SEC Form S-8 filed by Unifi Inc. New

As filed with the Securities and Exchange Commission on November 7, 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

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UNIFI, INC.

(Exact name of registrant as specified in its charter)

_________________

_________________

Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan

(Full title of the plan)

_________________

Wesley M. Suttle

Vice President, General Counsel, and Secretary

Unifi, Inc.

7201 West Friendly Avenue

Greensboro, North Carolina 27410

(Name and address of agent for service)

_________________

(336) 294-4410

(Telephone number, including area code, of agent for service)

_________________

Copies to:

Daniel L. Johnson, Jr., Esq.

Moore & Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202-4003

(704) 331-1000

_________________

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.

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

The registrant is filing this registration statement on Form S-8 to register an additional 1,240,000 shares of its common stock, par value $0.10 per share, for issuance under the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan, as amended. The securities registered hereby are of the same class and relate to the same employee benefit plan as those securities registered on the registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on December 21, 2020 (Registration No. 333-251549) and March 20, 2024 (Registration No. 333-278081) (together, the “Prior Registration Statements”). Accordingly, pursuant to General Instruction E to Form S-8, the registrant hereby incorporates by reference herein the contents of the Prior Registration Statements and hereby deems such contents to be a part hereof, except as otherwise updated or modified hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

* 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 Greensboro, State of North Carolina, on this 7th day of November, 2025.

POWER OF ATTORNEY

Each of the undersigned directors and officers of the above-named registrant, by his or her execution hereof, hereby constitutes and appoints Edmund M. Ingle and Andrew J. Eaker, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things for him or her, and in his or her name, place and stead, to execute any and all amendments (including post-effective amendments) to such registration statement and any related registration statement (or amendment thereto) pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, together with all exhibits and schedules thereto and all other documents in connection therewith, with the Securities and Exchange Commission and with such state securities authorities as may be appropriate, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifying and confirming all the acts of said attorneys-in-fact and agents, or any of them, or their substitutes, which they may lawfully do in the premises or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 7th day of November, 2025: