STOCK TITAN

Goldman Sachs (NYSE: GS) creates 6.500% Series AA preferred stock

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Goldman Sachs Group, Inc. established a new class of preferred stock, its 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA, with a liquidation preference of $25,000 per share. The terms are set out in a Certificate of Designations filed in Delaware on July 23, 2026.

Upon issuance of the Series AA Preferred Stock, the ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, Goldman Sachs common stock will be restricted if dividends on the Series AA are not paid, as described in the Certificate of Designations. Additional exhibits cover depositary shares representing interests in the Series AA under an existing Form S-3 registration statement.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Dividend rate, Series AA Preferred Stock 6.500% Fixed-Rate Reset Non-Cumulative dividend on Series AA Preferred Stock
Liquidation preference, Series AA Preferred $25,000 per share Per-share liquidation preference for Series AA Preferred Stock
Rate on existing capital securities 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II
Depositary share interest ratio (other series) 1/1,000th interest per share Each depositary share represents 1/1,000th interest in certain existing preferred stock series
Fixed-Rate Reset Non-Cumulative Preferred Stock financial
"6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA"
Certificate of Designations regulatory
"These restrictions are set forth in the Certificate of Designations"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
depositary shares financial
"offering, issuance and sale of depositary shares representing interests"
Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.
liquidation preference financial
"Series AA, liquidation preference $25,000 per share"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
Inline eXtensible Business Reporting Language technical
"cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language)"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What new security did Goldman Sachs (GS) create in this report?

Goldman Sachs created a 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA. The series is documented in a Certificate of Designations and carries a defined liquidation preference per share within the company’s capital structure.

What is the dividend rate and structure of GS Series AA Preferred Stock?

The Series AA Preferred Stock carries a 6.500% fixed-rate reset, non-cumulative dividend. Non-cumulative means unpaid dividends do not accumulate, and the fixed-rate reset structure allows the rate to reset as specified in the Certificate of Designations.

What restrictions affect GS common stock dividends due to the Series AA Preferred?

If Goldman Sachs fails to pay dividends on its Series AA Preferred Stock, restrictions apply to declaring or paying dividends on, or purchasing, redeeming or otherwise acquiring, its common stock. These limitations are detailed in the Series AA Certificate of Designations.

How are depositary shares used in the Goldman Sachs (GS) Series AA offering?

Depositary shares will represent interests in the Series AA Preferred Stock in connection with its offering, issuance and sale. These depositary shares are issued under Goldman Sachs’ existing registration statement on Form S-3, with related legal opinions and consents filed as exhibits.

When were the terms of Goldman Sachs (GS) Series AA Preferred filed in Delaware?

Goldman Sachs filed the Certificate of Designations for the Series AA Preferred Stock on July 23, 2026 with the Secretary of State of Delaware. This filing formally sets forth the rights, preferences and terms of the new preferred series.

What is the liquidation preference of GS Series AA Preferred Stock?

The Series AA Preferred Stock has a liquidation preference of $25,000 per share. This amount defines what holders are entitled to receive per share before common stock in certain liquidation events, as outlined in the Certificate of Designations.
GOLDMAN SACHS GROUP INC 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II NY false 0000886982 --12-31 0000886982 2026-07-23 2026-07-23 0000886982 us-gaap:CommonStockMember 2026-07-23 2026-07-23 0000886982 gs:SeriesAFloatingRatePreferredStockMember 2026-07-23 2026-07-23 0000886982 gs:SeriesCFloatingRatePreferredStockMember 2026-07-23 2026-07-23 0000886982 gs:SeriesDFloatingRatePreferredStockMember 2026-07-23 2026-07-23 0000886982 gs:M5.793FixedToFloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIi2Member 2026-07-23 2026-07-23 0000886982 gs:FloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIii1Member 2026-07-23 2026-07-23 0000886982 gs:SeriesFMediumTermNotesCallableFixedAndFloatingRateNotesDueMarch2031OfGSFinanceCorpMember 2026-07-23 2026-07-23 0000886982 gs:SeriesFMediumTermNotesCallableFixedAndFloatingRateNotesDueMay2031OfGSFinanceCorpMember 2026-07-23 2026-07-23
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 23, 2026

 

 

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   No. 001-14965   No. 13-4019460
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 West Street, New York, N.Y.   10282
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 902-1000

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  Trading
Symbol
  Exchange
on which
registered
Common stock, par value $.01 per share   GS   NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A   GS PrA   NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C   GS PrC   NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D   GS PrD   NYSE
5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II   GS/43PE   NYSE
Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III   GS/43PF   NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due March 2031 of GS Finance Corp.   GS/31B   NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due May 2031 of GS Finance Corp.   GS/31X   NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 3.03

Material Modification to Rights of Security Holders.

Upon issuance of the Series AA Preferred Stock (as defined in Item 5.03 below), the ability of The Goldman Sachs Group, Inc. (the “Registrant”) to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Registrant fails to pay dividends on its Series AA Preferred Stock. These restrictions are set forth in the Certificate of Designations establishing the terms of the Series AA Preferred Stock, a copy of which is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 23, 2026, the Registrant filed a Certificate of Designations to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the terms of its 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA, liquidation preference $25,000 per share (the “Series AA Preferred Stock”). A copy of the Certificate of Designations relating to the Series AA Preferred Stock is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference.

Additional exhibits are filed herewith in connection with the offering, issuance and sale of depositary shares representing interests in the Registrant’s Series AA Preferred Stock under the Registrant’s Registration Statement on Form S-3 (File No. 333-284538).


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Report on Form 8-K:

 

 3.1 and 4.1    Certificate of Designations of the Registrant relating to the Series AA Preferred Stock.
 4.2    Form of certificate representing the Series AA Preferred Stock.
 5.1    Opinion of Sullivan & Cromwell LLP relating to the depositary shares representing interests in the Registrant’s Series AA Preferred Stock.
23.1    Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1).
101    Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104    Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

THE GOLDMAN SACHS GROUP, INC.

     (Registrant)

Date: July 27, 2026     By:  

/s/ Matthew E. Tropp

    Name:   Matthew E. Tropp
    Title:   Assistant Secretary

Filing Exhibits & Attachments

7 documents