Form S-8 Alithya Group inc

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March 25, 2026 5:20 PM EDT

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As filed with the Securities and Exchange Commission on March 25, 2026

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALITHYA GROUP INC.

(Exact name of Registrant as specified in its charter)

Québec, Canada

(State or other jurisdiction of

incorporation or organization)

Not Applicable

(I.R.S. Employer

Identification No.)

700 René-Lévesque Boulevard West,

Suite 400

Montréal, Québec, Canada

(Address of Principal Executive Offices)

H3B 1X8

(Zip Code)

Alithya Group inc. Share Unit Plan

(Full title of the plan)

C T Corporation System

28 Liberty Street

New York, New York, USA 10005

(Name and address of agent for service)

(212) 894-8940

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

Copies to:

David Massé

Antoine Champagne

Stikeman Elliott LLP

1155 René-Lévesque Boulevard West,

41^st Floor

Montréal, Québec, Canada H3B 3V2

(514) 397-3000

Thomas M. Rose

Nicole A. Edmonds

Troutman Pepper Locke LLP

401 9th Street, N.W.
Washington, DC 20004

United States

(202) 274-2950

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 Securities Exchange Act of 1934, as amended.

Large accelerated filer  ¨	Accelerated filer x
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 of 1933, as amended. ¨

Part I — Information Required in the Section 10(a) Prospectus

Item 1.

Plan Information. *

Item 2.

Registrant Information and Employee Plan Annual Information.*

The document(s) containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants, as specified by Rule 428(b)(1) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). Such documents are not required to be, and are not, filed with the United States Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the U.S. Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the U.S. Securities Act.

Part II — Information Required in the Registration Statement

Item 3.

Incorporation of Documents by Reference.

Alithya Group inc. (the “Company”) incorporates by reference in this registration statement the following information:

The Company’s Annual Report on Form 40-F for the fiscal year ended March 31, 2025, filed with the SEC on June 12, 2025;

The Company’s Report on Form 6-K with the financial statements and management’s discussion and analysis for the three and nine months ended December 31, 2025, furnished to the SEC on February 13, 2026;

The Company’s Report on Form 6-K with the financial statements and management’s discussion and analysis for the three and six months ended September 30, 2025, furnished to the SEC on November 14, 2025;

The Company’s Report on Form 6-K with the financial statements and management’s discussion and analysis for the three months ended June 30, 2025, furnished to the SEC on August 13, 2025;

The Company’s Report on Form 6-K with the management information circular for the annual meeting of shareholders held on September 10, 2025, furnished to the SEC on August 6, 2025; and

The description of the Company’s Class A subordinate voting shares contained in its Registration Statement on Form 8-A (File No. 001-38705) filed with the SEC on October 16, 2018 pursuant to Section 12(b) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), together with all amendments and reports filed for the purpose of updating that description.

All other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, are also incorporated herein by reference and shall be a part hereof from the date of the filing or furnishing of such documents.

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Any statement contained herein or in a document all or a portion of which is incorporated or deemed incorporated by reference herein 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 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

In accordance with the provisions of the Business Corporations Act (Québec), the by-laws of the Registrant provide that the Registrant shall indemnify a director or officer, a former director or officer or a person who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity of another group (who is referred to in this document as an indemnifiable person) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the indemnifiable person on the exercise of the person’s functions or arising from any investigative or other proceeding in which the person is involved if: (i) the person acted honestly and loyalty in the interest of the Registrant or other group, and (ii) in the case of a proceeding enforceable by a monetary penalty, the person had reasonable grounds for believing the person’s conduct was lawful. The Registrant shall also advance monies to an indemnifiable person for defense costs, charges and expenses if the person fulfills the above-mentioned requirements and was not judged by a court or any other competent authority to have committed an intentional or gross fault.

Reference is made to Item 9 for the undertakings of the Company with respect to indemnification of liabilities arising under the U.S. Securities Act.

Insofar as indemnification for liabilities arising under the U.S. Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the U.S. Securities Act, and is therefore unenforceable.

II-2

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

The exhibits listed under the caption “Exhibits Index” of this registration statement are incorporated by reference herein.

Item 9.

Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the U.S. Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the U.S. Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the U.S. Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The registrant hereby undertakes that, for purposes of determining any liability under the U.S. Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the U.S. Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the U.S. Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the U.S. Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the U.S. Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the U.S. Securities Act and will be governed by the final adjudication of such issue.

II-4

EXHIBIT INDEX

Exhibit No.		Description

4.1		Articles of Incorporation of Alithya Group inc. (incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 6-K furnished to the SEC on November 2, 2018).
4.2		Certificate and Articles of Amendment of Alithya Group inc. (incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 6-K furnished to the SEC on January 2, 2025).
4.3		Form of Specimen Certificate for common shares of Alithya Group inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-4 (File No. 333-227310) filed with the SEC on September 26, 2018).
4.4*		Alithya Group inc. Share Unit Plan.
23.1*		Consent of KPMG LLP.
24.1*		Power of Attorney (included on the signature page of this registration statement).
107*		Filing Fee Table

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the U.S. Securities Act, 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 Montreal, Province of Quebec, Canada, on March 25, 2026.

Alithya Group inc.

By:	/s/ Paul Raymond
	Name:	Paul Raymond
	Title:	President and Chief Executive Officer

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Paul Raymond, Pierre Blanchette, and David Torralbo, or any of them, as his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to prepare, execute and deliver any or all amendments to this registration statement, including post-effective amendments and supplements to this registration statement, registration statements filed pursuant to Rule 429 under the U.S. Securities Act, and any related registration statements necessary to register additional securities, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the SEC, 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 and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the U.S. Securities Act, this registration statement has been signed by the following persons in the capacities indicated on March 25, 2026.

Signatures		Title

/s/ Paul Raymond		President, Chief Executive Officer and Director
Paul Raymond		(Principal Executive Officer)

/s/ Pierre Blanchette		Chief Financial Officer
Pierre Blanchette		(Principal Financial and Accounting Officer)

/s/ Pierre Turcotte		Chairman of the Board of Directors
Pierre Turcotte

/s/ Dana Ades-Landy		Director
Dana Adès-Landy

/s/ André Brosseau		Director
André Brosseau

/s/ Ines Gbegan		Director
Ines Gbegan

/s/ Lucie Martel		Director
Lucie Martel

/s/ Ghyslain Rivard		Director
Ghyslain Rivard

/s/ C. Lee Thomas		Director
C. Lee Thomas

II-7

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the U.S. Securities Act, the undersigned has signed this Form S-8, solely in its capacity as duly authorized representative of Alithya Group inc. in the United States, on March 25, 2026.