SEC Form S-8 POS filed by Fortis Inc.

As filed with the Securities and Exchange Commission on December 30, 2024

Registration No. 333-226663

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE

AMENDMENT NO. 2

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FORTIS INC.

(Exact name of registrant as specified in its charter)

Tucson Electric Power Company 401(k) Plan

(Full title of plan)

FortisUS Inc.

c/o The Corporation Trust Company
Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(302) 658-7581

(Name, address and telephone number, including area code, of agent for service)

with copies to:

James R. Reid

Executive Vice President, Sustainability and Chief Legal Officer

Fortis Inc.

Fortis Place, Suite 1100

5 Springdale Street

St. John’s, Newfoundland and Labrador, Canada

A1E 0E4

(709) 737-2800

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

This Post-Effective Amendment No. 2 (the “Amendment”) to that certain Registration Statement No. 333-226663 on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 8, 2018, as amended by the Post-Effective Amendment No. 1 to the Registration Statement filed with the Commission on September 3, 2019 (together, the “Registration Statement”), is being filed by Fortis Inc. (the “Registrant”) in accordance with Rule 462(d) under the Securities Act of 1933, as amended, solely to add the following exhibits: (i) Exhibit 4.8, the Fourth Amendment to the Tucson Electric Power Company 401(k) Plan, dated as of December 31, 2020; (ii) Exhibit 4.9, the Tucson Electric Power Company 401(k) Plan, as amended and restated as of January 1, 2022; and (iii) Exhibit 4.10, the First Amendment to the Tucson Electric Power Company 401(k) Plan, dated as of December 16, 2024.

The Registration Statement is hereby amended to add Exhibit 4.8, Exhibit 4.9 and Exhibit 4.10 as exhibits to the Registration Statement. Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The Exhibit Index attached to this Amendment is incorporated herein by reference as the list of exhibits.

[THE NEXT PAGE IS THE SIGNATURE PAGE]

SIGNATURES

The Registrant. 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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. John’s, Province of Newfoundland and Labrador, Country of Canada, on December 30, 2024.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 has been signed by the following persons in their respective capacities and on the dates indicated

Signature Page  to Form S-8 POS

Date: December 30, 2024

Signature Page  to Form S-8 POS

The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tucson, State of Arizona, on December 30, 2024.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Post-Effective Amendment No. 2, solely in the capacity of the duly authorized representative of Fortis Inc. in the United States, on December 30, 2024.

Plan Signature Page to Form S-8 POS

Exhibit Index

* Previously filed