As filed with
the Securities and Exchange Commission on October 24, 2025
Registration No.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COASTAL FINANCIAL
CORPORATION
(Exact name of
registrant as specified in charter)
| Washington |
|
56-2392007 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
| |
|
|
5415 Evergreen
Way
Everett, Washington
98203
(425) 257-9000
(Address, including
zip code, and telephone number, including area code, of registrant’s principal executive offices)
Coastal Financial
Corporation 2018 Omnibus Incentive Plan, as amended
(Full title of
the plan)
Eric M. Sprink
Chief Executive
Officer
Coastal Financial
Corporation
5415 Evergreen
Way
Everett, Washington
98203
(425) 257-9000
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Brandon
J. Soto
Executive
Vice President and Chief Financial Officer
Coastal
Financial Corporation
5415
Evergreen Way
Everett,
Washington 98203
(425)
257-9000 |
|
Michael
P. Reed
Brian
V. Breheny
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
395
9th Avenue
New York, NY 10001
(212) 735-3443 |
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 |
o |
| |
Emerging growth
company |
o |
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. x
EXPLANATORY
NOTE
This Registration
Statement on Form S-8 (the “Registration Statement”) is filed by Coastal Financial Corporation (“Coastal”
or the “Company”) for the purpose of registering additional shares of common stock, no par value per share (the “Common
Stock”), under the Coastal Financial Corporation 2018 Omnibus Incentive Plan, as amended by the First Amendment and the
Second Amendment thereto (the “Incentive Plan”).
On March
25, 2025, the board of directors of Coastal approved the Second Amendment, which amends the Coastal Financial Corporation 2018
Omnibus Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 1,100,000 to 1,700,000,
which was approved by the shareholders of Coastal on May 28, 2025. The Second Amendment is incorporated by reference as Exhibit
4.3 to this Registration Statement. Of the 1,700,000 shares of Common Stock authorized by the Incentive Plan, 500,000 were registered
pursuant to Coastal’s Registration Statement on Form S-8 (File No. 333-226318), which was filed on July 24, 2018 (the “Original
Registration Statement”) and 600,000 were registered pursuant to Coastal’s Registration Statement on Form S-8 (File
No. 333-256646), which was filed on May 28, 2021 (the “Second Registration Statement,” collectively the “Registration
Statements”). Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, the contents of
the Registration Statements, including any amendments thereto or filings incorporated therein by reference, are incorporated herein
by reference and made part of this Registration Statement. Any items in the Registration Statements not expressly changed hereby
shall be as set forth in the Registration Statements.
PART
II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| |
Item 3. |
Incorporation of
Documents by Reference. |
The following
documents filed by Coastal with the Securities and Exchange Commission (“SEC”) are incorporated herein by reference:
| |
(a) |
Coastal’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2024, filed on March 17, 2025; |
| |
(b) |
Coastal’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed on May 9, 2025, and Coastal’s Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2025, filed on August 8, 2025; |
| |
(c) |
Coastal’s Current Reports on Form
8-K, filed on March 17, 2025, May 7, 2025, May 30, 2025, June 3, 2025, June 4, 2025, September 10, 2025, September 22, 2025
(excluding Item 7.01 and Exhibit 99.1 thereto) and October 2, 2025; and |
| |
(d) |
The description of Coastal’s Common
Stock contained in Coastal’s Registration Statement on Form S-3 filed on April 13, 2021, set forth under the heading
“Description of Common Stock,” as updated and amended from time to time. |
All reports and
other documents subsequently filed by Coastal pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (other than Current Reports on Form 8-K furnished pursuant to Items 2.02 or 7.01 of such form), prior to the
filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also
is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Articles of Incorporation of Coastal Financial Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 Registration Statement (File No. 333-225715), filed with the SEC on June 19, 2018). |
| |
|
|
| 3.2 |
|
Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Coastal Financial Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 Registration Statement (File No. 333-225715), filed with the SEC on June 19, 2018). |
| |
|
|
| 3.3 |
|
Second Amended and Restated Bylaws of Coastal Financial Corporation (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-38589), filed with the SEC on April 17, 2025). |
| |
|
|
| 4.1 |
|
Form of Common Stock Certificate of Coastal Financial Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 Registration Statement (File No. 333-225715), filed with the SEC on June 19, 2018). |
| |
|
|
| 4.2 |
|
Coastal Financial Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 Registration Statement (File No. 333-225715), filed with the SEC on June 19, 2018). |
| |
|
|
| 4.3 |
|
First Amendment to the Coastal Financial Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-38589), filed with the SEC on April 9, 2021). |
| |
|
|
| 4.3 |
|
Second Amendment to the Coastal Financial Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-38589), filed with the SEC on April 17, 2025). |
| |
|
|
| 5.1* |
|
Opinion of Adams & Duncan, Inc., P.S. |
| |
|
|
| 23.1* |
|
Consent of Adams &
Duncan, Inc., P.S. (included in Exhibit 5.1). |
| |
|
|
| 23.2* |
|
Consent of Baker Tilly LLP. |
| |
|
|
| 24.1* |
|
Power of Attorney (included on the signature page of this Registration Statement). |
| |
|
|
| 107* |
|
Filing Fee Table. |
| |
|
|
* Filed herewith.
