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

As filed with the U.S. Securities and Exchange Commission on February 12, 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

Reddit, Inc.

(Exact name of Registrant as specified in its charter)

Delaware			45-2546501
(State or other jurisdiction of Incorporation or organization)			(I.R.S. Employer Identification No.)

303 2nd South Street, South Tower, 5th Floor

San Francisco, California 94107

(415) 494-8016

(Address of principal executive offices) (Zip code)

Reddit, Inc. 2024 Incentive Award Plan

Reddit, Inc. 2024 Employee Stock Purchase Plan

(Full titles of the plans)

Steven Huffman

Chief Executive Officer and President

Reddit, Inc.

303 2nd South Street, South Tower, 5th Floor

San Francisco, California 94107

(415) 494-8016

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

Copies to:

Ran D. Ben-Tzur Jennifer J. Hitchcock Fenwick & West LLP 730 Arizona Ave, 1st Floor Santa Monica, California 90401 (310) 434-5400						Benjamin Lee Chief Legal Officer Milana McCullagh VP, Legal Reddit, Inc. 303 2nd South Street, South Tower, 5th Floor San Francisco, California 94107 (415) 494-8016

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. ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Reddit, Inc. (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) 9,017,882 of the Registrant's Class A common stock available for issuance under the Registrant's 2024 Incentive Award Plan (the "2024 Plan") resulting from: (i) 9,015,798 additional shares of the Registrant's Class A common stock available for issuance under the 2024 Plan pursuant to the provision of the 2024 Plan providing for an annual automatic increase in the number of shares reserved for issuance under the 2024 Plan and (ii) 2,084 additional shares of the Registrant's Class A common stock available for issuance under the 2024 Plan as a result of shares of Class A common stock underlying outstanding stock-based compensation awards granted under the Company's 2017 Equity Incentive and Grant Plan that were cancelled by the Company during calendar year 2024 and, pursuant to the 2024 Plan, have become available for reissuance under the 2024 Plan as Class A common stock and (b) 1,803,159 of the Registrant's Class A common stock available for issuance under the Registrant's 2024 Employee Stock 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 March 21, 2024 (Registration No. 333-278119). 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.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:

(a)the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 12, 2025;

(b)all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and

(c)the description of the Registrant's Class A common stock contained in the Registrant's Registration Statement on Form 8-A (File No. 001-41983) filed with the Commission on March 20, 2024 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.4 to the Registrant's Annual Report on Form 10-K referred to in (a) above.

All reports and documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such reports and documents, except as to specific sections of such reports or documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report deemed to be furnished but not filed on a Current Report on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a report or 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 herein or in any subsequently filed report or document, which also 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 5. Interests of Named Experts and Counsel.

As of the date of this Registration Statement, individuals and entities associated with Fenwick & West LLP beneficially own an aggregate of less than 0.00001% of the Registrant's Class A common stock.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference:

Exhibit Number

Exhibit Description

Incorporated by Reference

Filed Herewith

Form

File No.

Exhibit

Filing Date

4.1

Amended and Restated Certificate of Incorporation of the Registrant

8-K

001-41983

3.1

3/25/2024

4.2

Amended and Restated Bylaws of the Registrant

8-K

001-41983

3.2

3/25/2024

4.3

Form of the Registrant's Class A Common Stock Certificate

S-1/A

333-277256

4.2

3/11/2024

4.4

Form of the Registrant's Class B Common Stock Certificate

S-8

333-278119

4.6

3/21/2024

5.1

Opinion of Fenwick & West LLP

X

23.1

Consent of Fenwick & West LLP (included in Exhibit 5.1)

X

23.2

Consent of KPMG LLP, independent registered public accounting firm

X

24.1

Power of Attorney (included on the signature page of this Registration Statement)

X

99.1

2024 Incentive Award Plan

S-8

333-278119

99.3

3/21/2024

99.2

2024 Employee Stock Purchase Plan

S-8

333-278119

99.4

3/21/2024

107.1

Filing Fee Table

X

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, on this 12th day of February, 2025.

REDDIT, INC.
By:			/s/ Steven Huffman
			Steven Huffman
			Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven Huffman and Andrew Vollero, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange 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 connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Steven Huffman

Chief Executive Officer, President and Director (Principal Executive Officer)

February 12, 2025

Steven Huffman

/s/ Andrew Vollero

Chief Financial Officer (Principal Financial Officer)

February 12, 2025

Andrew Vollero

/s/ Michelle Reynolds

Chief Accounting Officer (Principal Accounting Officer)

February 12, 2025

Michelle Reynolds

/s/ Sarah Farrell

Director

February 12, 2025

Sarah Farrell

/s/ Patricia Fili-Krushel

Director

February 12, 2025

Patricia Fili-Krushel

/s/ Porter Gale

Director

February 12, 2025

Porter Gale

/s/ David Habiger

Director

February 12, 2025

David Habiger

/s/ Steven O. Newhouse

Director

February 12, 2025

Steven O. Newhouse

/s/ Robert A. Sauerberg

Director

February 12, 2025

Robert A. Sauerberg

/s/ Michael Seibel

Director

February 12, 2025

Michael Seibel