Employer
    Identification Number)

     

     

     

    115 N. McCarthy Boulevard

     

    Milpitas, California

    95035

     (Address of registrant’s principal executive offices)

    (Zip Code)

     

     

    2020 Incentive Award Plan

    2020 Employee Stock Purchase Plan

    (Full Title of the Plan)

     

    Thi L. La

    Chief Executive Officer

    Corsair Gaming, Inc.

    115 N. McCarthy Boulevard

    Milpitas, California 95035

    (Name and address of agent for service)

    (510) 657-8747

    (Telephone number, including area code, of agent for service)

     

    Copies to:

     

    Phillip S. Stoup, Esq.

    Shira Oyserman, Esq.
    Freshfields US LLP
    One Bush Street, 17
    th Floor
    San Francisco, California 94104
     (415) 400-2200

    Gordon Mattingly
    Chief Financial Officer
    115 N. McCarthy Boulevard

    Milpitas, California 95035

    (510) 657-8747

     

    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 13(a) of the Exchange Act. ☐

     

     

     

    EXPLANATORY NOTE

    This Registration Statement on Form S-8 is being filed by Corsair Gaming, Inc. (the “Registrant”) for the purpose of registering an additional 5,331,942 shares of the Registrant’s common stock issuable under the following employee benefit plans for which


    Registration Statements of the Registrant on Form S-8 (File Nos. 333-289368, 333-279188, 333-271812, 333-264772, 333-254142, and 333-249065, collectively, the “Previous Form S-8s”) are effective: (i) the 2020 Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 4,265,554 shares of common stock and (ii) the 2020 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,066,388 shares of common stock.

    INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

    Pursuant to Instruction E of Form S-8, the contents of the Previous Form S-8s previously filed with the Securities and Exchange Commission are incorporated by reference herein.


    EXHIBIT INDEX

     

     

     

     

    Incorporated by Reference

     

     

    Exhibit
    Number

    Description

    Form

    Exhibit

    Date Filed

    Filed

    Herewith

     

     

     

     

     

     

     

     

     

     

     

    4.1

     

    Second Amended and Restated Certificate of Incorporation.

     

    8‑K

     

    3.1

     

    09/25/2020

     

     

     

     

     

     

     

     

     

     

     

     

     

    4.2

     

    Amended and Restated Bylaws.

     

    8‑K

     

    3.2

     

    09/25/2020

     

     

     

     

     

     

     

     

     

     

     

     

     

    4.3

     

    Form of Common Stock Certificate of the Registrant.

     

    S‑1/A

     

    4.2

     

    09/18/2020

     

     

     

     

     

     

     

     

     

     

     

     

     

    5.1

     

    Opinion of Freshfields US LLP.

     

     

     

     

     

     

     

    X

     

     

     

     

     

     

     

     

     

     

     

    5.1

     

    Consent of Freshfields US LLP (included in Exhibit 5.1).

     

     

     

     

     

     

     

    X

     

     

     

     

     

     

     

     

     

     

     

    23.2

     

    Consent of Independent Registered Public Accounting Firm.

     

     

     

     

     

     

     

    X

     

     

     

     

     

     

     

     

     

     

     

    24.1

     

    Power of Attorney (included in the signature page to this registration statement).

     

     

     

     

     

     

     

    X

     

     

     

     

     

     

     

     

     

     

     

    99.1(a)#

     

    2020 Incentive Award Plan.

     

    S‑1/A

     

    10.3

     

    09/14/2020

     

     

     

     

     

     

     

     

     

     

     

     

     

    99.1(b)#

     

    Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan.

     

    S‑1/A

     

    10.3(a)

     

    09/14/2020

     

     

     

     

     

     

     

     

     

     

     

     

     

    99.1(c)#

     

    Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2020 Incentive Award Plan.

     

    S‑1/A

     

    10.3(b)

     

    09/14/2020

     

     

     

     

     

     

     

     

     

     

     

     

     

    99.1(d)#

     

    Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2020 Incentive Award Plan.

     

    S‑1/A

     

    10.3(c)

     

    09/14/2020

     

     

     

     

     

     

     

     

     

     

     

     

     

    99.2#

     

    2020 Employee Stock Purchase Plan.

     

    S‑1/A

     

    10.4

     

    09/14/2020

     

     

     

     

     

     

     

     

     

     

     

     

     

    107.1

     

    Filing Fee Table.

     

     

     

     

     

     

     

    X

     

    # Indicates management contract or compensatory plan.


    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 Fremont, California, on May 7, 2026.

     

     

     

    CORSAIR GAMING, INC.

     

     

     

     

     

     

    By:

    /s/ Thi L. La

     

     

     

    Thi L. La

     

     

     

    Chief Executive Officer

     

    POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Thi L. La and Gordon Mattingly, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

     

    Signature

    Title

    Date

    /s/ Thi L. La

    Chief Executive Officer and Director

    May 7, 2026

    Thi L. La

    (Principal Executive Officer)

     

     

     

     

     

    /s/ Gordon Mattingly

    Chief Financial Officer

    May 7, 2026

    Gordon Mattingly

    (Principal Financial Officer and Principal Accounting Officer)

     

     

     

     

     

     

    /s/ Anup Bagaria

    Director

    May 7, 2026

    Anup Bagaria

     

     

    /s/ Diana Bell

    Director

    May 7, 2026

    Diana Bell

     

     

     

     

    /s/ Jason Cahilly

    Director

    May 7, 2026

    Jason Cahilly

     

     

     

     

    /s/ George L. Majoros, Jr.

    Director

    May 7, 2026

    George L. Majoros, Jr.

     

     

     

     

    /s/ Sarah M. Kim

    Director

    May 7, 2026

    Sarah M. Kim

     

     

     

     

    /s/ Stuart A. Martin

    Director

    May 7, 2026

    Stuart A. Martin

     

     

     

     

     

     

    /s/ Samuel R. Szteinbaum

     

    Director

     

    May 7, 2026

    Samuel R. Szteinbaum

     

     

     

     

     

     

     

     

     

    /s/ Randall J. Weisenburger

     

    Director

     

    May 7, 2026

    Randall J. Weisenburger

     

     

     

     

     


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