Corsair Gaming Inc.

05/07/2026 | Press release | Distributed by Public on 05/07/2026 14:21

Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on May 7, 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

Corsair Gaming, Inc.

(Exact name of registrant as specified in its charter)

Delaware

82-2335306

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

115 N. McCarthy Boulevard

Milpitas, California

95035

(Address of registrant's principal executive offices)

(Zip Code)

2020 Incentive Award Plan

2020 Employee Stock Purchase Plan

(Full Title of the Plan)

Thi L. La

Chief Executive Officer

Corsair Gaming, Inc.

115 N. McCarthy Boulevard

Milpitas, California 95035

(Name and address of agent for service)

(510) 657-8747

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

Copies to:

Phillip S. Stoup, Esq.

Shira Oyserman, Esq.
Freshfields US LLP
One Bush Street, 17th Floor
San Francisco, California 94104
(415) 400-2200

Gordon Mattingly
Chief Financial Officer
115 N. McCarthy Boulevard

Milpitas, California 95035

(510) 657-8747

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 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Corsair Gaming, Inc. (the "Registrant") for the purpose of registering an additional 5,331,942 shares of the Registrant's common stock issuable under the following employee benefit plans for which

Registration Statements of the Registrant on Form S-8 (File Nos. 333-289368, 333-279188, 333-271812, 333-264772, 333-254142, and 333-249065, collectively, the "Previous Form S-8s") are effective: (i) the 2020 Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 4,265,554 shares of common stock and (ii) the 2020 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,066,388 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Previous Form S-8s previously filed with the Securities and Exchange Commission are incorporated by reference herein.

EXHIBIT INDEX

Incorporated by Reference

Exhibit
Number

Description

Form

Exhibit

Date Filed

Filed

Herewith

4.1

Second Amended and Restated Certificate of Incorporation.

8-K

3.1

09/25/2020

4.2

Amended and Restated Bylaws.

8-K

3.2

09/25/2020

4.3

Form of Common Stock Certificate of the Registrant.

S-1/A

4.2

09/18/2020

5.1

X

5.1

X

23.2

X

24.1

Power of Attorney (included in the signature page to this registration statement).

X

99.1(a)#

2020 Incentive Award Plan.

S-1/A

10.3

09/14/2020

99.1(b)#

Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan.

S-1/A

10.3(a)

09/14/2020

99.1(c)#

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2020 Incentive Award Plan.

S-1/A

10.3(b)

09/14/2020

99.1(d)#

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2020 Incentive Award Plan.

S-1/A

10.3(c)

09/14/2020

99.2#

2020 Employee Stock Purchase Plan.

S-1/A

10.4

09/14/2020

107.1

X

# Indicates management contract or compensatory plan.

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 Fremont, California, on May 7, 2026.

CORSAIR GAMING, INC.

By:

/s/ Thi L. La

Thi L. La

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Thi L. La and Gordon Mattingly, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the 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 to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature

Title

Date

/s/ Thi L. La

Chief Executive Officer and Director

May 7, 2026

Thi L. La

(Principal Executive Officer)

/s/ Gordon Mattingly

Chief Financial Officer

May 7, 2026

Gordon Mattingly

(Principal Financial Officer and Principal Accounting Officer)

/s/ Anup Bagaria

Director

May 7, 2026

Anup Bagaria

/s/ Diana Bell

Director

May 7, 2026

Diana Bell

/s/ Jason Cahilly

Director

May 7, 2026

Jason Cahilly

/s/ George L. Majoros, Jr.

Director

May 7, 2026

George L. Majoros, Jr.

/s/ Sarah M. Kim

Director

May 7, 2026

Sarah M. Kim

/s/ Stuart A. Martin

Director

May 7, 2026

Stuart A. Martin

/s/ Samuel R. Szteinbaum

Director

May 7, 2026

Samuel R. Szteinbaum

/s/ Randall J. Weisenburger

Director

May 7, 2026

Randall J. Weisenburger

Corsair Gaming Inc. published this content on May 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 07, 2026 at 20:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]