01—Abstract
Summary
Summary of the 8-K filed January 24, 2025. Cited figures are marked; the original filing is the authoritative source.
Goldman Sachs Group, Inc. (GS) has filed an 8-K report detailing the creation and terms of its new Series Z Preferred Stock.
This new class of preferred stock, specifically the 6.850% Fixed-Rate Reset Non-Cumulative Preferred Stock, was established through a Certificate of Designations filed on January 21, 2025. The liquidation preference for each share of Series Z Preferred Stock is set at $25,000a. This issuance has implications for common stockholders, as the ability of Goldman Sachs to declare or pay dividends on, or purchase, redeem, or acquire shares of its common stock will be restricted if the company fails to meet its dividend obligations on the Series Z Preferred Stock.
These restrictions are detailed within the Certificate of Designations, a key document incorporated by reference into this filing. The report also notes related exhibits concerning the offering and sale of depositary shares representing interests in this new preferred stock.
02—Key points
Key Highlights
- Goldman Sachs has issued Series Z Preferred Stock, a new class of preferred equity.
- The Series Z Preferred Stock carries a fixed dividend rate of 6.850% and is non-cumulative.
- Each share of Series Z Preferred Stock has a liquidation preference of $25,000.
- The issuance of Series Z Preferred Stock imposes restrictions on the company's ability to pay common stock dividends or repurchase common stock if preferred dividends are missed.
- The Certificate of Designations outlining the terms of the Series Z Preferred Stock has been filed and is incorporated by reference.
- Related documents for depositary shares representing interests in the Series Z Preferred Stock are also included.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
This 8-K filing announces the creation and terms of Goldman Sachs' new Series Z Preferred Stock, including its dividend rate, liquidation preference, and the restrictions it places on common stock actions if preferred dividends are not met.
What is the dividend rate and nature of the Series Z Preferred Stock?
The Series Z Preferred Stock has a fixed dividend rate of 6.850% and is non-cumulative, meaning missed dividend payments are not accrued for future payment.
How does the Series Z Preferred Stock affect common stockholders?
If Goldman Sachs fails to pay dividends on the Series Z Preferred Stock, its ability to declare or pay dividends on, or purchase, redeem, or otherwise acquire, shares of its common stock will be restricted.
Where can I find more detailed information about the Series Z Preferred Stock?
Detailed information is available in the Certificate of Designations for the Series Z Preferred Stock, which is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference.
04—Continue