As filed with the Securities and Exchange Commission on May 22, 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
ASSURANT, INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or Other Jurisdiction of Incorporation or Organization) | 39-1126612 (I.R.S. Employer Identification No.) |
Assurant, Inc. 260 Interstate North Circle SE Atlanta, Georgia (Address of Principal Executive Offices) | 30339 (Zip Code) |
Assurant, Inc. 2017 Long Term Equity Incentive Plan, as amended and restated
(Full Title of the Plan)
Jay E. Rosenblum
Executive Vice President, Chief Legal Officer
Assurant, Inc.
260 Interstate North Circle SE
Atlanta, Georgia 30339
(770) 763-1000
(Name, 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.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | 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. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 480,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), of Assurant, Inc. (the “Company”) to be issued pursuant to the grant or exercise of awards under the Assurant, Inc. 2017 Long Term Equity Incentive Plan, as amended and restated, which was further amended and restated on May 21, 2026 to increase the available share reserve thereunder by 480,000 shares of Common Stock (as amended and restated, the “Plan”).
At the Company’s Annual Meeting of Stockholders held on May 21, 2026, the Company’s stockholders approved the Plan and the authorization of an additional 480,000 shares of Common Stock for issuance under the Plan.
The shares of Common Stock registered hereby are of the same class as the 1,500,000 shares of Common Stock previously registered on an effective Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2017 (File No. 333-217940) (the “2017 Registration Statement”), the 550,000 shares of Common Stock previously registered on an effective Registration Statement on Form S-8 filed with the SEC on May 8, 2019 (File No. 333-231274) (the “2019 Registration Statement”) and the 900,000 shares of Common Stock previously registered on an effective Registration Statement on Form S-8 filed with the SEC on May 13, 2021 (File No. 333-256095) (the “2021 Registration Statement” and, together with the 2017 Registration Statement and the 2019 Registration Statement, the “Existing Registration Statements”) and the contents of the Existing Registration Statements are incorporated by reference herein and made a part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Assurant, 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 Atlanta, State of Georgia, on May 22, 2026.
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| ASSURANT, INC. |
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| By: | | /s/ Keith W. Demmings |
| | | Keith W. Demmings |
| | | President and Chief Executive Officer |
Exhibit 24.1
ASSURANT, INC.
POWER OF ATTORNEY
The undersigned directors and officers of Assurant, Inc., a Delaware corporation (the “Company”), hereby authorize and appoint Keith W. Demmings, Keith R. Meier, Jay E. Rosenblum and Dimitry DiRienzo, and each of them severally, the individual’s true and lawful attorneys-in-fact and agents, with power to act with or without the other, and with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. The undersigned hereby grants to 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 and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 22, 2026.
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| Signature | | Title |
/s/ Keith W. Demmings_____________ | | President, Chief Executive Officer and Director
(Principal Executive Officer) |
| Keith W. Demmings | |
/s/ Keith R. Meier_____________ | | Executive Vice President, Chief Financial Officer
(Principal Financial Officer) |
| Keith R. Meier | |
/s/ Dimitry DiRienzo_____________ | | Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer) |
| Dimitry DiRienzo | |
/s/ Elaine D. Rosen_____________ | | Non-Executive Board Chair and Director |
| Elaine D. Rosen | |
/s/ Rajiv Basu_____________ | | Director |
| Rajiv Basu | |
/s/ Lynn S. Blake_____________ | | Director |
| Lynn S. Blake | |
/s/ J. Braxton Carter_____________ | | Director |
| J. Braxton Carter | |
/s/ Harriet Edelman_____________ | | Director |
| Harriet Edelman | |
/s/ Sari Granat_____________ | | Director |
| Sari Granat | |
/s/ Ognjen Redzic_____________ | | Director |
| Ognjen Redzic | |
/s/ Paul J. Reilly_____________ | | Director |
| Paul J. Reilly | |
/s/ Kevin Warren_____________ | | Director |
| Kevin Warren | |
0001267238EX-FILING FEESN/A254.64xbrli:sharesiso4217:USDxbrli:pure00012672382026-05-222026-05-22000126723812026-05-222026-05-22
Exhibit 107.1
Calculation of Filing Fee Table
Form S-8
(Form Type)
Assurant, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit[(2)] | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(2) |
| Equity | Common Stock, par value $0.01 per share | Other | 480,000 | $254.64(3) | $122,227,200 | 0.0001381 | $16,879.58 |
| Total Offering Amounts | | | $ | 122,227,200 | | | $16,879.58 |
Total Fee Offsets(4) | | | | | — |
| Net Fee Due | | | | | $16,879.58 |
(1)This Registration Statement on Form S-8 (this “Registration Statement”) covers common stock, par value US$0.01 per share (“Common Stock”) of Assurant, Inc. (the “Company” or “Registrant”) authorized for issuance under the Assurant, Inc. 2017 Long Term Equity Incentive Plan, as amended (the “Plan”) and pursuant to Rule 416(a) under the Securities Act of 1933, as amended and restated (the “Securities Act”), any additional Common Stock that may become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction.
(2)Rounded up to the nearest cent.
(3)Calculated solely for the purpose of this offering under Rule 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on May 15, 2026.
(4)There are no fee offsets.
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| | Davis Polk & Wardwell LLP
450 Lexington Avenue New York, NY 10017
davispolk.com |
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Exhibit 5.1
May 22, 2026
Assurant, Inc.
260 Interstate North Circle SE
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as special counsel to Assurant, Inc., a Delaware corporation (the “Company”), and are delivering this opinion in connection with the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 480,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share, issuable pursuant to the Assurant, Inc. 2017 Long Term Equity Incentive Plan, as amended and restated effective as of May 21, 2026 (the “Plan”). This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion. We have also made such further legal and factual examinations and investigations as we have deemed necessary or advisable for purposes of expressing the opinion set forth herein.
This opinion letter is provided to the SEC for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without express written consent. No other opinion may be implied or inferred beyond that which is expressly stated below.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
On the basis of the foregoing, we are of the opinion that the Shares covered by the Plan have been duly authorized and, when and to the extent issued in accordance with the terms of the Plan, will be legally and validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
Davis Polk & Wardwell LLP
