[S-8] Silvercrest Asset Management Group Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Silvercrest Asset Management Group has filed a Form S-8 registration statement to increase the authorized shares under its 2012 Equity Incentive Plan by 1.5 million shares, bringing the total to 4,237,500 shares from the previous 2,737,500.

Key details of the filing include:

• The company is registered as an accelerated filer and smaller reporting company
• The filing includes comprehensive indemnification provisions for directors and officers
• The registration incorporates by reference several documents including the Annual Report for FY2024 and Quarterly Report for Q1 2025
• The plan amendment suggests a significant expansion of equity-based compensation capacity

The filing was signed by CEO Richard R. Hough III and CFO Scott A. Gerard, along with other board members. The registration includes standard undertakings regarding post-effective amendments and Securities Act compliance. Legal counsel is provided by Alston & Bird LLP.

Positive

• Company increased equity incentive plan capacity by 1.5M shares (55% increase from 2.7M to 4.2M shares), enhancing ability to attract and retain talent
• Strong corporate governance demonstrated through comprehensive director/officer liability protections and insurance coverage

Negative

• Potential dilution for existing shareholders with 1.5M additional shares (significant increase to equity incentive pool)

As filed with the Securities and Exchange Commission on June 25, 2025

File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Silvercrest Asset Management Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-514560
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1330 Avenue of the Americas, 38th Floor New York, New York (Address of Principal Executive Offices)	10019 (Zip Code)

Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan, as Amended

(Full title of the plan)

______________________

Scott A. Gerard

Chief Financial Officer

Silvercrest Asset Management Group Inc.1330 Avenue of the Americas, 38th Floor

New York, New York 10019

(212) 649-0600

(Name, address, and telephone number, including area code, of agent for service)

Copy to:

Michael L. Stevens, Esq.

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, Georgia 30309

(404) 881-7000

_____________

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. 

EXPLANATORY NOTE

Silvercrest Asset Management Group, Inc. (the “Company” or the “Registrant”) has filed this Registration Statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), to increase the authorized number of shares of the Company’s common stock, par value $0.01 per share, that may be issued under the Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan, as amended (the “Plan”) by 1,500,000 shares, from 2,737,500 shares to 4,237,500, plus any such additional shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

(a) The documents constituting Part I of this Registration Statement will be delivered to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

(b) Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to participants pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to the Company’s Secretary at telephone number (212) 649-0600 or the address on the cover of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof (excluding any portions of such documents that are deemed to be “furnished” but not “filed” for purposes of the Exchange Act):

•The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 6, 2025;

•The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 8, 2025;

•The Company’s Current Reports on Form 8-K, filed with the Commission on January 29, 2025, February 28, 2025, April 10, 2025, May 2, 2025, May 23, 2025 and June 4, 2025;

•The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-35733) filed with the Commission on June 26, 2013, under Section 12(b) of the Exchange Act, and as amended in the Description of the Company’s Capital Stock contained in Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on March 5, 2020, and any amendment or report filed with the Commission for the purpose of updating such description;

•All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2024 (excluding any portions of such documents that are deemed to be “furnished” but not “filed” for purposes of the Exchange Act); and

•All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.

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 herein or in any other subsequently filed document which also is incorporated or 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.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

We have adopted provisions in our Second Amended and Restated Certificate of Incorporation that limit the liability of our directors for monetary damages for breach of their fiduciary duties, except for liability that cannot be eliminated under the Delaware General Corporation Law (“DGCL”). Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following:

	•	any breach of their duty of loyalty to the corporation or the stockholder;
	•	acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
	•	unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
	•	any transaction from which the director derived an improper personal benefit.

This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our Second Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws (“Bylaws”) also provide that we will indemnify our directors and executive officers and may indemnify our other officers and employees and other agents to the fullest extent permitted by law. We believe that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. Our Bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether our Bylaws would permit indemnification. We have secured such insurance.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
4.1	Second Amended and Restated Certificate of Incorporation of Silvercrest Asset Management Group Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
4.2	Amended and Restated Bylaws of Silvercrest Asset Management Group Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed April 19, 2013).
5.1	Opinion of Alston & Bird LLP.
23.1	Consent of Alston & Bird LLP (included in Exhibit 5.1).
23.2	Consent of Deloitte & Touche LLP.
24.1	Power of Attorney (included on signature page of this Registration Statement).
99.1	Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-188005) filed on April 19, 2013).
99.2	Amendment to the Silvercrest Asset Management Group Inc. 2012 Equity Incentive Plan.
107.1	Filing Fee Table.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if this Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities

offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 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 New York, State of New York, on this 25th day of June, 2025.

Silvercrest Asset Management Group Inc.

By: /s/ Scott A. Gerard_______________

Scott A. Gerard

Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Richard R. Hough III and Scott A. Gerard as true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments (including post-effective amendments) 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, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may 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 dates indicated.

Signature	Title	Date
/s/ Richard R. Hough III Richard R. Hough III	Chairman, Director, and Chief Executive Officer (Principal Executive Officer)	June 25, 2025
/s/ Scott A. Gerard Scott A. Gerard	Chief Financial Officer (Principal Financial and Accounting Officer)	June 25, 2025
/s/ J. Allen Gray J. Allen Gray	Managing Director - Institutional Business, and Director	June 25, 2025
/s/ Richard J. Burns Richard J. Burns	Director	June 25, 2025
/s/ Brian D. Dunn Brian D. Dunn	Director	June 25, 2025
/s/ Darla M. Romfo Darla M. Romfo	Director	June 25, 2025

FAQ

How many additional shares did SAMG add to its 2012 Equity Incentive Plan in June 2025?

SAMG increased the authorized shares under its 2012 Equity Incentive Plan by 1,500,000 shares, bringing the total from 2,737,500 to 4,237,500 shares. This increase was registered through an S-8 filing on June 25, 2025.

Who are the key executives that signed SAMG's June 2025 S-8 registration?

The key executives who signed the S-8 registration were Richard R. Hough III (Chairman, Director, and Chief Executive Officer) and Scott A. Gerard (Chief Financial Officer). The filing was executed on June 25, 2025.

What is SAMG's corporate structure and headquarters location?

SAMG is incorporated in Delaware (Delaware Corporation) with its headquarters located at 1330 Avenue of the Americas, 38th Floor, New York, New York 10019. The company's IRS Employer Identification Number is 45-514560.

What type of filer is SAMG according to the June 2025 S-8 filing?

According to the filing's checkboxes, SAMG is an accelerated filer and a smaller reporting company. The company is not classified as a large accelerated filer, non-accelerated filer, or emerging growth company.

What indemnification protections does SAMG provide for its directors and officers?

SAMG provides comprehensive indemnification for directors and officers, covering at least negligence and gross negligence. The company's bylaws allow indemnification to the fullest extent permitted by law and includes insurance coverage for officers, directors, employees, or other agents for any liability arising from their actions in these capacities.