SEC Form S-8 filed by Generac Holdlings Inc.

As filed with the Securities and Exchange Commission on November 5, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Generac Holdings Inc.

(Exact name of registrant as specified in its charter)

S45 W29290 Hwy 59

Waukesha, Wisconsin 53189

(Address of Principal Executive Offices) (Zip Code)

GENERAC HOLDINGS INC.

AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

(Full title of the plan)

Raj Kanuru

Executive Vice President, General Counsel, and Secretary

Generac Holdings Inc. S45 W29290 Hwy 59

Waukesha, Wisconsin 53189 (262) 544-4811

(Name, address and 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.

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

The stockholders of Generac Holdings Inc. (the “Company”) approved the Generac Holdings Inc. Amended and Restated 2019 Equity Incentive Plan (the “Amended and Restated Plan”) on June 13, 2024. The purpose of this Registration Statement is to register 3,900,000 additional shares of Common Stock, $0.01 par value, of the Company in connection with the Amended and Restated Plan.

Pursuant to General Instruction E of Form S-8, the contents of the Company’s prior Registration Statement on Form S-8 (Reg. No. 333-233050) is incorporated by reference into this Registration Statement, except to the extent amended or superseded by the information set forth in this Registration Statement.

PART II-INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Company hereby incorporates by reference into this Registration Statement the following documents filed with the Securities and Exchange Commission (the “Commission”):

Item 5. Interests of Named Experts and Counsel.

Mr. Kanuru, Executive Vice President, General Counsel and Secretary of the Company, has given his opinion about certain legal matters affecting the shares of the Company’s Common Stock registered under this Registration Statement. Mr. Kanuru is eligible to participate in the Company’s equity compensation plans, including the Amended and Restated Plan and, as of November 5, 2024, he was the beneficial owner of 13,925 shares of the Company’s Common Stock.  Mr. Kanuru does not have any options or units to acquire shares of the Company’s Common Stock that will vest within sixty days of November 5, 2024.

Item 8.  Exhibits.

The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index. 

EXHIBIT INDEX

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 Waukesha, State of Wisconsin, on November 5, 2024.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 5, 2024. Each person whose signature appears below hereby constitutes and appoints each of Joe Kavalary and Raj Kanuru, with full power to each to act without the other, his or her true and lawful attorney-in-fact and agent 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 one or more Registration Statements on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the offering of common stock of Generac Holdings Inc. pursuant to the Generac Holdings Inc. Amended and Restated 2019 Equity Incentive Plan, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and to file the same with such other authorities as necessary, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in 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 each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.