01—Abstract
Summary
Summary of the 8-K filed July 27, 2026. Cited figures are marked; the original filing is the authoritative source.
Goldman Sachs Group, Inc. (GS) has filed an 8-K to announce the creation and terms of its new 6.500%a Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA.
This new preferred stock has a liquidation preference of $25,000b per share. The issuance of this Series AA Preferred Stock introduces specific restrictions on Goldman Sachs' ability to pay dividends on or repurchase its common stock, contingent upon the timely payment of dividends on the Series AA Preferred Stock. This filing is important for investors as it details a new class of preferred equity that ranks senior to common stock in terms of dividend payments and liquidation preference.
The dividend rate is fixed initially but subject to reset, and the non-cumulative nature means missed dividends are not owed to holders. The associated restrictions on common stock actions highlight the priority given to preferred stockholders, which could impact future shareholder returns on common equity if dividend obligations on the preferred stock are not met.
02—Key points
Key Highlights
- Goldman Sachs issued 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA.
- The Series AA Preferred Stock has a liquidation preference of $25,000 per share.
- Dividends on the Series AA Preferred Stock are non-cumulative.
- Failure to pay dividends on the Series AA Preferred Stock imposes restrictions on Goldman Sachs' ability to pay dividends or repurchase its common stock.
- The company filed a Certificate of Designations with the Secretary of State of Delaware to establish the terms of the Series AA Preferred Stock.
- Additional exhibits include a form of certificate for the preferred stock and legal opinions related to depositary shares representing interests in the preferred stock.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
The primary purpose of this 8-K filing is to formally announce and provide the terms of Goldman Sachs' newly issued 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA, and to detail the resulting implications for the company's common stock dividend and repurchase policies.
How does the Series AA Preferred Stock affect Goldman Sachs' common stock?
The issuance of Series AA Preferred Stock creates restrictions on Goldman Sachs' ability to declare or pay dividends on, or repurchase its common stock, should the company fail to pay dividends on the Series AA Preferred Stock. This prioritizes the preferred stockholders' dividend rights over common stockholders' in such an event.
What does 'non-cumulative' mean for the Series AA Preferred Stock dividends?
Non-cumulative means that if Goldman Sachs misses a dividend payment on the Series AA Preferred Stock, that missed dividend is not accumulated or owed to the preferred stockholders in the future. The company is only obligated to pay dividends when they are declared.
Is the 6.500% dividend rate for the Series AA Preferred Stock fixed indefinitely?
The filing specifies 'Fixed-Rate Reset,' indicating that while the initial rate is 6.500%, this rate is subject to reset at predetermined intervals. The exact reset mechanism and frequency would be detailed in the full Certificate of Designations.
04—Continue