As filed with the Securities and Exchange Commission on April 23, 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
| GLOBANT S.A. | |
| (Exact name of registrant as specified in its charter) | |
| Grand Duchy of Luxembourg | Not Applicable |
| (State or other
jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 37A, Avenue J.F. Kennedy L-1855, Luxembourg Grand Duchy of Luxembourg | |
| (Address, including zip code, of Principal Executive Offices) | |
| GLOBANT S.A. 2024 EQUITY INCENTIVE PLAN | |
| (Full title of the plan) | |
| Globant, LLC 875 Howard Street, Suite 320 San Francisco, CA 94103 Attn.: Luciano Grando (786) 841-1898 |
Christopher C. Paci Stephen P. Alicanti DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020-1104 (212) 335-4500 |
| (Name, address,
telephone number, including area code, of agent for service) |
(Copies to) |
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 x | 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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) relates to the registration of an additional 2,000,000 common shares, nominal value $1.20 per share (the “Common Shares”), of Globant S.A. (the “Registrant”). The Common Shares are securities of the same class and relate to the same employee benefit plan, the Globant S.A. 2024 Equity Incentive Plan, as amended, as those registered pursuant to the Registrant’s Registration Statement on Form S-8 (File No. 333-281049), filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 26, 2024 (the “Prior Registration Statement”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, except that provisions contained in Part II of such Prior Registration Statement are modified as set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents which have been filed by the Registrant with the Commission are incorporated herein by reference:
(b) Reports of Foreign Private Issuer on Form 6-K furnished to the Commission on February 26, 2026 (only with respect to the unaudited consolidated statements of comprehensive income, unaudited consolidated statements of financial position, unaudited selected cash flow data, unaudited supplemental non-IFRS financial information and unaudited schedule of supplemental information contained in the press release attached as Exhibit 99.1) and March 27, 2026; and
(c) The description of the Common Shares contained in the Registration Statement on Form 8-A (File No. 001-36535), filed with the Commission on July 11, 2014, including all amendments and reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the initial filing date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any subsequently filed document that also is deemed to be incorporated by reference in this Registration Statement, modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Buenos Aires, Argentina, on April 23, 2026.
| GLOBANT S.A. | ||
| By: | /s/ Juan Ignacio Urthiague | |
| Juan Ignacio Urthiague | ||
| Chief Financial Officer | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Martín Migoya, Martín Gonzalo Umaran and Juan Ignacio Urthiague as his or her true and lawful 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 sign any and all amendments including post-effective amendments to this Registration Statement on Form S-8 (including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Martín Migoya | Chairman of the Board and | April 23, 2026 | ||
| Martín Migoya | Chief Executive Officer (Principal Executive Officer) |
|||
| /s/ Juan Ignacio Urthiague | Chief Financial Officer | April 23, 2026 | ||
| Juan Ignacio Urthiague | (Principal Financial Officer) | |||
| /s/ Yanina Maria Conti | Chief Accounting Officer | April 23, 2026 | ||
| Yanina Maria Conti | (Principal Accounting Officer) | |||
| /s/ Martín Gonzalo Umaran | Director and Chief Corporate Development Officer | April 23, 2026 | ||
| Martin Gonzalo Umaran | and President for EMEA | |||
| /s/ Guibert Andrés Englebienne | Director and President of Globant X and Globant | April 23, 2026 | ||
| Guibert Andrés Englebienne | Ventures – President for Latin America | |||
| /s/ Francisco Álvarez-Demalde | Director | April 23, 2026 | ||
| Francisco Álvarez-Demalde | ||||
| /s/ Linda Rottenberg | Director and Lead Independent Director | April 23, 2026 | ||
| Linda Rottenberg | ||||
| /s/ Maria Pinelli | Director | April 23, 2026 | ||
| Maria Pinelli | ||||
| /s/ Andrea Mayumi Petroni Merhy | Director | April 23, 2026 | ||
| Andrea Mayumi Petroni Merhy | ||||
| /s/ Andrew McLaughlin | Director | April 23, 2026 | ||
| Andrew McLaughlin | ||||
| /s/ Alejandro Nicolás Aguzin | Director | April 23, 2026 | ||
| Alejandro Nicolás Aguzin |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement in the City of New York, State of New York, on April 23, 2026.
