Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on February 25, 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

__________________________

SOLAREDGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	20-5338862 (I.R.S Employer Identification Number)
1 HaMada Street Herziliya, Israel (Address of Principal Executive Offices)	4673335 (Zip Code)
SolarEdge Technologies, Inc. 2015 Global Incentive Plan SolarEdge Technologies, Inc. 2015 Employee Stock Purchase Plan (Full title of the plan)
Ariel Porat Chief Financial Officer 1 Hamada Street, Herziliya Pituach, Israel (Name and address of agent for service) 972 (9) 957-6620 (Telephone number, including area code, of agent for service)

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. ☐

INTRODUCTION

This Registration Statement on Form S-8 is being filed by SolarEdge Technologies, Inc. (the “Registrant”) to register (i) an additional 13,648,950 shares of common stock, par value $0.0001 per share (“Common Stock”), issuable to eligible persons under the SolarEdge, Inc. 2015 Global Incentive Plan (the “2015 Plan”) and (ii) an additional 3,625,666 shares of Common Stock, issuable to eligible persons under the SolarEdge Technologies, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”).

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on April 2, 2015 (Registration No. 333-203193) and on February 22, 2022 (Registration No. 333-262891) which relate to the 2015 Plan and the ESPP are incorporated herein by reference and made a part hereof, except for those items being updated by this Registration Statement.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel

The validity of the issuance of the shares of Common Stock will be passed on for the Company by Dalia Litay, Chief Legal Officer, who has received awards under the 2015 Plan and is eligible to participate in the ESPP.

Item 8. Exhibits

Exhibit No.		Description

4.1		Amended and Restated Certificate of Incorporation, incorporated by referenced to Exhibit 3.2 to Form 8-K filed with the Commission on June 2, 2023

4.2		Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to Form 8-K filed with the Commission on December 1, 2022

4.3		Specimen Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Form S-1 filed with the Commission on March 11, 2015

5.1*		Legal Opinion

23.1*		Consent of Independent Registered Public Accounting Firm

23.2*		Consent of Counsel (included in Exhibit 5.1)

24.1*		Power of Attorney (included in signature page to this Registration Statement)

99.1		SolarEdge Technologies, Inc. 2015 Global Incentive Plan, incorporated by reference to Exhibit 99.1 to Form S-8 filed with the Commission on April 2, 2015

99.2		SolarEdge Technologies, Inc. 2015 Employee Stock Purchase Plan, incorporated by reference to Exhibit 99.2 to Form S-8 filed with the Commission on April 2, 2015

107*		Calculation of Filing Fee Table

* Filed herewith.

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 the City of Hertzlyia, Country of Israel.

SolarEdge Technologies Inc.

/s/ Ariel Porat
Ariel Porat

Chief Financial Officer

(Principal Financial and Accounting Officer)

February 25, 2025

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Registrant do hereby constitute and appoint each of Yehoshua Nir, Ariel Porat, and Dalia Litay the lawful attorneys-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorney and agent, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

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.

/s/Shuki Nir Shuki Nir	Chief Executive Officer & Director (Principal Executive Officer)	February 25, 2025
/s/ Ariel Porat Ariel Porat	Chief Financial Officer (Principal Financial and Accounting Officer)	February 25, 2025
/s/Avery More Avery More	Chairman of the Board	February 25, 2025
/s/Guy Gecht Guy Gecht	Director	February 25, 2025
/s/Marcel Gani Marcel Gani	Director	February 25, 2025
/s/Dirk Hoke Dirk Hoke	Director	February 25, 2025
/s/Nadav Zafrir Nadav Zafrir	Director	February 25, 2025
/s/Dana Gross Dana Gross	Director	February 25, 2025
/s/Betsy Atkins Betsy Atkins	Director	February 25, 2025
/s/Gilad Almogy Gilad Almogy	Director	February 25, 2025
/s/Yoram Tietz Yoram Tietz	Director	February 25, 2025

Exhibit 5.1

February 25, 2025

SolarEdge Technologies, Inc.
1 HaMada Street

Herziliya Pituach 4673335, Israel

Re: SolarEdge Technologies, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

I have examined the Registration Statement on Form S-8 (the “Registration Statement”) of SolarEdge Technologies, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration by the Company of (i) an additional 13,648,950 shares of common stock, par value $0.0001 per share (“Common Stock”), issuable to eligible persons under the SolarEdge, Inc. 2015 Global Incentive Plan (the “2015 Plan”) and (ii) an additional 3,625,666 shares of Common Stock issuable to eligible persons under the SolarEdge Technologies, Inc. 2015 Employee Stock Purchase Plan (the “ESPP” and together with the 2015 Plan, the “Plans”).

