As filed with the Securities and Exchange Commission on May 20, 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
EAST WEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 95-4703316 (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
135 North Los Robles Ave., 7th Floor, Pasadena, California 91101 (Address of principal executive offices) (Zip Code) | ||||||||||||||||||||||||||
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East West Bancorp, Inc. Amended and Restated Deferred Compensation Plan
(Full title of the plan)
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Christopher J. Del Moral-Niles
Executive Vice President and Chief Financial Officer
East West Bancorp, Inc.
135 North Los Robles Ave., 7th Floor
Pasadena, California 91101
(Name and address of agent for service)
(626) 768-6000
(Telephone number, including area code, of agent for service)
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Copies to:
Matthew C. Franker
Charlotte May
Covington & Burling LLP
One CityCenter
850 Tenth Street, N.W.
Washington, D.C. 20001
(202) 662-6000
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 | ☐ | Emerging growth company | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting 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 on Form S-8 (the “Registration Statement”) is filed by East West Bancorp, Inc. (the “Company”) for the purpose of registering an additional $100,000,000 of deferred compensation obligations (“Obligations”) relating to the East West Bank Amended and Restated Deferred Compensation Plan (the “Plan”). The Company previously registered $50,000,000 of Obligations under the Plan pursuant to the Company’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2024 (File No. 333-283107) (the “Prior Registration Statement”).
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, the contents of the Prior Registration Statement, including any amendments thereto or filings incorporated therein by reference, are incorporated herein by reference and made part of this Registration Statement. Any items in the Prior Registration Statement not expressly changed hereby shall be as set forth in the Prior Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the “Securities Act”) and the introductory note to Part I of Form S-8. The Company will deliver the documents containing the information specified in Part I to the participants in the Plan as required by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available on the SEC’s website at www.sec.gov and on our website at www.eastwestbank.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. However, the information on our website is not incorporated by reference herein, and is not a part of this prospectus, any prospectus supplement or our other filings with the SEC.
The SEC allows us to “incorporate by reference” the information we file with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this registration statement, and information that we subsequently file with the SEC will automatically update and supersede this information. The following documents previously filed with the SEC (File No. 000-24939) pursuant to the Exchange Act are hereby incorporated by reference in this Registration Statement:
•the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026;
•the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 8, 2026;
•the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2026; and
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•the description of the Company’s Common Stock contained in Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27, 2020, together with any amendment or report filed with the SEC for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, but excluding any information furnished to, rather than filed with, the SEC, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated by reference herein will be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein (or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Under the Plan, the Company provides certain executive officers, non-employee directors and highly compensated individuals of the Company (each, a “Participant”) with the opportunity to defer a specified percentage of their eligible compensation, including for Participants who are employees, base salary, bonuses, commissions and certain restricted stock unit awards and performance stock unit awards (and associated dividends), and for Participants who are non-employee directors, director fees and certain restricted stock unit awards (and associated dividends), until a later date. The securities being registered pursuant to this Registration Statement represent unsecured general obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan. The total amount of such obligations is not determinable because the amount will vary depending upon the level of participation by Participants and the amounts of their deferred compensation.
Under the Plan, Participants may make annual irrevocable elections to defer a specified portion of their eligible compensation. The Company will credit an amount equal to the compensation deferred by a Participant to that Participant’s applicable account under the Plan. Account balances consisting of deferrals of cash compensation or cash dividends will be credited with earnings and losses based on the performance of investment funds selected by the Participant from a list of funds designated by the administrator of the Plan. Accounts consisting of deferred equity awards (and associated stock dividends) will be credited with notional shares of the Company’s common stock to a deemed fund that tracks the value thereof. The Company may also elect to make contributions to the Plan on behalf of Participants who are employees. Unless otherwise determined by the administrator of the Plan, Company contributions are made only to Participants who are employees and who have deferred cash compensation under the Plan.
