[S-8] Skillsoft Corp. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Form 144 filing: A security holder of Northern Trust Corp. (NTRS) intends to sell up to 23,559 common shares through Northern Trust Securities on or about 25 Jul 2025 on NASDAQ. The proposed sale carries an aggregate market value of $3.03 million and represents only ≈0.012 % of the 194.54 million shares outstanding, indicating limited dilution risk.

The shares derive from four prior vesting events: 3,447 shares (22 Jan 2018), 5,156 (20 Jan 2021), 5,015 (1 Mar 2022) and 9,941 (18 Jan 2023). The filer reports no other sales in the past three months. By signing, the seller affirms no undisclosed material adverse information and acknowledges potential criminal liability for false statements.

Insights

Securities Analyst

TL;DR: Small insider sale (0.012 % float, $3 M) appears routine; negligible fundamental impact on NTRS.

The planned disposition of 23,559 shares is modest relative to Northern Trust’s capitalization and daily trading volume, suggesting liquidity management rather than a signal on fundamentals. Absence of recent sales and the vesting-award origin support a routine diversification motive. Market impact should be minimal unless followed by larger sequential filings.

As filed with the U.S. Securities and Exchange Commission on July 25, 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

Skillsoft Corp.

(Exact name of registrant as specified in its charter)

Delaware	83-4388331
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

300 Innovative Way, Suite 2210

Nashua, NH 03062

(Address of principal executive offices) (Zip Code)

Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan

(Full title of the plan)

John Frederick

Chief Financial Officer

300 Innovative Way, Suite 2210

Nashua, NH 03062

(Name and address of agent for service)

(603) 324-3000

(Telephone number, including area code, of agent for service)

Copies to:

Carlyn Williams

Arnold & Porter Kaye Scholer LLP

1144 Fifteenth Street
Suite 3100
Denver, CO 80202-2848

(303) 836-1000

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

Pursuant to General Instruction E of Form S-8, Skillsoft Corp. (the “Registrant” or the “Company”) is filing this registration statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) for the purpose of registering an additional 200,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), reserved and available for issuance under the Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan, as amended by Amendment No. 1 thereto (as amended, the “Inducement Plan”).

The Shares are of the same class as the shares of Common Stock registered on the Registration Statement on Form S-8 filed with the SEC on May 20, 2024, File No. 333-279543 (the “Prior Registration Statement”). The Prior Registration Statement is incorporated by reference into this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein, or by any subsequently filed document that is incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended January 31, 2025 filed with the SEC on April 14, 2025;

(b) The Registrant’s Current Report on Form 8-K filed with the SEC on May 20, 2025;

(c) The Registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2025;

(d) The Registrant’s Current Report on Form 8-K filed with the SEC on July 18, 2025;

(e) The Registrant’s Quarterly Report on Form 10-Q filed with the SEC on June 9, 2025; and

(f) The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A (File No. 001-38960) filed June 26, 2019, pursuant to Section 12(b) of the Exchange Act, as updated by the description of the Registrant’s Common Stock in the Description of Securities filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2024, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares offered hereby have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with SEC rules shall not be deemed incorporated by reference into this Registration Statement, including any information furnished pursuant to Item 2.02 or Item 7.01 (or related exhibits) of Form 8-K. 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 that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier 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 8. Exhibits.

Exhibit Index

Exhibit Number		Description
4.1		Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 15, 2024)
4.2		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Skillsoft Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 24, 2023)
4.3		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Skillsoft Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2023)
4.4		Amended and Restated Bylaws of Skillsoft Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2021)
4.5		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrants’ Annual Report on Form 10-K filed with the SEC on April 14, 2023
5.1*		Opinion of Arnold & Porter Kaye Scholer LLP
10.1		Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 (File No. 333-279543) filed on May 20, 2024)
10.2*		Amendment No. 1 to Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan
10.3		Form of RSU Award Agreement under the 2024 Employment Inducement Incentive Award Plan (incorporated by reference to Exhibit 99.2 to the Company’s Form S-8 (File No. 333-279543) filed on May 20, 2024)
10.4		Form of PSU Award Agreement under the 2024 Employment Inducement Incentive Award Plan (FY25) (incorporated by reference to Exhibit 99.3 to the Company’s Form S-8 (File No. 333-279543) filed on May 20, 2024)
10.5*		Form of PSU Award Agreement under 2024 Employment Inducement Incentive Award Plan (FY26)
23.1*		Consent of Ernst & Young LLP
23.2*		Consent of Arnold & Porter Kaye Scholer LLP (included as part of Exhibit 5.1).
24.1*		Power of Attorney (included in signature pages 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 Boston, Massachusetts, on this twenty-fifth day of July, 2025. 

	SKILLSOFT CORP.
	By:	/s/ John W. Frederick
		John W. Frederick, Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Martin and John W. Frederick, and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Skillsoft Corp., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to 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 their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Ronald W. Hovsepian		Executive Chair, Chief Executive Officer and Director		July 25, 2025
Ronald W. Hovsepian		(Principal Executive Officer)
/s/ John W. Frederick		Chief Financial Officer		July 25, 2025
John W. Frederick		(Principal Financial Officer)
/s/ Keith Swiniarski		Vice President, Finance		July 25, 2025
Keith Swiniarski		(Principal Accounting Officer)
/s/ Fahd Beg		Director		July 25, 2025
Fahd Beg
/s/ Helena B. Foulkes		Director		July 25, 2025
Helena B. Foulkes
/s/ Jim Frankola		Director		July 25, 2025
Jim Frankola
/s/ Michael S. Klein		Director		July 25, 2025
Michael S. Klein
/s/ Karen G. Mills		Director		July 25, 2025
Karen G. Mills
/s/ Paul Peake		Director		July 25, 2025
Paul Peake
/s/ Peter Schmitt		Director		July 25, 2025
Peter Schmitt
/s/ Lawrence H. Summers		Director		July 25, 2025
Lawrence H. Summers

FAQ

How many Northern Trust (NTRS) shares are being sold under this Form 144?

The filer plans to sell 23,559 common shares.

What is the aggregate market value of the proposed NTRS share sale?

The filing lists an aggregate market value of $3,033,457.

When is the approximate sale date for the NTRS shares?

The filer targets 25 July 2025 for the transaction.

What percentage of Northern Trust’s shares outstanding does the sale represent?

Approximately 0.012 % of the 194.54 million shares outstanding.

How were the shares being sold originally acquired?

All shares came from vested stock awards granted and vested between 2018 and 2023.

Have there been any other NTRS sales by this filer in the past three months?

No. The form states "Nothing to Report" for prior three-month sales.