8-KShareholder MattersCorporate ChangesExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Rights Modification (Sep 26, 2024)

Filed September 26, 2024For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

Goldman Sachs Group Inc. (GS) has filed an 8-K report detailing the creation and terms of its new 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Y. This new series of preferred stock, with a liquidation preference of $25,000 per share, was established through a Certificate of Designations filed on September 23, 2024. The issuance of this Series Y Preferred Stock introduces specific covenants that will restrict Goldman Sachs' ability to declare or pay dividends on, or repurchase, its common stock if it fails to meet its dividend obligations on the Series Y Preferred Stock. This filing is significant for investors as it outlines potential future limitations on common stock capital allocation. The fixed-rate reset nature of the preferred stock means its dividend rate will adjust over time, and the non-cumulative feature indicates that missed preferred dividends will not accrue. The company also notes that this filing is in connection with the offering and sale of depositary shares representing interests in this new preferred stock, suggesting an active capital markets transaction underway.

Key Highlights

  • 1Goldman Sachs has issued new 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Y.
  • 2The Series Y Preferred Stock has a liquidation preference of $25,000 per share.
  • 3The terms of the Series Y Preferred Stock establish dividend payment requirements and restrictions on common stock dividends/repurchases if preferred dividends are not met.
  • 4The preferred stock is non-cumulative, meaning missed dividends do not accrue.
  • 5The dividend rate is fixed-rate reset, implying future rate adjustments.
  • 6The filing is related to the offering and sale of depositary shares representing interests in this preferred stock.
  • 7Key legal opinions and documentation regarding the preferred stock are being filed.

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