SEC Form S-8 POS filed by Fortis Inc.

As filed with the Securities and Exchange Commission on June 16, 2025

Registration No. 333-226663

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE

AMENDMENT NO. 3

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FORTIS INC.

(Exact name of registrant as specified in its charter)

Tucson Electric Power Company 401(k) Plan

(Full title of plan)

FortisUS Inc.

c/o The Corporation Trust Company
Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(302) 658-7581

(Name, address and telephone number, including area code, of agent for service) with copies to:

James R. Reid

Executive Vice President, Sustainability and Chief Legal Officer

Fortis Inc.

Fortis Place, Suite 1100

5 Springdale Street

St. John’s, Newfoundland and Labrador, Canada

A1E 0E4

(709) 737-2800

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

This Post-Effective Amendment No. 3 (the “Amendment”) to that certain Registration Statement No. 333-226663 on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 8, 2018, as amended by the Post-Effective Amendment No. 1 to the Registration Statement filed with the Commission on September 3, 2019 and the Post-Effective Amendment No. 2 to the Registration Statement filed with the Commission on December 30, 2024 (together, as amended, the “Registration Statement”), is being filed by Fortis Inc. (the “Registrant”) to amend and supplement Item 3 of the Registration Statement in order to also incorporate by reference into the Registration Statement (i) the annual report on Form 11-K of the Tucson Electric Power Company 401(k) Plan (the “Plan”) previously filed by the Plan with the Commission for the fiscal year ended on December 31, 2023, and (ii) all documents subsequently filed by the Plan after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

1. In addition to, and without limiting, the documents previously incorporated by reference into the Registration Statement, the Registrant and the Plan hereby incorporate by reference into the Registration Statement each of the following documents:

2. The last paragraph of Item 3 of the Registration Statement is hereby amended and restated as follows:

All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “the Exchange Act”) prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing. Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document, which also is, or is deemed to be, incorporated by reference herein, 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 8. Exhibits.

The Exhibit Index attached to this Amendment is incorporated herein by reference as the list of exhibits.

[THE NEXT PAGE IS THE SIGNATURE PAGE]

SIGNATURES

The Registrant. 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 No. 3 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. John’s, Province of Newfoundland and Labrador, Country of Canada, on June 16, 2025.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 has been signed by the following persons in their respective capacities and on the dates indicated

Signature Page to Form S-8 POS

Signature Page to Form S-8 POS

The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tucson, State of Arizona, on June 16, 2025.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Post-Effective Amendment No. 3, solely in the capacity of the duly authorized representative of Fortis Inc. in the United States, on June 16, 2025.

Plan Signature Page to Form S-8 POS

Exhibit Index

* Previously filed