As filed with the Securities and Exchange Commission on May 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
Latham Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 83-2797583 (I.R.S. Employer Identification No.) | |||||||
| 787 Watervliet Shaker Road Latham, New York | 12110 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Latham Group, Inc. 2021 Omnibus Equity Incentive Plan
(Full title of the plan)
Sean Gadd
Chief Executive Officer, President and Director
787 Watervliet Shaker Road
Latham, New York 12110
(Name and address of agent for service)
800-833-3800
(Telephone number, including area code, of agent for service)
Copy to:
Michael S. Ben, Esq.
Joshua W. Damm, Esq.
Honigman LLP
2290 First National Building
660 Woodward Avenue
Detroit, Michigan 48226-3506
(313) 465-7000
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 | o | Accelerated filer | x | Non-accelerated filer | o | Smaller reporting company Emerging growth company | o x | ||||||||||||||||
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. ¨
EXPLANATORY NOTE
Latham Group, Inc. (the “Company”) has prepared this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the requirements of the Securities Act of 1933, as amended, (the “Securities Act”), to register the issuance of 3,400,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), which are reserved for issuance to eligible participants upon the vesting or exercise of awards granted under the Company’s 2021 Omnibus Equity Incentive Plan, as amended. The Common Stock being registered hereunder is in addition to the 12,830,086 shares of Common Stock registered on the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on April 22, 2021 (Commission File No. 333-255439) and May 4, 2023 (Commission File No. 333-271646) (the “Prior Registration Statements”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding the registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement (other than information in such filings that was "furnished" under applicable Commission rules rather than "filed"):
1.The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 4, 2026.
3.The information specifically incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 from our definitive proxy statement for the annual meeting of stockholders held on April 30, 2026, filed with the Commission on March 20, 2026.
4.The description of the Common Stock set forth in the Company’s Registration Statement on Form 8-A, filed with the Commission on April 22, 2021, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
In addition, all reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than information in such filings that was “furnished” under applicable Commission rules rather than “filed”), subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.
2
Item 8. Exhibits
| Exhibits | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 5* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24* | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 107* | ||||||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Latham Group, Inc. 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 Latham, State of New York, on the 6th day of May, 2026.
LATHAM GROUP, INC. | ||||||||
By: | /s/ Sean Gadd | |||||||
Name: Sean Gadd | ||||||||
Title: Chief Executive Officer, President and Director | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Sean Gadd, Oliver C. Gloe and Patrick Sheller, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 6, 2026, by the following persons in the capacities indicated.
Signature | Title | |||||||
/s/ Sean Gadd | Chief Executive Officer, President and Director | |||||||
Sean Gadd | (Principal Executive Officer) | |||||||
/s/ Oliver C. Gloe | Chief Financial Officer | |||||||
Oliver C. Gloe | (Principal Financial Officer) | |||||||
/s/ Suraj Kunchala | Vice President and Controller | |||||||
Suraj Kunchala | (Principal Accounting Officer) | |||||||
/s/ James E. Cline | Chairman of the Board | |||||||
James E. Cline | ||||||||
/s/ Mark P. Laven | Vice Chairman of the Board | |||||||
Mark P. Laven | ||||||||
/s/ DeLu Jackson | Director | |||||||
DeLu Jackson | ||||||||
/s/ Frank J. Dellaquila | Director | |||||||
Frank J. Dellaquila | ||||||||
/s/ Brian Pratt | Director | |||||||
Brian Pratt | ||||||||
/s/ Suzan Morno-Wade | Director | |||||||
Suzan Morno-Wade | ||||||||
/s/ William M. Pruellage | Director | |||||||
William M. Pruellage | ||||||||
/s/ Jeffrey T. Jackson | Director | |||||||
Jeffrey T. Jackson | ||||||||