[S-8] Luminar Technologies, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

On 28 Jul 2025, Luminar Technologies, Inc. (NASDAQ: LAZR) filed a Form S-8 to register 2,500,000 additional Class A shares for issuance under its Amended & Restated 2020 Equity Incentive Plan. The increase, approved at the 3 Jul 2025 annual shareholder meeting, is intended for employee equity compensation. The filing incorporates all prior S-8 registrations for the plan (2021-2025).

The company is classified as a non-accelerated filer and smaller reporting company. No financial statements or proceeds data are required in this context; the registration is an administrative action that may result in future dilution if all shares are issued.

Positive

• None.

Negative

• Potential dilution: Issuing up to 2.5 million new shares could marginally dilute existing shareholders over time.

Insights

Financial Analyst

TL;DR: Routine S-8 registering 2.5 M shares for employee plan; neutral, minor dilution risk.

The filing simply expands Luminar’s share reserve for its 2020 Equity Incentive Plan. Such moves are standard for growth companies that rely on stock-based compensation to attract and retain talent. Because no capital is raised and the shares are issued over time, immediate market impact is limited. However, investors should monitor cumulative issuances, as additional shares can incrementally dilute existing holdings. The absence of financial data, material transactions, or changes in guidance makes the event operational rather than strategic.

As filed with the Securities and Exchange Commission on July 28, 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

LUMINAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware			83-1804317
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

(Address of Principal Executive Offices) (Zip Code)

Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan

(Full title of the plan)

Paul Ricci

Chief Executive Officer

2603 Discovery Drive, Suite 100

Orlando, Florida 32826

Telephone: (800) 532-2417

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Daniel S. Kim, Esq. Mitchell Zuklie, Esq. William L. Hughes, Esq. Orrick, Herrington & Sutcliffe LLP 631 Wilshire Boulevard Santa Monica, California 90401 Tel: (301) 633-2800 Alexander Fishkin, Esq. Chief Legal Officer 2603 Discovery Drive, Suite 100 Orlando, Florida 32826 Telephone: (800) 532-2417

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.   

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Luminar Technologies, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an increase of 2,500,000 shares of Class A common stock to the employee share pool for potential issuance as part of the Registrant’s ordinary course of business, as approved at the 2025 Annual Meeting of Stockholders on July 3, 2025. The Registrant previously registered shares of its Class A common stock for issuance under the Plan on February 26, 2021 (Registration No. 333-253658), June 22, 2022 (Registration No. 333-265752), June 9, 2023 (Registration No. 333-272577), June 7, 2024 (Registration No. 333-280049) and April 1, 2025 (Registration No. 333-286311). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements referenced above.

Item 8.     Exhibits.

The following documents are filed as exhibits to this Registration Statement.

Incorporated by Reference

Exhibit Number

Description of Exhibit

Form

File No.

Exhibit/Appendix

Filing Date

Filed Herewith

5.1

Opinion of Orrick, Herrington & Sutcliffe LLP.

X

23.1

Consent of Independent Registered Public Accounting Firm.

X

23.2

Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).

X

24.1

Power of Attorney (included in the signature page to this Registration Statement).

X

99.1

Amended and Restated 2020 Equity Incentive Plan.

DEF 14A

001-38791

A

6/6/2025

107

Filing Fee Table.

X

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 Orlando, Florida, on July 28, 2025.

			LUMINAR TECHNOLOGIES, INC.
			By:						/s/ Thomas J. Fennimore
									Thomas J. Fennimore
									Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Paul Ricci, Alexander Fishkin and Thomas J. Fennimore, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (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 Commission, granting unto 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 connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:

Signature

Title

Date

/s/ Paul Ricci

Chief Executive Officer, Director

July 28, 2025

Paul Ricci

(Principal Executive Officer)

/s/ Thomas J. Fennimore

Chief Financial Officer

July 28, 2025

Thomas J. Fennimore

(Principal Financial and Accounting Officer)

/s/ Alec E. Gores

Director

July 28, 2025

Alec E. Gores

/s/ Mary Lou Jepsen, PhD

Director

July 28, 2025

Mary Lou Jepsen, PhD

/s/ Shaun Maguire, PhD

Director

July 28, 2025

Shaun Maguire, PhD

/s/ Katharine A. Martin

Director

July 28, 2025

Katharine A. Martin

Director

Austin Russell

/s/ Dominick Schiano

Director

July 28, 2025

Dominick Schiano

/s/ Matthew J. Simoncini

Director

July 28, 2025

Matthew J. Simoncini

/s/ Daniel D. Tempesta

Director

July 28, 2025

Daniel D. Tempesta

FAQ

How many additional shares did Luminar (LAZR) register in the new S-8?

The filing registers 2,500,000 Class A shares for the company’s 2020 Equity Incentive Plan.

When was the share increase approved by shareholders?

Shareholders approved the increase at the July 3, 2025 Annual Meeting.

Why did Luminar file Form S-8?

Form S-8 is used to register securities offered to employees; Luminar filed to add shares to its equity plan.

Does the S-8 filing include Luminar’s earnings or guidance?

No. Form S-8 is an administrative registration and does not contain financial results.

What is Luminar’s filer status according to the document?

The company identifies as a non-accelerated filer and smaller reporting company.

Will the additional shares dilute existing shareholders?

If all 2.5 million shares are issued, holders could experience incremental dilution.