[8-K] GOLDMAN SACHS GROUP INC Reports Material Event

[8-K] GOLDMAN SACHS GROUP INC Reports Material Event

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Filing Exhibits & Attachments

Rhea-AI Filing Summary

Filing Exhibits & Attachments

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Positive

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8-K Event Classification

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(Moderate)

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(Neutral)

Form Type

8-K

The Goldman Sachs Group, Inc. updated its corporate charter to reflect the retirement of a series of preferred stock. On May 11, 2026, the company filed a Certificate of Elimination in Delaware removing all provisions relating to its 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T. All outstanding shares of this Series T Preferred Stock had been redeemed on May 10, 2026. A Restated Certificate of Incorporation reflecting the elimination of the Series T Preferred Stock and the Certificate of Elimination are included as exhibits to the report.

2 items: 5.03, 9.01

2 items

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 T preferred: 3.80% Series T redemption date: May 10, 2026 Certificate of Elimination filing date: May 11, 2026 +1 more

4 metrics

Dividend rate, Series T preferred 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T

Series T redemption date May 10, 2026 All outstanding Series T preferred shares redeemed

Certificate of Elimination filing date May 11, 2026 Filed with Delaware Secretary of State

Restated Certificate amendment date May 11, 2026 Restated Certificate of Incorporation amended to remove Series T

Certificate of Elimination, Restated Certificate of Incorporation, 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T, Inline eXtensible Business Reporting Language

4 terms

Certificate of Elimination regulatory

"the Company filed a Certificate of Elimination to its Restated Certificate of Incorporation"

Restated Certificate of Incorporation regulatory

"A Restated Certificate of Incorporation reflecting the elimination of its Series T Preferred Stock was filed"

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.

3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T financial

"with respect to its 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T (the “Series T Preferred Stock”)"

Inline eXtensible Business Reporting Language technical

"the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language)"

Understanding 8-K Material Events →

05/12/2026 - 04:18 PM

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): May 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 May 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 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T (the “Series T Preferred Stock”). All outstanding shares of the Series T Preferred Stock were redeemed on May 10, 2026. A copy of the Certificate of Elimination relating to the Series T 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 the elimination of its Series T Preferred Stock was filed with the Secretary of State of the State of Delaware on May 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 T Preferred Stock.

3.2		Restated Certificate of Incorporation of The Goldman Sachs Group, Inc., amended as of May 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.

Source: View Original Filing on SEC EDGAR

6 documents

THE GOLDMAN SACHS GROUP, INC.

(Registrant)

Date: May 12, 2026

/s/ Matthew E. Tropp

Matthew E. Tropp

Assistant Secretary