8-KCorporate ChangesExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Bylaw Amendment (Oct 24, 2024)

Filed October 24, 2024For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

Goldman Sachs Group Inc. (GS) has filed an 8-K report detailing the elimination of its 5.00% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P. This action follows the redemption of all outstanding shares of this preferred stock on October 21, 2024. The company has filed a Certificate of Elimination with the Delaware Secretary of State to formally remove the Series P Preferred Stock from its Restated Certificate of Incorporation. Furthermore, Goldman Sachs has filed an amended Restated Certificate of Incorporation that incorporates the terms of its newly issued 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Y, while also reflecting the elimination of the Series P Preferred Stock. These filings are standard corporate housekeeping procedures related to capital structure adjustments and do not indicate any immediate operational or financial performance changes for the company.

Key Highlights

  • 1Elimination of 5.00% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P (Series P Preferred Stock) from the Restated Certificate of Incorporation.
  • 2Redemption of all outstanding shares of Series P Preferred Stock occurred on October 21, 2024.
  • 3Filing of a Certificate of Elimination with the Delaware Secretary of State.
  • 4Filing of an amended Restated Certificate of Incorporation on October 23, 2024.
  • 5The amended Restated Certificate of Incorporation also includes the terms of the 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Y.
  • 6These actions represent a formalization of changes to the company's capital structure.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about the formal elimination of Goldman Sachs' Series P Preferred Stock from its corporate charter, following the redemption of all outstanding shares of that series. It also details the amendment of the Restated Certificate of Incorporation to reflect this elimination and the terms of a new preferred stock series.

No, this filing primarily concerns corporate governance and capital structure. The redemption of the Series P Preferred Stock has already occurred, and the subsequent filing is a procedural step to update the company's charter. It does not directly indicate any changes in the company's ongoing financial performance or operational strategy.

The Series Y Preferred Stock is Goldman Sachs' 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock. The amended Restated Certificate of Incorporation now includes the terms and designations for this new series of preferred stock.

Since all outstanding shares of Series P Preferred Stock were redeemed on October 21, 2024, holders of that series would have already received their redemption proceeds. This filing is a formal legal step confirming the stock's elimination from the company's charter.