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.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally announce and document the elimination of Goldman Sachs' Series J Preferred Stock from its Restated Certificate of Incorporation, following the redemption of all outstanding shares of that series. It also confirms the inclusion of the terms for the new Series W Preferred Stock.

All outstanding shares of the 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J, were redeemed by Goldman Sachs on September 14, 2023. Consequently, this series of preferred stock has been eliminated from the company's Restated Certificate of Incorporation.

The Series W Preferred Stock is a new class of preferred stock issued by Goldman Sachs with a dividend rate of 7.50% Fixed-Rate Reset Non-Cumulative. Its terms are now formally set forth in the company's amended Restated Certificate of Incorporation.

This filing is primarily an administrative change related to preferred stock. While it alters the capital structure by replacing one class of preferred stock with another, it does not directly impact the rights or ownership of common shareholders, other than the potential indirect effects on financial ratios and dividend capacity associated with the change in preferred stock terms.