In arriving at the opinion expressed below, I have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of public officials and such other documents as I have deemed relevant and necessary as the basis for the opinions set forth below. In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated herein and in reliance on statements of fact contained in the documents that I have examined, I am of the opinion that the shares of Common Stock, when issued and sold in accordance with the terms set forth in the Plans and against payment therefor, will be validly issued, fully paid and non-assessable.

This opinion is limited to the effect of the current state of the Delaware General Corporation Law and the facts as they currently exist. I assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretation thereof or such facts.

I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name under the caption “Interest of Named Experts and Counsel” in the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Dalia Litay
Dalia Litay

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333- 203193 and 333-262891) pertaining to the 2015 Global Incentive Plan and 2015 Employee Stock Purchase Plan of Solaredge Technologies, Inc. of our reports dated February 25, 2025, with respect to the consolidated financial statements of Solaredge Technologies, Inc. and the effectiveness of internal control over financial reporting of Solaredge Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

/s/ Kost Forer Gabbay & Kasierer

A Member of EY Global

Tel-Aviv, Israel

February 25, 2025

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

SolarEdge Technologies, Inc.

Table 1: Newly Registered and Carry Forward Securities


Line Item Type	Security Type	Security Class Title	Notes	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee

Newly Registered Securities
Fees to be Paid	Equity	Common Stock, par value $0.0001 per share	(1)	457(a)	13,648,950	$	18.19	$	248,274,400.50	0.0001531	$	38,010.81
Fees to be Paid	Equity	Common Stock, par value $0.0001 per share	(2)	457(a)	3,625,666	$	15.46	$	56,052,796.36	0.0001531	$	8,581.68

Total Offering Amounts:								$	304,327,196.86			46,592.49
Total Fees Previously Paid:
Total Fee Offsets:
Net Fee Due:											$	46,592.49

__________________________________________
Offering Note(s)

(1)

a. Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock. b. Represents additional shares of the Registrant’s Common Stock reserved for issuance under Registrant’s 2015 Global Incentive Plan (the “2015 Plan”) pursuant to the provisions of the 2015 Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2015 Plan. c. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on the NASDAQ Global Market on February 21, 2025.

(2)

a.Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock. b. Represents additional shares of the Registrant’s Common Stock reserved for issuance under Registrant’s 2015 Employee Stock Purchase Plan (the “ESPP”) pursuant to the provisions of the ESPP that provide for an automatic annual increase in the number of shares reserved for issuance under the ESPP. c. Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon a 15% discount from the average of the high and low prices of the Registrant’s Common Stock on the NASDAQ Global Market on February 21, 2025, such discount representing the maximum permissible discount offered pursuant to such plan.

Submission	Feb. 24, 2025
Submission [Line Items]
Central Index Key	0001419612
Registrant Name	SolarEdge Technologies, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings	Feb. 24, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.0001 per share
Amount Registered \| shares	13,648,950
Proposed Maximum Offering Price per Unit	18.19
Maximum Aggregate Offering Price	$ 248,274,400.50
Fee Rate	0.01531%
Amount of Registration Fee	$ 38,010.81
Offering Note	a. Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock. b. Represents additional shares of the Registrant’s Common Stock reserved for issuance under Registrant’s 2015 Global Incentive Plan (the “2015 Plan”) pursuant to the provisions of the 2015 Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2015 Plan. c. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on the NASDAQ Global Market on February 21, 2025.
Offering: 2
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common Stock, par value $0.0001 per share
Amount Registered \| shares	3,625,666
Proposed Maximum Offering Price per Unit	15.46
Maximum Aggregate Offering Price	$ 56,052,796.36
Fee Rate	0.01531%
Amount of Registration Fee	$ 8,581.68
Offering Note	a.Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock. b. Represents additional shares of the Registrant’s Common Stock reserved for issuance under Registrant’s 2015 Employee Stock Purchase Plan (the “ESPP”) pursuant to the provisions of the ESPP that provide for an automatic annual increase in the number of shares reserved for issuance under the ESPP. c. Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon a 15% discount from the average of the high and low prices of the Registrant’s Common Stock on the NASDAQ Global Market on February 21, 2025, such discount representing the maximum permissible discount offered pursuant to such plan.