SEC Form S-8 filed by Deutsche Bank AG

As filed with the Securities and Exchange Commission on February 10, 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

Deutsche Bank Aktiengesellschaft

(Exact name of Registrant as specified in its charter)

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Full Title of the Plans)
 

DB USA Corporation 

1 Columbus Circle

New York, New York 10019 

Attention: Office of the Secretary

(212) 250-2500 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 is being filed by Deutsche Bank Aktiengesellschaft, a German corporation (the “Registrant”), to register 51,000,000 additional shares to be issued under the plans referred to on the cover hereof (the “Plans”). Pursuant to the Plans, certain employees of the Registrant and its subsidiaries are granted the right to receive ordinary shares, no par value, of the Registrant, subject to the satisfaction of applicable vesting conditions, and, in the case of the Global Share Purchase Plan, are offered such shares for purchase. On February 28, 2018, the Registrant filed with the U.S. Securities and Exchange Commission (“SEC”) Form S-8 Registration Statement (File No. 333-223301) and on December 15, 2023, the Registrant filed with the SEC a Post-Effective Amendment to Form S-8 Registration Statement (File No. 333-223301) (collectively, the “Prior Registration Statements”) relating to ordinary shares issuable to eligible employees of the Registrant under the Plans. The Prior Registration Statements are currently effective. The Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements relating to the Plans, including periodic reports that the Registrant filed after the Prior Registration Statements to maintain current information about the Registrant, are incorporated herein by reference and made part of the Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below and/or the specific exhibits attached hereto.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

SIGNATURES

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 Frankfurt am Main, Germany, as of this 10th day of February 2026.

The Registrant and each person whose signature appears below constitutes and appoints each of Jonathan Blake, Joseph C. Kopec, Mathias Otto, Thomas Rueckert, David Hermes and Andrew Rivas, any two such individuals acting together, his, her or its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him, her or it and in his, her, or its name, place and stead, in any and all capacities, to sign and file any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, 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, any two acting together, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, any two acting together, or their 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 Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of this 10th day of February 2026.