| /s/ Luciano Grando | ||
| Name: | Luciano Grando | |
| Title: | Authorized Representative in the United States |
| 2 |
Exhibit 5.1
| To the Board of Directors | |
| of Globant S.A. | |
| 37A, avenue J.F. Kennedy, | |
| L-1855 Luxembourg | |
| Grand Duchy of Luxembourg | |
| Luxembourg, 23 April 2026 | |
| Your ref.: / | |
| Our ref.: 017966-70016/# 45505717 | |
| serge.zeien@arendt.com | |
| Tel.: +352 40 78 78 3108 |
GLOBANT S.A. – S-8 Registration Statement – Validity of Shares
Dear Madam,
Dear Sir,
We are acting as Luxembourg counsel for Globant S.A., a société anonyme, having its registered office at 37A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under number B 173727 (the “Company”), in connection with the Company’s filing of a registration statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Registration Statement”) relating to the registration of additional two million (2,000,000) common shares of the Company, with a nominal value of $1.20 per share (the “Additional 2024 Plan Shares”) to be issued or delivered under the Globant 2024 Equity Incentive Plan (the “Globant 2024 Equity Incentive Plan”).
| 1. | Scope |
In arriving to the opinions expressed below, we have examined and relied on the documents identified in Appendix A hereto as well as on such corporate records as have been disclosed to us and such certifications made to us, which we deemed necessary and appropriate as a basis for the opinions hereinafter expressed.
| 2. | Assumptions |
We have assumed for the purposes hereof that the Company will at all times continue to have a sufficient authorized unissued share capital and sufficient authorized unissued common shares with the relevant waivers in force, and that the Company will at all times have sufficient available reserves, to issue the common shares to be issued under the Globant 2024 Equity Incentive Plan all or partially, as the case may be, by way of incorporation of available reserves into the issued share capital. We further assume that the board of directors of the Company, or its duly authorized delegates, will duly pass the relevant resolutions for the issue of the Additional 2024 Plan Shares (including all or partially, as the case may be, by way of incorporation of available reserves into the issued share capital), in accordance with the Restated Articles of Association (as defined below), the terms of the Globant 2024 Equity Incentive Plan, the Resolutions (as defined below) and applicable law.
1
For the purposes of the present opinion we have further assumed (i) the genuineness of all signatures, seals and stamps and that all documents reviewed are duly signed by the persons purported to have signed them; (ii) the completeness and conformity to originals of all documents supplied to us as certified, photostatic, scanned, electronically transmitted copies or other copies of the documents reviewed and the authenticity of the originals of such documents and the conformity to originals of the latest drafts reviewed by us; (iii) that each of the documents is true, complete, up-to-date and has not been rescinded or supplemented and there have been no amendments to the documents in the form delivered to us for the purposes of this opinion; (iv) that there is no other resolutions, decisions, agreement or undertaking and no other arrangement (whether legally binding or not) which renders any of the documents or information reviewed or provided to us inaccurate, incomplete or misleading or which affects the conclusions stated in this opinion and that the documents reviewed accurately record the whole of the terms agreed between the parties thereto relevant to this opinion; (v) that no proceedings have been instituted or injunction granted against the Company to restrain it from performing any of its obligations under the Globant 2024 Equity Incentive Plan and/or issue the Additional 2024 Plan Shares; (vi) that the terms used in the documents reviewed carry the meaning ascribed to them in vernacular English; (vii) that the terms governing the Globant 2024 Equity Incentive Plan are legal, valid and binding under their respective applicable laws; (viii) that the corporate bodies of the Company have approved the terms of the Globant 2024 Equity Incentive Plan, pursuant to which the Additional 2024 Plan Shares will be issued, in accordance with applicable laws and that each resolution of the board of directors of the Company was properly adopted as reflected in the Resolutions; the Resolutions were properly passed and each director has properly performed its duties; (ix) that upon issue of any Additional 2024 Plan Shares the Company will receive payment in cash of an issue price at least equal to the nominal value thereof; (x) that the Additional 2024 Plan Shares will be issued within the limits of the authorized share capital of the Company; (xi) that there will be no amendments to the authorized share capital of the Company which would adversely affect the issue of the Additional 2024 Plan Shares and the conclusions stated in this opinion; (xii) that the head office (administration centrale), the place of effective management (siège de direction effective), and, for the purposes of the regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), the center of main interests (centre des intérêts principaux) of the Company are located at the place of its registered office (siège statutaire) in Luxembourg; and (xiii) that during the search made on the date hereof on the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg), the information published with respect to the Company was complete, up-to-date and accurate at the time of such search and has not been modified since such search.