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 the City of Everett, State of Washington, on October 24, 2025.
| |
COASTAL
FINANCIAL CORPORATION |
| |
|
|
| |
By: |
/s/
Eric M. Sprink |
| |
|
Eric M. Sprink |
| |
|
Chief Executive Officer |
POWER
OF ATTORNEY
We, the undersigned
directors and officers of Coastal Financial Corporation (the “Registrant”) hereby severally constitute and appoint
Eric M. Sprink and Brandon J. Soto with full power of substitution, our true and lawful attorneys-in-fact and agents, to do any
and all things in our names in the capacities indicated below which said Eric M. Sprink and Brandon J. Soto may deem necessary
or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements
of the Securities and Exchange Commission, in connection with the registration statement on Form S-8 of the Registrant, including
specifically but not limited to, power and authority to sign for us in our names in the capacities indicated below, the registration
statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that
said Eric M. Sprink and Brandon J. Soto shall 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 by the following persons in the
capacities and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Eric M. Sprink |
|
Chief
Executive Officer and Director |
|
October
24, 2025 |
| Eric M. Sprink |
|
(Principal
Executive Officer and Director) |
|
|
| |
|
|
|
|
| /s/
Brian Hamilton |
|
CCBX
President and Director |
|
October
24, 2025 |
| Brian Hamilton |
|
|
|
|
| |
|
|
|
|
| /s/
Brandon J. Soto |
|
Executive
Vice President and Chief Financial Officer |
|
October
24, 2025 |
| Brandon J. Soto |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Christopher D. Adams |
|
Chairman
of the Board |
|
October
24, 2025 |
| Christopher D. Adams |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| /s/
Steven D. Hovde |
|
Vice
Chairman of the Board |
|
October
24, 2025 |
| Steven D. Hovde |
|
|
|
|
| |
|
|
|
|
| /s/
Sadhana Akella-Mishra |
|
Director |
|
October
24, 2025 |
| Sadhana Akella-Mishra |
|
|
|
|
| |
|
|
|
|
| /s/
Rilla Delorier |
|
Director |
|
October
24, 2025 |
| Rilla Delorier |
|
|
|
|
| |
|
|
|
|
| /s/
Stephan Klee |
|
Director |
|
October
24, 2025 |
| Stephan Klee |
|
|
|
|
| |
|
|
|
|
| /s/
Thomas D. Lane |
|
Director |
|
October
24, 2025 |
| Thomas D. Lane |
|
|
|
|
| |
|
|
|
|
| /s/
Gregory A. Tisdel |
|
Director |
|
October
24, 2025 |
| Gregory A. Tisdel |
|
|
|
|
| |
|
|
|
|
| /s/
Pamela Unger |
|
Director |
|
October
24, 2025 |
| Pamela Unger |
|
|
|
|
| |
|
|
|
|
| /s/
Michael Patterson |
|
Director |
|
October
24, 2025 |
| Michael Patterson |
|
|
|
|
