Unity Software (U) S-8Registration of securities for employees

The 2020 Equity Incentive Plan (the “2020 Plan”) of Unity Software Inc. (the “Registrant”) provides that the total number of shares of the Registrant’s Common Stock (the “Common Stock”) reserved for issuance under the 2020 Plan will automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2021 and ending on (and including) January 1, 2030, in an amount equal to 5% of the total number of shares of Common Stock outstanding on December 31 of the preceding year, or a lesser number of shares determined by the Registrant’s Board of Directors. Accordingly, on January 1, 2023, the number of shares of Common Stock reserved under the 2020 Plan increased by an additional 18,720,848 shares (or 5% of the outstanding shares of Common Stock as of December 31, 2022).

The Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) provides that the total number of shares of Common Stock reserved for issuance under the 2020 ESPP will automatically increase on January 1st of each year for a period of up to ten years, commencing on January 1, 2021 and ending on (and including) January 1, 2030, in an amount equal to the lesser of (i) one percent (1%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year, and (ii) 10,576,183 shares of Common Stock; provided that prior to the date of any such increase, the Registrant’s Board of Directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Accordingly, on January 1, 2023, the number of shares of Common Stock reserved under the 2020 ESPP increased by an additional 3,744,169 shares (or 1% of the outstanding shares of Common Stock as of December 31, 2022).

The Registrant previously registered shares of its Common Stock for issuance under the 2020 Plan and the 2020 ESPP on a Registration Statement on Form S-8 (File No. 333-248882) filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2020 and subsequent Registration Statements on Form S-8 (File Nos. 333-253935 and 333-262905) filed with the SEC on March 5, 2021 and February 22, 2022, respectively (together, the “Prior Forms S-8”).

The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the Registrant or document that is not deemed filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference into this Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Francisco, State of California, on this 27th day of February, 2023.

Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.