DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) of HashiCorp, Inc., a Delaware corporation (the “Registrant”), which were
previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”) and is being filed to deregister any and all securities that remain unsold or otherwise unissued as of the date hereof under each such
Registration Statement:
1. Registration Statement on Form S-8 (File No.
333-261551), filed with the SEC on December 9, 2021, registering (i) 18,330,000 shares of Class A common stock, par value $0.000015 per share (the “Class A common
stock”), reserved for issuance pursuant to the 2021 Equity Incentive Plan (the “2021 Plan”), (ii) 1,900,000 shares of Class A common stock reserved for issuance pursuant to the 2021 Employee Stock Purchase Plan (the
“2021 ESPP”), (iii) 12,733,870 shares of Class A common stock reserved for issuance pursuant to restricted stock unit awards outstanding under the 2014 Stock Plan (the “2014 Plan”) and (iv) 13,803,978 shares of
Class A common stock reserved for issuance pursuant to stock option awards outstanding under the 2014 Plan.
2. Registration Statement on Form S-8 (File No. 333-261552), filed with the SEC on December 9, 2021,
registering 504,867 shares of Class A common stock which were acquired by certain stockholders that are the Registrant’s current or former directors, officers, other employees, and consultants (the “Selling Stockholders”)
pursuant to the 2014 Plan and may be offered from time to time by the Selling Stockholders for their own accounts.
3. Registration Statement on Form S-8 (File No. 333-263862), filed with the SEC on March 25, 2022,
registering (i) 9,108,067 shares of Class A common stock reserved for future issuance pursuant to the 2021 Plan and (ii) 1,821,613 shares of Class A common stock reserved for future issuance pursuant to the 2021 ESPP.
4. Registration Statement on Form S-8 (File No.
333-270864), filed with the SEC on March 27, 2023, registering (i) 9,498,401 shares of Class A common stock reserved for future issuance pursuant to the 2021 Plan and (ii) 1,899,680 shares
of Class A common stock reserved for future issuance pursuant to the 2021 ESPP.
5. Registration Statement on Form
S-8 (File No. 333-278123), filed with the SEC on March 21,
2024, registering (i) 9,962,703 shares of Class A common stock reserved for future issuance pursuant to the 2021 Plan and (ii) 1,992,540 shares of Class A common stock reserved for future issuance pursuant to the 2021 ESPP.
On February 27, 2025, pursuant to an Agreement and Plan of Merger, dated April 24, 2024, by and among International Business Machines Corporation
(“Parent”), McCloud Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned
subsidiary of Parent (the “Merger”).
As a result of the Merger, the Registrant is terminating all offers and sales of its securities
registered pursuant to the Registration Statements and deregistering the remaining shares of Class A common stock (the “Shares”) registered but unsold as of the effective time of the Merger under the Registration Statements, if
any. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares that had been registered for issuance under the Registration
Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration any and all such Shares registered but unsold as of the date hereof under the Registration Statements. The Registration Statements are
hereby amended, as appropriate, to reflect the deregistration of such Shares as of the date hereof and the Registrant hereby terminates the effectiveness of the Registration Statements.
