Goldman Sachs Files 8-K on Preferred Stock Series K

TL;DR

GS filed an 8-K detailing Series K preferred stock and capital securities.

AI Summary

Goldman Sachs Group Inc. filed an 8-K on May 20, 2024, reporting on amendments to its articles of incorporation or bylaws and financial statements. The filing specifically details information regarding its 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, and 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II.

Why It Matters

This filing provides crucial updates on Goldman Sachs' preferred stock offerings, which can impact investors' understanding of the company's capital structure and dividend obligations.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of preferred stock information and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• GOLDMAN SACHS GROUP INC (company) — Filer
• 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K (security) — Preferred Stock Series
• 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II (security) — Capital Securities
• 20240520 (date) — Filing Date

FAQ

Filing Documents

• d818618d8k.htm (8-K) — 41KB
• d818618dex31.htm (EX-3.1) — 8KB
• d818618dex32.htm (EX-3.2) — 869KB
• 0001193125-24-142936.txt ( ) — 1352KB
• gs-20240517.xsd (EX-101.SCH) — 6KB
• gs-20240517_def.xml (EX-101.DEF) — 16KB
• gs-20240517_lab.xml (EX-101.LAB) — 29KB
• gs-20240517_pre.xml (EX-101.PRE) — 18KB
• d818618d8k_htm.xml (XML) — 16KB

From the Filing

8-K 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 17, 2024 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 Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K GS PrK 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. Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 17, 2024, 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 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K (the "Series K Preferred Stock"). All outstanding shares of the Series K Preferred Stock were redeemed on May 17, 2024. A copy of the Certificate of Elimination relating to the Series K 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 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series X, and (ii) the elimination of its Series K Preferred Stock was filed with the Secretary of State of the State of Delaware on May 17, 2024, and is listed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference. Item9.01 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 K Preferred Stock. 3.2 Restated Certificate of Incorporation of The Goldman Sachs Group, Inc., amended as of May 17, 2024. 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 repor

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