S-3ASR 1 ny20068758x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on March 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PAR TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)



Delaware			16-1434688
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

PAR Technology Park

8383 Seneca Turnpike

New Hartford, New York 13413-4991

(315) 738-0600

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Savneet Singh

Chief Executive Officer

PAR Technology Park

8383 Seneca Turnpike

New Hartford, New York 13413-4991

(315) 738-0600

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

Copies to:


Boris Dolgonos Proskauer Rose LLP Eleven Times Square New York, New York 10036 (212) 969-3000			Cathy King Chief Legal Officer and Corporate Secretary PAR Technology Park 8383 Seneca Turnpike New Hartford, New York 13413 (315) 738-0600

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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. ☐


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION BY REFERENCE			3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
ABOUT PAR TECHNOLOGY CORPORATION			6
RISK FACTORS			7
USE OF PROCEEDS			8
DESCRIPTION OF CAPITAL STOCK			9
DESCRIPTION OF DEBT SECURITIES			12
DESCRIPTION OF WARRANTS			19
SELLING STOCKHOLDERS			20
PLAN OF DISTRIBUTION			21
LEGAL MATTERS			23
EXPERTS			23


ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
WHERE YOU CAN FIND MORE INFORMATION			S-2
INCORPORATION BY REFERENCE			S-3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-4
ABOUT PAR TECHNOLOGY CORPORATION			S-6
RISK FACTORS			S-7
USE OF PROCEEDS			S-8
SELLING STOCKHOLDER			S-9
PLAN OF DISTRIBUTION			S-10
VALIDITY OF THE SECURITIES			S-12
EXPERTS			S-12


Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to this Offering	Percent of Outstanding Common Stock Beneficially Owned Prior to this Offering	Number of Shares of Common Stock Offered Pursuant to this Prospectus	Number of Shares Beneficially Owned After Sale of Shares	Percent of Outstanding Common Stock Beneficially Owned After Sale of Shares
Cardlytics, Inc.⁽¹⁾	1,810,222	4.4%	1,810,222	—	—%


			Amount to Be Paid
SEC registration fee⁽¹⁾			$3,434.89
Printing and engraving⁽²⁾
Accounting services⁽²⁾
Legal fees of registrant’s counsel⁽²⁾
Transfer agent’s, trustee’s and depositary’s fees and expenses⁽²⁾
Miscellaneous⁽²⁾
Total⁽²⁾			$


Exhibit No.			Description
1.1*			Form of Underwriting Agreement
4.1			Restated Certificate of Incorporation (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-09720) on June 3, 2025)
4.2			Amended and Restated Bylaws (filed as Exhibit 3.3 to the Registrant’s Curren Report on Form 8-K (File No. 001-09720) filed on June 3, 2025)
4.3			Specimen Certificate for shares of common stock (filed as Exhibit 4 to the Registrant’s Registration Statement Form S-2 SEC on May 20, 1996)
4.4			Form of Indenture
4.5*			Form of Debt Security
4.6*			Form of Warrant Agreement
5.1			Opinion of Proskauer Rose LLP
5.2			Opinion of Proskauer Rose LLP
23.1			Consent of Deloitte & Touche LLP, independent registered public accounting firm
23.2			Consent of Proskauer Rose LLP (included in Exhibit 5.1)
23.3			Consent of Proskauer Rose LLP (included in Exhibit 5.2)
24.1			Powers of Attorney (included in the signature pages to the Registration Statement)
25.1			Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture
107			Filing Fee Table


			PAR TECHNOLOGY CORPORATION

			By:			/s/ Savneet Singh
			Name:			Savneet Singh
			Title:			Chief Executive Officer & President (Principal Executive Officer)


Signature	Title	Date


/s/ Savneet Singh	Chief Executive Officer, President & Director (Principal Executive Officer)	March 26, 2026
Savneet Singh		March 26, 2026

/s/ Bryan A. Menar	Chief Financial Officer (Principal Financial)	March 26, 2026
Bryan A. Menar	Chief Financial Officer (Principal Financial)	March 26, 2026

/s/ Michael A. Steenberge	Senior Vice President, Finance & Transformation (Principal Accounting Officer)	March 26, 2026
Michael A. Steenberge		March 26, 2026

/s/ Linda Marie Crawford	Director	March 26, 2026
Linda Marie Crawford	Director	March 26, 2026

/s/ Keith E. Pascal	Director	March 26, 2026
Keith E. Pascal	Director	March 26, 2026

/s/ Douglas G. Rauch	Director	March 26, 2026
Douglas G. Rauch	Director	March 26, 2026

/s/ Cynthia A. Russo	Director	March 26, 2026
Cynthia A. Russo	Director	March 26, 2026

/s/ Narinder Singh	Director	March 26, 2026
Narinder Singh	Director	March 26, 2026

/s/ James C. Stoffel	Director	March 26, 2026
James C. Stoffel	Director	March 26, 2026

SEC Form S-3ASR filed by PAR Technology Corporation