We express no opinion as to any laws other than the laws of the Grand Duchy of Luxembourg and this opinion is to be construed under Luxembourg law and is subject to the exclusive jurisdiction of the courts of Luxembourg.
The opinions expressed herein are subject to all limitations by reason of : the commencement of any insolvency proceedings such as administrative dissolution without liquidation (dissolution administrative sans liquidation), bankruptcy (faillite), insolvency, winding-up, liquidation, moratorium, suspension of payment (sursis de paiement), conciliation (conciliation), reorganisation procedure in the form of a mutual agreement (réorganisation par accord amiable), judicial reorganisation proceedings in the form of a mutual agreement (réorganisation judiciaire par accord amiable), a collective agreement (réorganisation judiciaire par accord collectif) or a transfer by court order (réorganisation judiciaire par transfert par décision de justice), fraudulent conveyance, general settlement with creditors, reorganisation or similar measures, orders or proceedings affecting the rights of creditors generally.
| 3. | Opinion |
Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Additional 2024 Plan Shares, once duly subscribed, fully paid and issued under the authorized share capital and in accordance with the Restated Articles of Association, the Resolutions, and the Globant 2024 Equity Incentive Plan, will be validly issued, fully paid and non-assessable (within the meaning that the holder of such shares shall not be liable, solely because of his or her or its shareholder status, for additional payments to the Company or the Company’s creditors).
| 4. | Qualifications |
This opinion speaks as of the date hereof and is subject to all limitations by reason of: the commencement of any insolvency proceedings such as administrative dissolution without liquidation (dissolution administrative sans liquidation), bankruptcy (faillite), insolvency, winding-up, liquidation, moratorium, suspension of payment (sursis de paiement), conciliation (conciliation), reorganisation procedure in the form of a mutual agreement (réorganisation par accord amiable), judicial reorganisation proceedings in the form of a mutual agreement (réorganisation judiciaire par accord amiable), a collective agreement (réorganisation judiciaire par accord collectif) or a transfer by court order (réorganisation judiciaire par transfert par décision de justice), fraudulent conveyance, general settlement with creditors, reorganisation or similar measures, orders or proceedings affecting the rights of creditors generally. No obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof which may affect the opinion in any respect.
2
This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Additional 2024 Plan Shares by the Company. It may not be used, circulated, quoted, referred to or relied upon for any other purpose without our written consent in each instance. We hereby consent to filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended.
This opinion is issued by and signed on behalf of Arendt & Medernach SA, admitted to practice in the Grand-Duchy of Luxembourg and registered on the list V of lawyers of the Luxembourg bar association.
Yours faithfully,
By and on behalf of Arendt & Medernach SA
/s/ Serge Zeien
Partner
3
APPENDIX A – DOCUMENTS
| 1. | A copy of the updated articles of association of the Company as at 20 February 2026 (the “Restated Articles of Association”). |
| 2. | A scanned copy of the signed written resolutions of the board of directors of the Company dated 2 July 2024 approving, among others, the 2024 Equity Incentive Plan (the “Resolutions 1”). |
| 3. | A scanned copy of the signed written resolutions of the board of directors of the Company held on 13 April 2026 approving, among others, the amendment of the Globant 2024 Equity Incentive Plan in order to increase the number of common shares available under that plan by a total of two million (2,000,000) additional common shares and delegating power to the chairman of the board of directors and Chief executive Officer of the Company, the Chief Financial Officer of the Company and the General Counsel of the Company regarding the filing of the Registration Statement (“Resolutions 2”, and together with the Resolutions 1, the “Resolutions”). |
| 4. | A scanned copy of the signed Globant 2024 Equity Incentive Plan dated 2 July 2024. |
| 5. | A scanned copy of the signed amendment N°1 to the Globant 2024 Equity Incentive Plan dated 14 April 2026. |
| 6. | A certificate of non-registration of a judicial decision or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) dated 23 April 2026 and issued in electronic form by the Luxembourg Insolvency Register in respect of the Company. |
| 7. | An excerpt dated 23 April 2026 in respect of the Company issued by the Luxembourg Trade and Companies’ Register. |
4
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Globant S.A. of our report dated February 27, 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Globant S.A.’s Annual Report on Form 20-F for the year ended December 31, 2025.
