As filed with the U.S. Securities and Exchange Commission on March 13, 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
MeridianLink, Inc.
(Exact name of registrant as specified in its charter)

Delaware82-4844620
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification Number)
3560 Hyland Avenue, Suite 200
Costa Mesa, CA 92626
(714) 708-6950
(Address of Principal Executive Offices)
2021 Stock Option and Incentive Plan
2021 Employee Stock Purchase Plan
(Full title of the plans)
Nicolaas Vlok
Chief Executive Officer
MeridianLink, Inc.
3560 Hyland Avenue, Suite 200
Costa Mesa, CA 92626
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Bradley C. Weber
Joseph C. Theis, Jr.
Natalie T. Martirossian
Goodwin Procter LLP
601 Marshall Street
Redwood City, CA 94063
(650) 752-3100
Kayla Dailey
General Counsel and Secretary
MeridianLink, Inc.
3560 Hyland Avenue, Suite 200
Costa Mesa, CA 92626
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. ☐


EXPLANATORY NOTE

This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-258206) of the Registrant is effective. Pursuant to General Instruction E, the information contained in the Registrant’s registration statement on Form S-8 (File No. 333-258206) is hereby incorporated by reference and made a part of this Registration Statement, except as presented below in Part II, Item 8. Exhibits.


Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

EXHIBIT INDEX
Exhibit
Number		Description
4.1
4.2
4.3
4.4
5.1*
23.1*
23.2*
24.1*
99.1
99.2
107*
* 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 Costa Mesa, State of California, on March 13, 2025.
MeridianLink, Inc.
By:/s/ Nicolaas Vlok
Nicolaas Vlok
Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nicolaas Vlok, Elias Olmeta, and Kayla Dailey, and each of them singly, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including any post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Nicolaas VlokChief Executive Officer and Director
(Principal Executive Officer)		March 13, 2025
Nicolaas Vlok
/s/ Elias Olmeta
Chief Financial Officer
(Principal Financial and Accounting Officer)		March 13, 2025
Elias Olmeta
/s/ Laurence E. Katz
President and Director
March 13, 2025
Laurence E. Katz
/s/ Edward H. McDermott
Chair of the Board of Directors
March 13, 2025
Edward H. McDermott
/s/ George Jaber
Director
March 13, 2025
George Jaber
/s/ Reema PoddarDirectorMarch 13, 2025
Reema Poddar
/s/ A.J. RohdeDirectorMarch 13, 2025
A.J. Rohde
/s/ Mark SachlebenDirectorMarch 13, 2025
Mark Sachleben
/s/ Duston WilliamsDirectorMarch 13, 2025
Duston Williams
/s/ Yael ZhengDirectorMarch 13, 2025
Yael Zheng


Exhibit 107
CALCULATION OF REGISTRATION FEE
Form S-8 
(Form Type)
MeridianLink, Inc.
(Exact name of Registrant as Specified in its Charter)

Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation RuleAmount Registered(1)Proposed Maximum Offering Price Per Share(2)Maximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon Stock, $0.001 par value per share, 2021 Stock Option and Incentive PlanRule 457(c) and Rule 457(h)3,802,484$18.41$70,003,730.440.0001531$10,717.58
EquityCommon Stock, $0.001 par value per share, 2021 Employee Stock Purchase PlanRule 457(c) and Rule 457(h)760,497$15.65$11,901,778.050.0001531$1,822.17
Total Offering Amounts$81,905,508.49$12,539.75
Total Fees Previously Paid—
Total Fee Offsets—
Net Fee Due$12,539.75


(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), which become issuable under the under the 2021 Stock Option and Incentive Plan and the 2021 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
(2)
The price per share and aggregate offering price are calculated on the basis of (i) $18.41 per share for the shares reserved for future issuance under the 2021 Stock Option and Incentive Plan, which is the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on March 6, 2025, and (ii) $15.65 per share for the shares reserved for future issuance under the 2021 Employee Stock Purchase Plan, which is the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on March 6, 2025, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2021 Employee Stock Purchase Plan. These amounts are set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act.



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Goodwin Procter LLP
601 Marshall St.
Redwood City, CA 94063
goodwinlaw.com
+1 650 752 3100
    Exhibit 5.1
 
March 13, 2024
MeridianLink, Inc.
3560 Hyland Avenue, Suite 200
Costa Mesa, CA 92626
Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 4,562,981 shares (the “Shares”) of common stock, $0.001 par value per share (“Common Stock”), of MeridianLink, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP




Exhibit 23.1

Consent of Independent Registered Public Accounting Firm



MeridianLink, Inc.
Costa Mesa, California

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 13, 2025, relating to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

/s/ BDO USA, P.C.

San Francisco, California
March 13, 2025

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