S-8 1 zk2635071.htm S-8

As filed with the United States Securities and Exchange Commission

on April 14, 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

PERION NETWORK LTD.

(Exact name of registrant as specified in its charter)

State of Israel	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

2 Leonardo Da Vinci Street, 24^th Floor
Tel Aviv 6473309, Israel
Tel: (+972) (3)98-1000

(Address of Principal Executive Offices)(Zip Code)

Perion Network Ltd. 2024 Share Incentive Plan

(Full Title of the Plan)

Perion Inc.

One World Trade Center, 71st Floor, Suite J, New York, NY

New York, NY 10007

Phone: (212) 685-8000

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

Copies to:

Yael Shofar, Adv.

Perion Network Ltd.

2 Leonardo Da Vinci St.,

24^th Floor, Tel Aviv

6473309, Israel
Tel: +972 (3) 398-1000

Dr. Shachar Hadar, Adv.

Elad Ziv, Adv.
Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Tel: +972 (3) 610-3100
Fax: +972 (3) 610-3111

Michael Kaplan

Davis Polk & Wardwell LLP

450 Lexington Avenue
New York, NY 10017
United States

+1 212 450 4000

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 Securities Exchange Act of 1934, as amended (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

Pursuant to General Instruction E of Form S-8, Perion Network Ltd. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 2,000,000 additional ordinary shares (“Ordinary Shares”), of the Registrant reserved for issuance under the Perion Network Ltd. 2024 Share Incentive Plan (the “2024 Plan”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the Commission on December 23, 2024 (File No. 333-284011) and May 20, 2025 (File Nos. 333-287426 and 333-282649).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act, and the introductory note to Part I of the Form S-8 Instructions. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the 2024 Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:

(a)	The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission on March 16, 2026;

(b)	All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2025; and

(c)	The description of the Registrant’s Ordinary Shares set forth in Exhibit 2.1 to the Registrant's Annual Report on Form 20-F, filed with the Commission on April 8, 2024, and any amendment or report filed for the purpose of further updating that description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, and any Reports of Foreign Private Issuer on Form 6-K subsequently furnished by the Registrant to the Commission during such period (or portions thereof) that are identified in such forms as being incorporated into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the respective dates of filing or furnishing (as applicable) of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein or therein 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.

Not applicable.

ITEM 8.

EXHIBITS.

The following exhibits to this Registration Statement on Form S-8 are filed together herewith or incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number		Exhibit

5.1*		Opinion of Meitar \| Law Offices as to the legality of the Registrant’s Ordinary Shares being registered.

23.1*		Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global

23.2 *		Consent of Meitar \| Law Offices (included in Exhibit 5.1)

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

99.1		Perion Network Ltd. 2024 Share Incentive Plan (1)

107*		Filing Fee Calculation Table

*	Filed herewith.

(1)	Previously filed with the SEC on December 23, 2024 as an exhibit to the Registrant’s Registration Statement on Form S-8 and incorporated herein by reference.

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, in the City of Tel Aviv, Israel, on this 14th day of April, 2026.

	Perion Network Ltd.

	By:	/s/ Tal Jacobson
	Name:	Tal Jacobson
	Title:	Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Tal Jacobson and Elad Tzubery, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys, 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 to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 14, 2026.

Name		Title

/s/ Eyal Kaplan		Chairman of the Board of Directors
Eyal Kaplan

/s/ Tal Jacobson		Chief Executive Officer and Director
Tal Jacobson		(Principal Executive Officer)

/s/ Elad Tzubery		Chief Financial Officer
Elad Tzubery		(Principal Financial Officer and Principal Accounting Officer)

/s/ Michal Drayman		Director
Michal Drayman

/s/ Amir Guy		Director
Amir Guy

/s/ Rami Schwartz		Director
Rami Schwartz

/s/ Michael Vorhaus		Director
Michael Vorhaus

/s/ Joy Marcus		Director
Joy Marcus

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Perion Network Ltd., has signed this registration statement on April 14, 2026.

Perion Inc.

By:	/s/ Tal Jacobson
Name:	Tal Jacobson
Title:	Director

SEC Form S-8 filed by Perion Network Ltd.