| /s/ PRICE WATERHOUSE & CO. S.R.L. | |
| /s/ Alejandro Javier Rosa (Partner) | |
| Autonomous City of Buenos Aires, Argentina | |
| April 23, 2026 |
Exhibit 99.2
Amendment No. 1 to the
Globant S.A.
2024 Equity Incentive Plan
April 14, 2026
RECITALS
A. By a decision dated July 2, 2024, the board of directors (the “Board”) of Globant S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 37A, avenue J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg trade and companies register under number B 173727 (the “Company”), adopted the Company’s 2024 Equity Incentive Plan (the “Plan”).
B. Pursuant to Section 4 of the Plan, the total number of common shares, par value $1.20 per share of the Company (“Common Shares”), available for grant under the Plan was 2,000,000.
C. Pursuant to Section 7(g) of the Plan, the Board is authorized to amend the Plan at any time.
D. On April 13, 2026 the Board resolved to approve this Amendment Nº 1 to the Plan to increase the total number of Common Shares available for grant under the Plan by an additional amount of 2,000,000 Common Shares, from 2,000,000 to 4,000,000 Common Shares (this “Amendment”).
AMENDMENT
1. Section 4 of the Plan is hereby deleted in its entirety and replaced with the following:
“Subject to adjustments as provided in this Sections 4 and Section 7(d) of the Plan, the Common Shares that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 4,000,000 shares. Subject to the provisions of the law, the Company shall maintain an authorized capital comprising such number of shares for Awards under the Plan, subject to adjustments as provided in this Section 4 and Section 7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable, is settled in cash without delivery of Common Shares, or is forfeited or otherwise terminated or canceled as to any shares, the shares subject to such Award shall thereafter be available for further Awards under the Plan. Notwithstanding anything herein to the contrary, shares used to pay the exercise price of an Award or tax obligations shall not be available again for other Awards under the Plan.”
2. Except as set forth in this Amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.
In Witness Whereof, the undersigned has caused this Amendment to be executed as of the date first set forth above.
| By: | /s/ Pablo Rojo | |
| Name: | Pablo Rojo | |
| Title: | General Counsel | |
| Date: | April 14, 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 | Common shares, nominal value $1.20 per share | Other | 2,000,000 | $ 49.07 | $ 98,140,000.00 | 0.0001381 | $ 13,553.13 |
|
Total Offering Amounts: |
$ 98,140,000.00 |
$ 13,553.13 |
||||||
|
Total Fee Offsets: |
$ 0.00 |
|||||||
|
Net Fee Due: |
$ 13,553.13 |
|||||||
|
Offering Note |
|
1 |
(a) Pursuant to General Instruction E of Form S-8, the registration fee is calculated with respect to the 2,000,000 additional common shares, nominal value $1.20 per share (the "Common Shares"), of Globant S.A. (the "Registrant") being registered on this Registration Statement on Form S-8 (this "Registration Statement") which may be offered or sold under the Globant S.A. 2024 Equity Incentive Plan, as amended (the "2024 Plan"). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional Common Shares that become issuable under the 2024 Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected which results in an increase in the number of the Registrant's outstanding Common Shares. (b) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. For shares registered with respect to future awards to be granted under the 2024 Plan, the proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of the Common Shares reported on the New York Stock Exchange on April 22, 2026. | ||||||
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| 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 | |||||||||||||
| Fee Offset Sources | |||||||||||||