As filed with the Securities and Exchange Commission on June 30, 2026

Registration No. 333-

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

ALGONQUIN POWER & UTILITIES CORP.

(Exact name of registrant as specified in its charter)

 

Performance and Restricted Share Unit Plan for Employees of

Algonquin Power & Utilities Corp. and its Participating Affiliates (Full title of the plan)

 

CT Corporation System

111 Eighth Avenue, New York, NY 10011

(212) 590-9070

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

 

Copy of communications to:

Eric M. Scarazzo, Esq.

John T. Gaffney, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York, United States 10166-0193

(212) 351-4000

 

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.

 

 

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 is filed to register the offer and sale of an additional 22,000,000 of the Registrant’s common shares, no par value, issuable under the Performance and Restricted Share Unit Plan for Employees of Algonquin Power & Utilities Corp. and its Participating Affiliates, as amended (the “Plan”). In accordance with General Instruction E to Form S-8, the Registrant hereby incorporates by reference the Forms S-8 filed by the Registrant with respect to the Plan on September 15, 2016 (No. 333-213648) and June 19, 2017 (No. 333-218810), together with all exhibits filed therewith or incorporated therein by reference.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The following documents filed by the Registrant with the Commission are incorporated by reference herein and shall be deemed to be a part hereof:

 

 

 

 

All subsequent annual reports on Form 40-F filed by the Registrant pursuant to the Exchange Act prior to the termination of this offering will be incorporated by reference into this prospectus as of the date of the filing of such annual reports.  In addition, the Registrant may incorporate by reference into this prospectus subsequent reports on Form 6-K that it furnishes to the Commission prior to the termination of this offering to the extent expressly provided therein.

 

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

 

---

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 Oakville, Province of Ontario, Canada, on June 30, 2026.

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Roderick West and Jennifer Tindale and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and amendments filed pursuant to Rule 462(b) under the Securities Act of 1933) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorneys-in-fact and agent 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, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

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 date indicated.

 

Signature		Title of Capacities	Date
/s/ Roderick West		Chief Executive Officer and Director	June 30, 2026
Roderick West		(principal executive officer)
/s/ Robert J. Stefani		Chief Financial Officer (principal financial officer and principal accounting officer)	June 30, 2026
Robert J. Stefani
/s/ D. Randy Laney		Director, Chair of the Board	June 30, 2026
D. Randy Laney
/s/ Brett C. Carter		Director	June 30, 2026
Brett C. Carter
/s/ Amee Chande		Director	June 30, 2026
Amee Chande
/s/ David Levenson		Director	June 30, 2026
David Levenson
/s/ Christopher Lopez		Director	June 30, 2026
Christopher Lopez
/s/ Gavin Molinelli		Director	June 30, 2026
Gavin Molinelli
/s/ Dilek L. Samil		Director	June 30, 2026
Dilek L. Samil
/s/ DeAnn Walker		Director	June 30, 2026
DeAnn Walker

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act, this Registration Statement on Form S-8 has been signed below by the undersigned, solely in the capacity as the duly authorized representative of Algonquin Power & Utilities Corp. in the United States, on June 30, 2026.

 

---