Document

S-8 1 txg-s8_2026.htm S-8 Document

As filed with the Securities and Exchange Commission on February 13, 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

__________________________________

10x Genomics, Inc.

(Exact name of registrant as specified in its charter)

__________________________________


Delaware (State or other jurisdiction of incorporation or organization)						45-5614458 (I.R.S. Employer Identification No.)

6230 Stoneridge Mall Road

Pleasanton, California 94588

(Address of Principal Executive Offices) (Zip Code)

10x Genomics, Inc. 2019 Omnibus Incentive Plan

10x Genomics, Inc. 2019 Employee Stock Purchase Plan

(Full title of the Plans)

Serge Saxonov

Chief Executive Officer

10x Genomics, Inc.

6230 Stoneridge Mall Road

Pleasanton, California 94588

Telephone: (925) 401-7300

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

With copies to:

Sarah B. Axtell, Esq.

Latham and Watkins LLP
140 Scott Drive

Menlo Park, California 94025

(650) 328-4600

__________________________________

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

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth 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. ☐

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional (i) 1,276,913 shares of the registrant’s Class A common stock, par value $0.00001 per share ("Class A Common Stock"), to be issued pursuant to the registrant’s 2019 Employee Stock Purchase Plan (the "ESPP"), and (ii) 6,384,566 shares of the registrant’s Class A Common Stock to be issued pursuant to the registrant’s 2019 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), which are the same class as those securities previously registered on effective registration statements on Form S-8 filed with the Commission on February 13, 2025 (File No. 333-284894) (the "2025 Registration Statement"), February 15, 2024 (File No. 333-277120) (the "2024 Registration Statement"), February 16, 2023 (File No. 333-269837) (the "2023 Registration Statement"), February 18, 2022 (File No. 333-262863) (the “2022 Registration Statement”), March 1, 2021 (File No. 333-253667) (the “2021 Registration Statement) and September 12, 2019 (File No. 333-233720) (the “2019 Registration Statement”), and the contents of the 2019 Registration Statement, 2021 Registration Statement, 2022 Registration Statement, 2023 Registration Statement, 2024 Registration Statement and 2025 Registration Statement, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act of 1933, as amended (the "Securities Act"), are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the registrant pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this registration statement:


			(a)			The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Commission on February 12, 2026;
			(b)			The registrant’s registration statement on Form 8-A (File No. 001-39035) filed with the Commission on September 6, 2019 pursuant to Section 12(b) of the Exchange Act, relating to the registrant’s Class A common stock, as updated by the description of the registrant’s Common Stock contained in Exhibit 4.2 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 16, 2022, and including all other amendments and reports filed for the purpose of updating such description.

All documents that the registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement (except for any portions of the registrant’s current reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the filing of a post-effective amendment to this registration statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, 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 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 which 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.

Item 8. Exhibits.

The following exhibits are filed as part of this registration statement:

Incorporated by Reference

Exhibit
Number

Exhibit Title

Form

File No.

Exhibit

Filing Date

Filed Herewith

3.1

Amended and Restated Certificate of Incorporation of the Registrant.

8‑K

001‑39035

3.1

9/16/2019

3.2

Amended and Restated Bylaws of the Registrant.

8‑K

001‑39035

3.2

11/3/2022

4.1

Amended and Restated 2012 Stock Plan and forms of award agreements thereunder.

S-1/A

333-233361

10.10

9/3/2019

4.2

2019 Omnibus Incentive Plan and forms of award agreements thereunder.

S-1/A

333-233361

10.11

9/3/2019

4.2.1

Form of 2019 Omnibus Incentive Plan Stock Option Award Notice and Agreement.

10-Q

001-39035

10.1.1

10/29/2024

4.2.2

Form of 2019 Omnibus Incentive Plan Restricted Stock Unit Award Notice and Agreement.

10-Q

001-39035

10.1.2

10/29/2024

4.3

2019 Employee Stock Purchase Plan and forms of agreements thereunder.

10-Q

001-39035

10.4

11/12/2019

4.3.1

Form of 2019 Employee Stock Purchase Plan Subscription Agreement.

10-Q

001-39035

10.2.1

10/29/2024

4.3.2

Form of 2019 Employee Stock Purchase Plan Notice of Contribution Percentage Change or Withdrawal Form.

10-K

001-39035

10.6.2

2/16/2023

5.1

Opinion of Latham & Watkins LLP.

23.1

Consent of Latham & Watkins LLP (included as part of Exhibit 5.1).

23.2

Consent of Independent Registered Public Accounting Firm.

24.1

Power of Attorney (included in the signature pages to this registration statement).

107

Filing Fees Table.

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 the City of Pleasanton, State of California, on the 13th day of February, 2026.



10x Genomics, Inc.

By:						/s/ Serge Saxonov
						Name: Serge Saxonov Title: Chief Executive Officer and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Serge Saxonov, Adam S. Taich and Randy Wu, and each of them, 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) to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Serge Saxonov

Chief Executive Officer and Director

February 13, 2026

Serge Saxonov

(Principal Executive Officer)

/s/ Benjamin J. Hindson

President and Director

February 13, 2026

Benjamin J. Hindson

/s/ Adam S. Taich

Chief Financial Officer

February 13, 2026

Adam S. Taich

(Principal Accounting and Financial Officer)

/s/ John R. Stuelpnagel

Chairman of the Board of Directors

February 13, 2026

John R. Stuelpnagel

/s/ Sridhar Kosaraju

Director

February 13, 2026

Sridhar Kosaraju

/s/ Alan Mateo

Director

February 13, 2026

Alan Mateo

/s/ Kim Popovits

Director

February 13, 2026

Kim Popovits

/s/ Shehnaaz Suliman

Director

February 13, 2026

Shehnaaz Suliman

/s/ Sarah Teichmann

Director

February 13, 2026

Sarah Teichmann

SEC Form S-8 filed by 10x Genomics Inc.