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 | ||
Exhibit 5.1
Simpson Thacher & Bartlett LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
TELEPHONE: +1-212-455-2000
FACSIMILE: +1-212-455-2502
| Direct Dial Number | E-mail Address | |
| +1-212-455-7614 | elewandowski@stblaw.com |
March 6, 2026
Alight, Inc.
320 South Canal Street
50th Floor, Suite 5000
Chicago, IL 60606
To the Addressee Stated Above:
We have acted as counsel to Alight, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of an aggregate of up to 65,000,000 shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Shares”) that may be issued by the Company pursuant to the Alight, Inc. 2021 Omnibus Incentive Plan (the “Plan”).
We have examined the Registration Statement, the Amended and Restated Certificate of Incorporation of the Company and the Plan, each of which have been filed with the Commission as exhibits to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon issuance and delivery in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Omnibus Incentive Plan of Alight, Inc. of our reports dated February 24, 2026, with respect to the consolidated financial statements of Alight, Inc. and the effectiveness of internal control over financial reporting of Alight, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
March 6, 2026
| Table 1: Newly Registered Securities |
|---|
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |
|---|---|---|---|---|---|---|---|---|
| 1 | Equity | Class A Common Stock, par value $0.0001 per share, reserved for issuance under the Registrant's 2021 Omnibus Incentive Plan | Other | 65,000,000 | $ 0.89 | $ 57,850,000.00 | 0.0001381 | $ 7,989.09 |
| Total Offering Amounts: |
$ 57,850,000.00 |
$ 7,989.09 | ||||||
| Total Fee Offsets: |
$ 0.00 | |||||||
| Net Fee Due: |
$ 7,989.09 | |||||||
| Offering Note |
| 1 |
(1) This Registration Statement on Form S-8 (this "Registration Statement") covers 65,000,000 shares of Class A common stock ("Common Stock") of Alight, Inc. (the "Registrant") that were added to the shares of Common Stock authorized for issuance pursuant to the Registrant's 2021 Omnibus Incentive Plan (the "Plan"); and pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers any additional shares of Common Stock that may become issuable under the Plan by reason of any share dividend, share split or other similar transaction. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the Registrant's Common Stock as reported on the New York Stock Exchange on March 3, 2026. | ||||||
| | |||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |