S-4 1 ny20078357x1_s4.htm S-4

As filed with the Securities and Exchange Commission on August 19, 2026

Registration No. 333-[—]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

GENPACT LIMITED

(Exact name of registrant as specified in its charter)


Bermuda* (State or other jurisdiction of incorporation or organization)	8742 (Primary Standard Industrial Classification Code Number)	98-0533350 (I.R.S. Employer Identification No.)

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

(441) 298-3300

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

Sydney B. Schaub

Genpact LLC

521 Fifth Avenue, 14th Floor

New York, NY 10175

(212) 896-6600

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

Copies to:

Thomas E. Dunn

Daniel J. Cerqueira

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth Avenue

New York, New York 10001

(212) 474-1000

Approximate date of commencement of proposed sale of the securities to the public: After this Registration Statement becomes effective, the proposed domestication described herein is expected to be completed effective on or around March 1, 2027, subject to approval by the Registrant’s shareholders and final approval by the Board of Directors of the Registrant.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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 of 1933, as amended, 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(d) 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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 ☐ (Do not check if a smaller reporting company)			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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Following the effectiveness of this Registration Statement, the Registrant intends, subject to approval by the Registrant’s shareholders and final approval by the Board of Directors of the Registrant, to effect a domestication under Section 388 of the General Corporation Law of the State of Delaware and a discontinuance under Section 132G and 132H of the Companies Act 1981 of Bermuda, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from Bermuda to the State of Delaware.


			Sincerely,

			Balkrishan “BK” Kalra
			President and Chief Executive Officer


			BY ORDER OF OUR BOARD OF DIRECTORS

			Sydney Schaub
			Corporate Secretary
			[—], 2026


			Page
QUESTIONS AND ANSWERS			1
SUMMARY			8
MARKET PRICE AND DIVIDEND INFORMATION			13
RISK FACTORS			14
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			19
ABOUT GENPACT LIMITED			22
PROPOSAL NO. 1 – DOMESTICATION PROPOSAL			23
PROPOSAL NO. 2 – ADJOURNMENT PROPOSAL			48
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION			49
DESCRIPTION OF CAPITAL STOCK			56
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			58
SECURITIES ACT RESTRICTIONS ON RESALE OF GENPACT DELAWARE COMMON STOCK			60
LEGAL MATTERS			61
EXPERTS			61
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING			62
OTHER MATTERS			64
HOUSEHOLDING OF PROXY MATERIALS			64
WHERE YOU CAN FIND MORE INFORMATION			65
INCORPORATION BY REFERENCE			66
ANNEX A: FORM OF CERTIFICATE OF INCORPORATION			A-1
ANNEX B: FORM OF BYLAWS			B-1