8-KCorporate ChangesExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Bylaw Amendment (May 21, 2021)

Filed May 21, 2021For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

Goldman Sachs Group, Inc. (GS) filed an 8-K report on May 21, 2021, to announce significant amendments to its corporate charter concerning its preferred stock. The primary focus of this filing is the elimination of the Company's 6.30% Non-Cumulative Preferred Stock, Series N, from its Restated Certificate of Incorporation. This action follows the redemption of all outstanding shares of the Series N Preferred Stock on May 19, 2021. Concurrently, Goldman Sachs filed an updated Restated Certificate of Incorporation that includes the terms of its newly established 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T, alongside the removal of the Series N Preferred Stock. For investors, this filing signals a restructuring of the company's preferred equity. The redemption of the Series N Preferred Stock and the introduction of the Series T Preferred Stock indicate a strategic shift in how Goldman Sachs manages its capital structure and preferred share offerings. Investors holding or considering the Series N Preferred Stock will note its complete removal, while those interested in newer preferred issuances should review the terms of the Series T Preferred Stock.

Key Highlights

  • 1Goldman Sachs eliminated its 6.30% Non-Cumulative Preferred Stock, Series N, from its Restated Certificate of Incorporation.
  • 2All outstanding shares of the Series N Preferred Stock were redeemed on May 19, 2021.
  • 3The company filed a Certificate of Elimination with the Delaware Secretary of State for the Series N Preferred Stock.
  • 4A new Restated Certificate of Incorporation was filed, effective May 21, 2021.
  • 5The updated Restated Certificate of Incorporation includes the terms for the 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T.
  • 6This filing signifies a change in the company's preferred stock structure and capital management.

Frequently Asked Questions

The main purpose of this filing is to inform investors about the elimination of the 6.30% Non-Cumulative Preferred Stock, Series N, from Goldman Sachs' corporate charter and the concurrent introduction of the 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T, through an updated Restated Certificate of Incorporation.

All outstanding shares of the Series N Preferred Stock were redeemed on May 19, 2021, and the stock has been formally eliminated from Goldman Sachs' Restated Certificate of Incorporation via a Certificate of Elimination.

The Series T Preferred Stock is a new issuance by Goldman Sachs with a fixed-rate reset feature and a non-cumulative dividend of 3.80%. Its terms are now set forth in the company's updated Restated Certificate of Incorporation.

This filing primarily concerns the preferred stock structure. While changes in capital structure can indirectly affect common shareholders through impacts on financial leverage and earnings per share, this specific filing does not involve any direct changes to common stock rights or issuances.