8-KShareholder MattersCorporate ChangesExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Rights Modification (Jul 28, 2021)

Filed July 28, 2021For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

Goldman Sachs Group Inc. (GS) filed an 8-K on July 27, 2021, detailing the terms of its newly issued 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U. This filing primarily concerns the establishment of this new preferred stock series and its associated rights and restrictions. A key implication for common stockholders is that the company's ability to declare or pay dividends on, or repurchase, its common stock will be subject to certain restrictions if dividends on the Series U Preferred Stock are not paid. The issuance of the Series U Preferred Stock, with a liquidation preference of $25,000 per share, is part of a broader offering related to depositary shares representing interests in this preferred stock. This move could impact the capital structure and dividend policies of Goldman Sachs. Investors should note the fixed-rate reset feature, implying potential adjustments to the dividend rate over time, and the non-cumulative nature of the preferred dividends, meaning missed payments are not accumulated.

Key Highlights

  • 1Goldman Sachs issued new 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U.
  • 2The Series U Preferred Stock has a liquidation preference of $25,000 per share.
  • 3Issuance of Series U Preferred Stock introduces restrictions on common stock dividends and repurchases if Series U dividends are not paid.
  • 4The filing includes the Certificate of Designations for the Series U Preferred Stock, detailing its terms.
  • 5Associated with an offering of depositary shares representing interests in the Series U Preferred Stock.
  • 6The preferred stock dividends are non-cumulative, meaning missed payments are not carried forward.
  • 7The dividend rate is fixed-rate reset, suggesting potential adjustments to the rate over the life of the security.

Frequently Asked Questions

The primary impact on common shareholders is that Goldman Sachs' ability to pay dividends on, or repurchase, its common stock will be restricted if it fails to pay dividends on the Series U Preferred Stock. This prioritizes the preferred shareholders' dividend payments over common stock distributions.

Non-cumulative means that if Goldman Sachs does not declare and pay the dividend on the Series U Preferred Stock for a particular period, that missed dividend is forfeited and will not accumulate. The company is not obligated to pay it or any future missed dividends later.

'Fixed-rate reset' indicates that the 3.65% dividend rate is not fixed for the entire life of the security. The rate will be reset periodically (the exact timing and mechanism would be detailed in the Certificate of Designations) to a new fixed rate based on market conditions at that time.

This 8-K filing officially documents the creation and terms of the Series U Preferred Stock by filing the Certificate of Designations with the Delaware Secretary of State. It also serves to inform investors about the potential impact on common stock distributions and related exhibits concerning the offering.