As filed with the Securities and Exchange Commission on March 17, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Brilliant Earth Group, Inc.
(Exact name of Registrant as specified in its charter)
| Nevada | 87-1015499 | |||||||
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
300 Grant Avenue, Third Floor
San Francisco, California 94108
(800) 691-0952
(Address of principal executive offices) (Zip code)
Brilliant Earth Group, Inc. 2021 Incentive Award Plan
(Full title of the plans)
Alex Grab, Esq.
General Counsel
Brilliant Earth Group, Inc.
300 Grant Avenue, Third Floor
San Francisco, California 94108
(800) 691-0952
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Tad J. Freese
Jenna B. Cooper
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10022
Telephone: (212) 906-1200
Fax: (212) 751-4864
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
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 775,901 shares of Brilliant Earth Group, Inc.’s (the “Registrant”) Class A common stock, par value $0.0001 per share, that became available for issuable pursuant to the Company’s 2021 Incentive Award Plan (the “2021 Plan”) for which Registration Statements of the Company on Form S-8 (File Nos. 333-285801, 333-278351, 333-270725, 333-266807 and 333-259736) are effective.
Pursuant to General Instructions E of Form S-8, the contents of the above referenced prior Registration Statements on Form S-8, including any amendments thereto, filed with the Securities and Exchange Commission (the “Commission”), relating to the 2021 Plan are incorporated herein by reference.
| Item 8. | Exhibits | |||||||||||||
Exhibit Number | Description | |||||||||||||
| 4.1 | ||||||||||||||
| 4.2 | ||||||||||||||
| 5.1* | ||||||||||||||
| 23.1* | ||||||||||||||
| 23.2* | ||||||||||||||
| 24.1* | ||||||||||||||
| 99.1 | ||||||||||||||
| 107* | ||||||||||||||
| * | Filed herewith. | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Francisco, State of California, on March 17, 2026.
BRILLIANT EARTH GROUP, INC.
By: /s/ Jeffrey Kuo
Jeffrey Kuo
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Beth Gerstein and Jeffrey Kuo, or each of them singly, with full power to act without the other, such person’s 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 this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange 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 or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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/ Beth Gerstein | Chief Executive Officer and Director (Principal Executive Officer) | March 17, 2026 | ||||||||||||
| Beth Gerstein | ||||||||||||||
| /s/ Jeffrey Kuo | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 17, 2026 | ||||||||||||
| Jeffrey Kuo | ||||||||||||||
| /s/ Eric Grossberg | Executive Chairman | March 17, 2026 | ||||||||||||
| Eric Grossberg | ||||||||||||||
| /s/ Ian M. Bickley | Director | March 17, 2026 | ||||||||||||
| Ian M. Bickley | ||||||||||||||
| /s/ Jennifer N. Harris | Director | March 17, 2026 | ||||||||||||
| Jennifer N. Harris | ||||||||||||||
| /s/ Attica A. Jaques | Director | March 17, 2026 | ||||||||||||
| Attica A. Jaques | ||||||||||||||
| /s/ Beth J. Kaplan | Director | March 17, 2026 | ||||||||||||
| Beth J. Kaplan | ||||||||||||||
| /s/ Gavin M. Turner | Director | March 17, 2026 | ||||||||||||
| Gavin M. Turner | ||||||||||||||