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

As filed with the Securities and Exchange Commission on August 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

ADI GLOBAL DISTRIBUTION INC.

(Exact name of registrant as specified in its charter)

Delaware		41-3033245
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

275 Broadhollow Rd Suite 400

Melville, New York

(Address of Principal Executive Offices)

2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates

ADI UK Sharebuilder Plan

ADI Employee Stock Purchase Plan

(Full Title of the Plans)

Jeannine J. Lane

Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

275 Broadhollow Rd Suite 400

Melville, New York

(631) 692-1000

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

With Copies To:

Russell Leaf

Jared Fertman

John Ablan

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

(212) 728-8000

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

ADI Global Distribution Inc. (the "Company") has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), to register the issuance of 9,871,673 shares of its common stock, par value $0.001 per share, which is referred to as the Common Stock, that are reserved for issuance under the (i) 2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates (the "Stock Incentive Plan"), (ii) ADI UK Sharebuilder Plan (the "UK Sharebuilder Plan") and (iii) ADI Employee Stock Purchase Plan (the "Employee Stock Purchase Plan").

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information.

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Stock Incentive Plan, the UK Sharebuilder Plan and the Employee Stock Purchase Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the "Commission") but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.

Company Information and Employee Plan Annual Information.

The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated) and any other documents required to be delivered pursuant to Rule 428. Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to:

Investor Relations

ADI Global Distribution Inc.

275 Broadhollow Rd Suite 400

Melville, New York

(631) 692-1000

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:

1. Amendment No. 3 to the Company's Registration Statement on Form 10 (Registration No. 001-43281) as filed with the Commission on July 1, 2026;

2. The Company's Current Report on Form 8-K filed with the Commission on August 4, 2026 (the "August 4 Form 8-K"); and

3. The description of the Common Stock contained in the Company's Information Statement filed as Exhibit 99.1 to the August 4 Form 8-K, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Unless otherwise stated in the applicable reports, information furnished under Item 2.02 or 7.01 of a Current Report on Form 8-K shall not be incorporated by reference.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities

Not Applicable.

Item 5.

Interests of Named Experts and Counsel

Not Applicable.

Item 6.

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify directors and officers against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director or officer of the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Company's amended and restated bylaws provide for indemnification by the registrant of its directors and officers to the fullest extent permitted by the DGCL or other applicable law.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Company's amended and restated certificate of incorporation provides that the registrant may, through bylaw provisions, agreements with agents or other persons, votes of stockholders or disinterested directors or otherwise provide indemnification rights to the fullest extent permitted by the DGCL or any other law of the State of Delaware.

The Company maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

Reference is made to Item 9 for our undertakings with respect to indemnification for liabilities arising under the Securities Act.

Item 7.

Exemption from Registration Claimed

Not Applicable.

Item 8.

Exhibits

Exhibits

Incorporated by Reference

Filed

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Herewith

4.1

Amended and Restated Certificate of Incorporation of ADI Global Distribution Inc.

8-K

001-43281

3.1

August 4, 2026

4.2

Amended and Restated Bylaws of ADI Global Distribution Inc.

8-K

001-43281

3.2

August 4, 2026

4.3

Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of ADI Global Distribution Inc.

8-K

001-43281

3.3

August 4, 2026

5.1

Opinion of Willkie Farr & Gallagher LLP

X

23.1

Consent of Deloitte & Touche LLP, independent registered public accounting firm

X

23.2

Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 hereto)

X

24.1

Power of Attorney (included on the signature page hereto)

X

99.1

2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates

X

99.2

ADI UK Sharebuilder Plan

X

99.3

ADI Employee Stock Purchase Plan

X

99.4

Restricted Stock Unit Assumption Notice under the 2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates

X

99.5

Performance Stock Unit Assumption Notice under the 2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates (2024 PSUs)

X

99.6

Performance Stock Unit Assumption Notice under the 2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates (2025 ROIC PSUs)

X

99.7

Performance Stock Unit Assumption Notice under the 2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates (2025 rTSR PSUs)

X

99.8

Performance Stock Unit Assumption Notice under the 2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates (2026 PSUs)

X

107

Filing Fee Table

X

Item 9.

Undertakings

The Company hereby undertakes:

(a) (1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, ADI Global Distribution Inc. 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 Charlotte, North Carolina, on August 7, 2026.

	ADI GLOBAL DISTRIBUTION INC.
	By:	/s/ Michael Carlet
	Name:	Michael Carlet
	Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeannine J. Lane as his or her attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits hereto, and all other documents in connection herewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or 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 said attorney-in-fact and agent, or his or her substitute, 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 dates indicated:

Name		Title		Date
/s/ Robert Aarnes		President, Chief Executive Officer and Director		August 7, 2026
Robert Aarnes		(Principal Executive Officer)
/s/ Michael Carlet		Executive Vice-President and Chief Financial Officer		August 7, 2026
Michael Carlet		(Principal Financial Officer)
/s/ Nicole Stevens		Senior Vice President and Chief Accounting Officer		August 7, 2026
Nicole Stevens		(Principal Accounting Officer)
/s/ Michael Kaufmann		Chairman of the Board		August 7, 2026
Michael Kaufmann
/s/ William Galvin		Director		August 7, 2026
William Galvin
/s/ Christine Gorjanc		Director		August 7, 2026
Christine Gorjanc
/s/ Cynthia Hostetler		Director		August 7, 2026
Cynthia Hostetler
/s/ Stephen O. LeClair		Director		August 7, 2026
Stephen O. LeClair
/s/ Nathan Sleeper		Director		August 7, 2026
Nathan Sleeper
/s/ Brian Walker		Director		August 7, 2026
Brian Walker