8-KCorporate ChangesExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Bylaw Amendment (Sep 18, 2023)

Filed September 18, 2023For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

Goldman Sachs Group, Inc. (GS) has filed an 8-K report detailing significant corporate governance changes related to its preferred stock. Specifically, the company has eliminated its 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J, from its Restated Certificate of Incorporation. This action follows the complete redemption of all outstanding shares of the Series J Preferred Stock on September 14, 2023. Concurrently, Goldman Sachs has also filed an amended Restated Certificate of Incorporation that incorporates the terms of its newly issued 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series W, while also reflecting the elimination of the Series J Preferred Stock. These filings are primarily administrative, confirming the retirement of one class of preferred stock and the formalization of another. For investors, this signals a change in the company's capital structure with respect to preferred equity, replacing an older series with a new one that has different dividend characteristics.

Key Highlights

  • 1Elimination of Series J Preferred Stock: Goldman Sachs has officially removed its 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J, from its corporate charter.
  • 2Redemption of Series J Preferred Stock: All outstanding shares of the Series J Preferred Stock were redeemed on September 14, 2023.
  • 3Amendment of Certificate of Incorporation: A revised Restated Certificate of Incorporation was filed, reflecting the elimination of Series J Preferred Stock.
  • 4Incorporation of Series W Preferred Stock: The amended Restated Certificate of Incorporation also formally includes the terms of the 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series W.
  • 5Administrative Filing: The 8-K filing is primarily an administrative update to reflect changes in the company's preferred stock structure.
  • 6Delaware Corporate Law Compliance: The actions were filed with the Secretary of State of Delaware, adhering to corporate law requirements.

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