[S-8] Atlassian Corporation Employee Benefit Plan Registration

Rhea-AI Filing Summary

Atlassian Corporation (TEAM) filed an S-8 registration for its employee benefit plan that incorporates prior Form S-8 filings and specified Exchange Act reports by reference. The filing incorporates Form S-8 registration statements filed on December 10, 2015; November 3, 2016; November 3, 2017; November 2, 2018; August 19, 2022; August 18, 2023; and August 14, 2024. It also incorporates the Annual Report for the fiscal year ended June 30, 2025 filed August 15, 2025, a Current Report filed August 7, 2025 (solely Item 5.02), and the description of Class A Common Stock originally filed October 3, 2022, together with an Exhibit to the Annual Report for fiscal 2024 filed August 16, 2024. The statement clarifies that subsequently filed Exchange Act reports will be incorporated by reference and notes that furnished-but-not-filed items are excluded.

Positive

• Consolidates prior Form S-8 filings by reference, maintaining continuity for the employee benefit plan registration
• Specifies incorporation of the Annual Report for fiscal year ended June 30, 2025 and a recent Current Report (solely Item 5.02), which updates the registration record

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine securities registration; no new financial figures or material corporate actions disclosed.

The registration statement is procedural, updating and consolidating prior Form S-8 filings and specifying which Exchange Act reports are incorporated by reference, including the Annual Report for fiscal 2025 and a recent Current Report limited to Item 5.02. There are no financial results, issuances, or changes to capital structure contained in this text. For investors, this filing primarily ensures legal effectiveness for issuing shares under employee benefit plans rather than communicating operational or financial developments.

Corporate Governance Expert

TL;DR: Governance housekeeping to preserve incorporation-by-reference framework for employee equity issuances.

The S-8 clarifies incorporation mechanics by listing prior registration statements and Exchange Act filings that form part of the registration record, and it explicitly excludes furnished-but-not-filed items. This preserves a clean disclosure trail for employee benefit plan share issuances and limits ambiguity about what documents form the disclosure corpus. No governance changes, officer transactions, or material amendments are disclosed here.

As filed with the U.S. Securities and Exchange Commission on August 15, 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

__________________________________________________________

Atlassian Corporation

(Exact name of registrant as specified in its charter)

________________________________________________________________

Delaware						88-3940934
(State or other jurisdiction of incorporation)						(IRS Employer Identification No.)

350 Bush Street, Floor 13

San Francisco, California 94104

(Address of Principal Executive Offices, including Zip Code)

______________________________________________________________

Amended and Restated 2015 Share Incentive Plan

(Full title of the plan)

______________________________________________________________

Grant Reid

Deputy General Counsel

Atlassian Corporation

350 Bush Street, Floor 13

San Francisco, California 94104

(Name and address of agent for service)

(415) 701-1110

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

______________________________________________________________

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

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting 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

This Registration Statement on Form S-8 is being filed by Atlassian Corporation (the “Registrant”) to register 8,297,459 additional shares of Class A Common Stock of the Registrant, par value $0.00001 per share (the “Class A Common Stock”), reserved for issuance under the Atlassian Corporation Amended and Restated 2015 Share Incentive Plan (the “Plan”). The registration of additional shares under the Plan is pursuant to the provision in the Plan which provides for annual automatic increases in the number of shares of Class A Common Stock reserved for issuance under the Plan.

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 of the Registrant filed with the Securities and Exchange Commission (the “Commission”) (i) on December 10, 2015 (File No. 333-208436), on November 3, 2016 (File No. 333-214424), on November 3, 2017 (File No. 333-221342), on November 2, 2018 (File No. 333-228124), and on August 19, 2022 (File No. 333-266998), in each case as amended by the Post-Effective Amendments No. 1 to the Registration Statements on Form S-8 (File Nos. 333-208436, 333-214424, 333-221342, 333-228124, and 333-266998) filed with the Commission on October 4, 2022, (ii) on August 18, 2023 (File No. 333-274077), and (iii) on August 14, 2024 (File No. 333-281612) are hereby incorporated in this Registration Statement by reference to the extent not replaced hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plan(s) covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the Commission on August 15, 2025 (the "Annual Report");

(b) the Registrant’s Current Report on Form 8-K, filed with the Commission on August 7, 2025 (solely with respect to Item 5.02);

(c) all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (other than the reports, or portions thereof, not deemed to be filed) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(d) the description of the Registrant’s Class A Common Stock, which is contained in a Current Report on Form 8-K filed with the SEC on October 3, 2022 pursuant to Rule 12g-3(a) promulgated under the Exchange Act, together with any amendment or report filed for the purpose of updating such description, including Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed on August 16, 2024.