The Plan does not provide for any fixed or guaranteed rate of return on compensation deferred by Participants. The Company does not guarantee the performance of any of the investment options available to Participants under the Plan, nor does it guarantee any minimum return or payments to any Participant, which may be more or less than the amount of compensation that a Participant elected to defer. The benefits distributed under the Plan will be distributed from the general assets of the Company, and Participants and their beneficiaries, heirs or successors will be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations. It is the intention of the Company that the Plan be unfunded for federal tax purposes.
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The Company reserves the right to amend or terminate the Plan at any time. No amendment will decrease the value of a Participant’s vested account balance in existence at the time the amendment is made. In the event of a Plan termination, no new deferral elections will be permitted for the affected Participants and such Participants who are employees will no longer be eligible to receive new contributions of the Company. However, after the Plan termination the account balances of such Participants will continue to be credited with deferrals attributable to any deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with certain federal tax requirements, and additional amounts will continue to be credited or debited to such Participants’ account balances pursuant to the Plan. Subject to the Company’s ability to terminate the Plan, the duration of the Plan is indefinite.
The foregoing is not a complete description of the deferred compensation obligations relating to the Plan and is qualified in its entirety by reference to the terms of the Plan document.
Item 5. Interests of Named Experts and Counsel.
The enforceability of the securities being registered under this Registration Statement has been passed upon for us by Douglas P. Krause, Vice Chairman, Chief Corporate Officer and Interim General Counsel of the Company. As of the date of this Registration Statement, Mr. Krause owns or has the right to acquire an aggregate of less than 1% of the outstanding shares of common stock of the Company.
Item 8. Exhibits.
| Exhibit No. | Description | |||||||
4.1* | ||||||||
4.1.1* | ||||||||
4.1.2* | ||||||||
4.1.3* | ||||||||
4.2* | ||||||||
4.3* | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
24.1 | ||||||||
| 99.1 | ||||||||
| 107 | ||||||||
| * | Incorporated by reference | ||||
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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 Pasadena, State of California, on this 20th day of May, 2026.
| EAST WEST BANCORP, INC. | |||||||||||
| By: | /s/ Christopher J. Del Moral-Niles | ||||||||||
Christopher J. Del Moral-Niles Executive Vice President and Chief Financial Officer | |||||||||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||
| /s/ Dominic Ng | Chairman, Chief Executive Officer and Director (Principal Executive Officer) | May 20, 2026 | ||||||
| Dominic Ng | ||||||||
| /s/ Christopher J. Del Moral-Niles | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | May 20, 2026 | ||||||
| Christopher J. Del Moral-Niles | ||||||||
| /s/ Manuel P. Alvarez* | Director | May 20, 2026 | ||||||
| Manuel P. Alvarez | ||||||||
| /s/ Peter Babej* | Director | May 20, 2026 | ||||||
| Peter Babej | ||||||||
| /s/ Molly C. Campbell* | Director | May 20, 2026 | ||||||
| Molly C. Campbell | ||||||||
| /s/ Archana Deskus* | Director | May 20, 2026 | ||||||
| Archana Deskus | ||||||||
| Director | ||||||||
| Serge Dumont | ||||||||
| /s/ Mark Hutchins* | Director | May 20, 2026 | ||||||
| Mark Hutchins | ||||||||
| /s/ Paul H. Irving* | Director | May 20, 2026 | ||||||
| Paul H. Irving | ||||||||
| /s/ Sabrina Kay* | Director | May 20, 2026 | ||||||
| Sabrina Kay | ||||||||
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| /s/ Jack C. Liu* | Director | May 20, 2026 | ||||||
| Jack C. Liu | ||||||||
| /s/ Lester M. Sussman* | Lead Director | May 20, 2026 | ||||||
| Lester M. Sussman | ||||||||
* Christopher J. Del Moral-Niles, by signing his name hereto, signs this Registration Statement on behalf of the noted individuals, pursuant to a power of attorney duly executed by such persons that is filed as Exhibit 24.1 hereto.
| Dated: May 20, 2026 | By: | /s/ Christopher J. Del Moral-Niles | |||||||||
| Christopher J. Del Moral-Niles | |||||||||||
| Attorney-in-Fact | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
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