STOCK TITAN

Goldman Sachs (NYSE: GS) retires Series U and adds Series AA preferred stock

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Goldman Sachs Group, Inc. reports amendments to its charter related to preferred stock. On August 11, 2026, the company filed a Certificate of Elimination with Delaware authorities to remove all matters relating to its 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U, from its Restated Certificate of Incorporation, after all outstanding Series U shares were redeemed on August 10, 2026.

The company also filed a Restated Certificate of Incorporation on August 11, 2026 that reflects the terms of its 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA, as set forth in a Certificate of Designations, and the elimination of the Series U Preferred Stock. Related charter documents are filed as exhibits.

Positive

  • None.

Negative

  • None.
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.
Series U dividend rate 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U
Series AA dividend rate 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA
Series U redemption date August 10, 2026 All outstanding shares of Series U Preferred Stock were redeemed
Charter amendment date August 11, 2026 Certificate of Elimination and Restated Certificate of Incorporation filed with Delaware
Certificate of Elimination regulatory
"the Company filed a Certificate of Elimination to its Restated Certificate of Incorporation"
An official document issued by a public health or regulatory authority stating that a particular disease, contaminant, or hazard has been removed or is no longer present at detectable levels within a defined area or system. For investors, it signals a reduced regulatory risk and potential reopening of economic activity—like a clearance certificate that lets a business or region return to normal operations, which can affect demand, costs, and market confidence.
Certificate of Designations regulatory
"all matters set forth in the Certificate of Designations with respect to its 3.65%"
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.
Restated Certificate of Incorporation regulatory
"A Restated Certificate of Incorporation reflecting (i) the filing of the Company’s Certificate"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
Fixed-Rate Reset Non-Cumulative Preferred Stock financial
"its 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U"
Depositary Shares financial
"Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate"
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.

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FAQ

What did Goldman Sachs (GS) change regarding its preferred stock on August 11, 2026?

Goldman Sachs eliminated all charter provisions for its 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U, and filed a restated charter reflecting the new 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA, and the removal of Series U.

When were Goldman Sachs’ Series U preferred shares fully redeemed?

All outstanding shares of Goldman Sachs’ Series U Preferred Stock were redeemed on August 10, 2026. Following this redemption, the company filed a Certificate of Elimination on August 11, 2026 to remove Series U provisions from its Restated Certificate of Incorporation.

What new preferred stock series does Goldman Sachs (GS) reflect in its restated charter?

The restated charter reflects terms of Goldman Sachs’ 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA. These terms are set forth in a Certificate of Designations filed with the Delaware Secretary of State and incorporated into the Restated Certificate of Incorporation.

What is the purpose of the Certificate of Elimination filed by Goldman Sachs (GS)?

The Certificate of Elimination removes all Series U Preferred Stock provisions from Goldman Sachs’ Restated Certificate of Incorporation. It was filed after all Series U shares were redeemed, formally eliminating that series from the company’s charter documents.

Which exhibits in Goldman Sachs’ (GS) filing relate to the preferred stock changes?

Exhibit 3.1 is the Certificate of Elimination for the Series U Preferred Stock, and Exhibit 3.2 is the Restated Certificate of Incorporation, amended as of August 11, 2026, reflecting Series AA terms and Series U elimination.
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 2026-08-11 2026-08-11 0000886982 us-gaap:CommonStockMember 2026-08-11 2026-08-11 0000886982 gs:SeriesAFloatingRatePreferredStockMember 2026-08-11 2026-08-11 0000886982 gs:SeriesCFloatingRatePreferredStockMember 2026-08-11 2026-08-11 0000886982 gs:SeriesDFloatingRatePreferredStockMember 2026-08-11 2026-08-11 0000886982 gs:M5.793FixedToFloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIi2Member 2026-08-11 2026-08-11 0000886982 gs:FloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIii1Member 2026-08-11 2026-08-11 0000886982 gs:SeriesFMediumTermNotesCallableFixedAndFloatingRateNotesDueMarch2031OfGSFinanceCorpMember 2026-08-11 2026-08-11 0000886982 gs:SeriesFMediumTermNotesCallableFixedAndFloatingRateNotesDueMay2031OfGSFinanceCorpMember 2026-08-11 2026-08-11

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): August 11, 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 5.03

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

On August 11, 2026, the Company filed a Certificate of Elimination to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware eliminating from the Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U (the “Series U Preferred Stock”). All outstanding shares of the Series U Preferred Stock were redeemed on August 10, 2026. A copy of the Certificate of Elimination relating to the Series U Preferred Stock is listed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A Restated Certificate of Incorporation reflecting (i) the filing of the Company’s Certificate of Designations to the 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, and (ii) the elimination of its Series U Preferred Stock was filed with the Secretary of State of the State of Delaware on August 11, 2026, and is listed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

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

 

3.1    Certificate of Elimination relating to the Series U Preferred Stock.
3.2    Restated Certificate of Incorporation of The Goldman Sachs Group, Inc., amended as of August 11, 2026.
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: August 11, 2026     By:  

/s/ Matthew E. Tropp

    Name:   Matthew E. Tropp
    Title:   Assistant Secretary

Filing Exhibits & Attachments

6 documents