SEC Form S-8 filed by Viking Holdings Ltd

As filed with the Securities and Exchange Commission on March 11, 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

Viking Holdings Ltd

(Exact name of registrant as specified in its charter)

Viking Holdings Ltd Second Amended and Restated 2018 Equity Incentive Plan
Viking Holdings Ltd 2024 Employee Share Purchase Plan
(Full title of the plans)

Leah Talactac
President and Chief Financial Officer
Viking Holdings Ltd
5700 Canoga Avenue
Woodland Hills, CA 91367
(Name and address of agent for service)
(818) 227-1234
(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. ☐

Pursuant to General Instruction E of Form S-8, Viking Holdings Ltd (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (a) 4,427,217 additional ordinary shares, par value $0.01 per share, of the Registrant (the “ordinary shares”) reserved for issuance under the Viking Holdings Ltd Second Amended and Restated 2018 Equity Incentive Plan (the “Incentive Plan”), pursuant to the provision of the Incentive Plan providing for an annual automatic increase in the number of shares reserved for issuance under the Incentive Plan and (b) 4,427,217 additional ordinary shares reserved for issuance under the Viking Holdings Ltd 2024 Employee Share Purchase Plan (the “ESPP”), pursuant to the provision of the ESPP providing for an annual automatic increase in the number of shares reserved for issuance under the ESPP. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous Registration Statement on Form S-8 filed with the Commission on April 30, 2024 (Registration No. 333-279021). In accordance with the instructional note of Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

ITEM 8. EXHIBITS

The following exhibits are filed herewith or incorporated by reference:

* Filed herewith.

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 Los Angeles, State of California, on March 11, 2025.

Each person whose signature appears below constitutes and appoints Torstein Hagen and Leah Talactac and each of them, individually, as attorneys-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorneys and agents may deem necessary or desirable to enable the registrant to comply with the Securities Act, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-8, or the Registration Statement, to be filed with the Securities and Exchange Commission, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorneys and agents shall 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 OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act, the undersigned certifies that it is the duly authorized United States representative of the registrant and has duly caused this registration statement to be signed by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on March 11, 2025.