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 of Class A Common Stock registered hereunder have been sold or which deregisters all of such shares of Class A Common Stock 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 Commission rules shall not be deemed incorporated by reference into this Registration Statement. 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. Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 8. Exhibits.

Incorporated by Reference

Exhibit Number

Exhibit Title

Form

File No.

Exhibit

Filing Date

4.1

Amended and Restated Certificate of Incorporation of the Registrant.

8-K

001-37651

3.1

10/3/2022

4.2

Amended and Restated Bylaws of the Registrant.

8-K

001-37651

3.2

10/3/2022

4.2

Specimen Class A Common Stock Certificate.

S-8

333-266998

4.3

10/4/2022

5.1

Opinion of Deputy General Counsel of the Registrant.

Filed Herewith

23.1

Consent of Independent Registered Public Accounting Firm.

Filed Herewith

23.2

Consent of Deputy General Counsel of the Registrant (included in Exhibit 5.1).

Filed Herewith

24.1

Power of Attorney (contained on signature page hereto).

Filed Herewith

99.1

Amended and Restated 2015 Share Incentive Plan.

8-K

001-37651

10.3

10/4/2022

107.1

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 Sydney, Australia, on August 15, 2025.

			ATLASSIAN CORPORATION
			By:			/s/ Michael Cannon-Brookes
						Michael Cannon-Brookes
						Chief Executive Officer and Director

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Cannon-Brookes and Joseph Binz, and each of them, as his or her true and lawful attorneys-in-fact and agents, 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 the Registration Statement on Form S-8 of Atlassian Corporation, 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/ Michael Cannon-Brookes

Chief Executive Officer and Director

August 15, 2025

Michael Cannon-Brookes

(Principal Executive Officer)

/s/ Joseph Binz

Chief Financial Officer

August 15, 2025

Joseph Binz

(Principal Financial Officer)

/s/ Gene Liu

Chief Accounting Officer

August 15, 2025

Gene Liu

(Principal Accounting Officer)

/s/ Shona L. Brown

Director and Chair

August 15, 2025

Shona L. Brown

/s/ Scott Belsky

Director

August 15, 2025

Scott Belsky

/s/ Karen Dykstra

Director

August 15, 2025

Karen Dykstra

/s/ Scott Farquhar

Director

August 15, 2025

Scott Farquhar

/s/ Heather Mirjahangir Fernandez

Director

August 15, 2025

Heather Mirjahangir Fernandez

/s/ Sasan Goodarzi

Director

August 15, 2025

Sasan Goodarzi

/s/ Christian Smith

Director

August 15, 2025

Christian Smith

/s/ Steven Sordello

Director

August 15, 2025

Steven Sordello

/s/ Richard P. Wong

Director

August 15, 2025

Richard P. Wong

/s/ Michelle Zatlyn

Director

August 15, 2025

Michelle Zatlyn

FAQ

What does the S-8 for Atlassian (TEAM) do?

The S-8 registers shares for the company's employee benefit plan and incorporates prior Form S-8 filings and certain Exchange Act reports by reference.

Which prior filings are incorporated by reference into this S-8?

Form S-8 filings dated December 10, 2015; November 3, 2016; November 3, 2017; November 2, 2018; August 19, 2022; August 18, 2023; and August 14, 2024 are incorporated by reference.

Which Exchange Act reports are explicitly incorporated?

The Annual Report for the fiscal year ended June 30, 2025 filed August 15, 2025, a Current Report filed August 7, 2025 (solely Item 5.02), and the Class A Common Stock description filed October 3, 2022 (plus Exhibit 4.6 to the fiscal 2024 Annual Report filed August 16, 2024).

Are furnished-but-not-filed items incorporated into the registration?

No. The filing explicitly states that documents deemed to have been furnished and not filed under Commission rules are not incorporated by reference.