8-KCorporate ChangesExhibits & Filings

GOLDMAN SACHS GROUP INC 8-K Report, Bylaw Amendment (Aug 11, 2026)

Filed August 11, 2026For Securities:GSGS-PAGS-PCGS-PDGSCE

Summary

Goldman Sachs Group, Inc. (GS) has filed an 8-K report on August 11, 2026, detailing amendments to its corporate charter primarily related to its preferred stock. The company has formally eliminated the provisions for its 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U, following the redemption of all outstanding shares of this series on August 10, 2026. This action simplifies the company's capital structure by removing a specific preferred stock class. Concurrently, Goldman Sachs filed an amended Restated Certificate of Incorporation to reflect both the elimination of the Series U Preferred Stock and the terms of its newly established 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA. This filing indicates a strategic adjustment in the company's preferred equity offerings, with the issuance of Series AA preferred stock and the retirement of Series U preferred stock. Investors should note these changes as they impact the company's outstanding capital and future dividend obligations.

Key Highlights

  • 1Goldman Sachs Group, Inc. eliminated its 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U.
  • 2All outstanding shares of Series U Preferred Stock were redeemed on August 10, 2026.
  • 3A Certificate of Elimination for Series U Preferred Stock was filed with the Delaware Secretary of State.
  • 4The company filed an updated Restated Certificate of Incorporation on August 11, 2026.
  • 5The updated charter reflects the elimination of Series U Preferred Stock.
  • 6The updated charter also incorporates the terms of the new 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the elimination of Goldman Sachs' Series U Preferred Stock from its Restated Certificate of Incorporation, following the redemption of all outstanding shares, and to update the charter to reflect this elimination and the terms of a newly issued Series AA Preferred Stock.

All outstanding shares of the 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U, were redeemed on August 10, 2026. Subsequently, the provisions related to this stock were formally eliminated from the company's Restated Certificate of Incorporation through a Certificate of Elimination filed on August 11, 2026.

The filing mentions the establishment of a new series of preferred stock: the 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA. The terms of this Series AA Preferred Stock are now included in the company's updated Restated Certificate of Incorporation.

This filing indicates a shift in Goldman Sachs' preferred equity. The retirement of Series U Preferred Stock simplifies the capital structure by removing an existing class, while the issuance of Series AA Preferred Stock introduces a new class with different terms and a higher fixed rate, which will impact the company's future dividend obligations and capital composition.