Document

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.

This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register (i) 4,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), of TransUnion (the “Company”) that may be issued under the TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan (the “Incentive Plan”) and (ii) 3,000,000 shares of Common Stock that may be issued under the TransUnion 2015 Employee Stock Purchase Plan, as Amended and Restated (the “ESPP”). In accordance with General Instruction E to Form S-8, the contents of the prior registration statements on Form S-8 (File Nos. 333-205239, 333-236476 and 333-248694) (the “Prior Registration Statements”), previously filed with the Securities and Exchange Commission (the “SEC”) with respect to the Incentive Plan and the contents of the prior registration statement on Form S-8 (File No. 333-205239), previously filed with the SEC with respect to the ESPP, are hereby incorporated by reference to the extent not modified or superseded by the Prior Registration Statements, by the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statements.

On May 2, 2024, the Company’s stockholders approved the amendment and restatement of TransUnion’s Amended and Restated 2015 Omnibus Incentive Plan (the “First A&R Incentive Plan”) to, among other things, increase the number of shares of Common Stock available for issuance from 12,400,000 shares of Common Stock, which were previously authorized for issuance under the First A&R Incentive Plan (the “Carryover Incentive Shares”), to 16,400,000 shares of Common Stock, and extend the term of the First A&R Incentive Plan through the tenth anniversary of the date of such amendment and restatement. The Incentive Plan was approved by TransUnion’s Board of Directors on February 21, 2024, subject to stockholder approval. The Carryover Incentive Shares were previously registered under the Prior Registration Statements.

Also on May 2, 2024, the Company’s stockholders approved the amendment of the ESPP to, among other things, increase the number of shares of Common Stock available for issuance from 2,400,000 shares of Common Stock, which were previously authorized for issuance under the ESPP (the “Carryover ESPP Shares”), to 5,400,000 shares of Common Stock. The amendment to the ESPP was approved by TransUnion’s Board of Directors on February 21, 2024, subject to stockholder approval. The Carryover ESPP Shares were previously registered under the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 25, 2015 (File No. 333-205239).



Exhibit Number						Description of Exhibit

4.1						TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2024).
4.2						Amendment to TransUnion 2015 Employee Stock Purchase Plan, as Amended and Restated (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2024).

5.1						Opinion of Latham & Watkins LLP.

23.1						Consent of Latham & Watkins LLP (included in Exhibit 5.1).

23.2						Consent of PricewaterhouseCoopers LLP.

24.1						Power of Attorney (included in the signature pages hereto).
107						Filing Fee Calculation.

(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 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 volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective 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 Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in this Registration Statement.

where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this 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 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 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 Securities Act and will be governed by the final adjudication of such issue.

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 Chicago, State of Illinois, on June 27, 2024.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Heather J. Russell and Rachel W. Mantz, and each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of resubstitution and substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature

Title

Date

/s/ Christopher A. Cartwright

President & Chief Executive Officer,

June 27, 2024

Christopher A. Cartwright

Director (Principal Executive Officer)

/s/ Todd M. Cello

Executive Vice President, Chief Financial Officer

June 27, 2024

Todd M. Cello

(Principal Financial Officer)

/s/ Jennifer A. Williams

Senior Vice President, Chief Accounting Officer

June 27, 2024

Jennifer A. Williams

(Principal Accounting Officer)

/s/ George M. Awad

Director

June 27, 2024

Dr. George M. Awad

/s/ William P. Bosworth

Director

June 27, 2024

William P. (Billy) Bosworth

/s/ Suzanne P. Clark

Director

June 27, 2024

Suzanne P. Clark

/s/ Hamidou Dia

Director

June 27, 2024

Hamidou Dia

/s/ Russell P. Fradin

Director

June 27, 2024

Russell P. Fradin

/s/ Charles E. Gottdiener

Director

June 27, 2024

Charles E. Gottdiener

/s/ Pamela A. Joseph

Director

June 27, 2024

Pamela A. Joseph

/s/ Thomas L. Monahan, III

Director

June 27, 2024

Thomas L. Monahan, III

/s/ Ravi Kumar Singisetti

Director

June 27, 2024

Ravi Kumar Singisetti

/s/ Linda K. Zukauckas

Director

June 27, 2024

Linda K. Zukauckas

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

TransUnion

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.01 par value per share	457(c) and 457(h)	4,000,000 (2)	$73.14(3)	$292,560,000	0.00014760	$43,181.86
Equity	Common Stock, $0.01 par value per share	457(c) and 457(h)	3,000,000 (4)	$73.14(3)	$219,420,000	0.00014760	$32,386.39
Total Offering Amounts					$511,980,000		$75,568.25
Total Fee Offsets(5)							$ —
Net Fee Due							$75,568.25

__________________

(1)In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)Represents an additional 4,000,000 shares of Common Stock available for future issuance under the TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan.

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The New York Stock Exchange on June 21, 2024.

(4)Represents an additional 3,000,000 shares of Common Stock available for future issuance under the TransUnion 2015 Employee Stock Purchase Plan, as Amended and Restated.

(5)The Registrant does not have any fee offsets.

We have acted as counsel to TransUnion, a Delaware corporation (the “Company”), in connection with the registration by the Company of up to 7,000,000 shares of common stock, par value $0.01 per share (the “Shares”), consisting of (i) 4,000,000 Shares issuable under the TransUnion Second Amended And Restated 2015 Omnibus Incentive Plan (the “Incentive Plan”) and (ii) 3,000,000 Shares that may be issued under the TransUnion 2015 Employee Stock Purchase Plan, as Amended and Restated (the “ESPP” and, together with the Incentive Plan, the “Plans”). The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 27, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipient and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of TransUnion of our report dated February 28, 2024 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in TransUnion's Annual Report on Form 10-K for the year ended December 31, 2023.



Delaware						61-1678417
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)


Item 2.			Registrant Information and Employee Plan Annual Information


Item 3.			Incorporation of Documents by Reference


Item 5.			Interests of Named Experts and Counsel


Item 8.			Exhibits


Item 9.			Undertakings