As filed with the Securities and Exchange Commission on March 18, 2026

Registration No. 333-285097

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

to

Form S-8 Registration Statement File No. 333-285097

Under

The Securities Act of 1933

 

 

TPI Composites, Inc.

(Exact name of the registrant as specified in its charter)

 

 

TPI Composites, Inc. Amended and Restated 2015 Stock Option and Incentive Plan

(Full title of plans)

 

Delaware		20-1590775
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

TPI Composites, Inc.

9200 E. Pima Center Parkway, Suite 250

Scottsdale, AZ 85258

(480) 305-8910

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

William E. Siwek

Chief Executive Officer

TPI Composites, Inc.

200 E. Pima Center Parkway, Suite 250

Scottsdale, AZ 85258

(480) 305-8910

(Name and address agent for service)

 

 

Copies to:

Weil, Gotshal & Manges LLP

767 5th Ave

New York, NY 10153

(212) 310-8000

 

 

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. ☐¨

 

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”), filed by TPI Composites, Inc. a Delaware corporation (the “Registrant”), relates to the following Registration Statement on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission (the “SEC”):

 

Registration No.		Date Filed With the SEC		Name of Equity Plan		Number of Shares of Class A Common Stock Originally Registered
333-285097		02/20/2025		TPI Composites, Inc. Amended and Restated 2015 Stock Option and Incentive Plan		1,904,365

On August 11, 2025, (the “Petition Date”), the Registrant and its direct and indirect subsidiaries incorporated in the United States each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code (such cases, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas. The Chapter 11 Cases are being jointly administered for procedural purposes only under the caption “In re TPI Composites, Inc., et al” Case No. 2534655. In connection with the filing of the Chapter 11 Cases, the Registrant is terminating all offerings of its securities pursuant to the existing registration statements under the Securities Act of 1933, including the Registration Statement.

Pursuant to the undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statement and to deregister, as of the effectiveness of this Post-Effective Amendment, any and all shares of common stock of the Registrant registered thereunder that remain unsold as of the effective date. As a result of this deregistration and upon the effectiveness of this Post-Effective Amendment, no securities will remain registered pursuant to the Registration Statement.

SIGNATURE

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 Post-Effective Amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Scottsdale, State of Arizona, on March 18, 2026.

 

Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933.