Goldman Sachs to Acquire Innovator ETFs, Seeks Shareholder Approval

Innovator Etfs Trust DEF 14A Filing Summary
Field	Detail
Company	Innovator Etfs Trust
Form Type	DEF 14A
Filed Date	Dec 29, 2025
Risk Level	low
Pages	15
Reading Time	18 min
Sentiment	bullish

Sentiment: bullish

Topics: ETF, Acquisition, Goldman Sachs, Innovator ETFs, Proxy Vote, Asset Management, Shareholder Meeting

Related Tickers: GS

TL;DR

**Goldman's Innovator ETF acquisition is a strategic power play, vote YES for stability and scale.**

AI Summary

Innovator ETFs Trust is seeking shareholder approval for a new investment advisory agreement and the election of fourteen new trustees following its acquisition by GSAM Holdings LLC, a subsidiary of The Goldman Sachs Group, Inc. (Goldman). The acquisition, formalized by a membership interest purchase agreement on November 12, 2025, will make Innovator a direct, wholly-owned subsidiary of GSAM Holdings and an indirect, wholly-owned subsidiary of Goldman. This change in control automatically terminates the current investment advisory agreement, necessitating a new one to ensure continuity of services, with no changes to management fees or investment objectives. The board of trustees will expand from four to fourteen members, with thirteen new nominees currently serving on GSAM-managed funds' boards. A special meeting is scheduled for February 24, 2026, for shareholders of record as of December 19, 2025, to vote on these proposals. The Transaction is expected to close in Q2 2026 and aims to benefit shareholders through Goldman's additional resources, greater scale, and broader distribution capabilities.

Why It Matters

This acquisition by Goldman Sachs Asset Management (GSAM) signifies a major consolidation in the ETF market, potentially enhancing Innovator's competitive position through increased resources and distribution reach. For investors, while the investment strategy and fees remain unchanged, the backing of a financial giant like Goldman could instill greater confidence and potentially lead to new product offerings or improved operational efficiencies. Employees at Innovator are expected to retain their positions, ensuring continuity in fund management. The broader market will watch how Goldman integrates Innovator's defined outcome ETF strategies, potentially influencing future product development across the industry.

Risk Assessment

Risk Level: low — The risk level is low because the filing explicitly states that the new investment advisory agreement will not change the services provided by Innovator to any Fund or the management fee paid by the Funds. Additionally, each Fund's investment objective will not change, and current portfolio managers and investment advisory personnel are expected to keep their positions, ensuring operational continuity.

Analyst Insight

Investors should vote in favor of both Proposal 1 (New Investment Advisory Agreement) and Proposal 2 (Election of Nominees) to ensure the seamless transition and potential benefits from Goldman Sachs' backing. The continuity of management and investment objectives, combined with enhanced resources, suggests a positive outlook for the funds.

Financial Highlights

total Assets: Not Disclosed
total Debt: Not Disclosed

Key Numbers

14 — Number of Nominees for Board of Trustees (The board will expand from 4 to 14 members post-acquisition.)
4 — Current Number of Board Members (The current board has 4 members, expanding to 14.)
13 — Number of New Nominees from GSAM (Thirteen of the fourteen nominees currently serve on GSAM-managed fund boards.)
November 12, 2025 — Date of Purchase Agreement (The membership interest purchase agreement was dated November 12, 2025.)
Second Quarter 2026 — Expected Closing of Transaction (The closing of the Transaction is expected in the second quarter of 2026.)
9:00 a.m. Central Time — Time of Special Meeting (The Special Meeting of Shareholders is scheduled for 9:00 a.m. Central Time.)
(866) 210-4338 — Proxy Solicitor Phone Number (Shareholders can call Sodali & Co. for assistance.)

Key Players & Entities

Innovator ETFs Trust (company) — Registrant and subject of the proxy statement
Innovator Capital Management, LLC (company) — Investment adviser to Innovator ETFs Trust, being acquired
GSAM Holdings LLC (company) — Purchaser of Innovator Capital Management, LLC
The Goldman Sachs Group, Inc. (company) — Parent company of GSAM Holdings LLC
Goldman Sachs Asset Management, L.P. (company) — Affiliate of Innovator post-acquisition
H. Bruce Bond (person) — Chief Executive Officer of Innovator Capital Management, LLC
Sodali & Co. (company) — Proxy solicitor for Innovator ETFs Trust
Securities and Exchange Commission (regulator) — Regulatory body overseeing the filing
February 24, 2026 (date) — Date of the Special Meeting of Shareholders
December 19, 2025 (date) — Record Date for voting eligibility

FAQ

Why is Innovator ETFs Trust holding a special meeting for shareholders?

Innovator ETFs Trust is holding a special meeting on February 24, 2026, because Innovator Capital Management, LLC is being acquired by GSAM Holdings LLC, a subsidiary of The Goldman Sachs Group, Inc. This acquisition constitutes a change in control, which automatically terminates the current investment advisory agreement, necessitating shareholder approval for a new agreement and the election of new trustees.

What are the key proposals Innovator ETFs Trust shareholders are voting on?

Shareholders of Innovator ETFs Trust are voting on two key proposals: Proposal 1, the approval of a new investment advisory agreement between the Trust and Innovator Capital Management, LLC, and Proposal 2, the election of fourteen nominees to the board of trustees, expanding the board from four to fourteen members.

How will the acquisition by Goldman Sachs affect Innovator ETFs' investment strategies and fees?

The acquisition by Goldman Sachs is not expected to change Innovator ETFs' investment strategies or management fees. The new investment advisory agreement will maintain the same services and fee structure, and each Fund's investment objective will remain unchanged, ensuring continuity for investors.

Who are the new nominees for the Innovator ETFs Trust board of trustees?

The fourteen nominees for the Innovator ETFs Trust board of trustees include Cheryl K. Beebe, Dwight L. Bush, Kathryn A. Cassidy, John G. Chou, Joaquin Delgado, Eileen H. Dowling, Lawrence Hughes, John F. Killian, Steven D. Krichmar, Michael Latham, Lawrence W. Stranghoener, Gregory G. Weaver, Brian J. Wildman, and James A. McNamara. Thirteen of these nominees currently serve on boards of funds managed by GSAM.

When is the special meeting for Innovator ETFs Trust shareholders?

The special meeting for Innovator ETFs Trust shareholders is scheduled for February 24, 2026, at 9:00 a.m. Central Time, at the offices of Innovator at 200 W. Front Street, Wheaton, Illinois 60187.

What is the record date for voting at the Innovator ETFs Trust special meeting?

The record date for voting at the Innovator ETFs Trust special meeting is December 19, 2025. Shareholders who owned shares of record as of the close of business on this date are entitled to vote.

Will Innovator ETFs' current management team remain after the Goldman Sachs acquisition?

Yes, Innovator ETFs' current portfolio managers, investment sub-advisers, and all other investment advisory personnel of Innovator who currently assist in the management of the Funds are expected to keep their current positions after the Transaction closes.

What are the anticipated benefits of the Goldman Sachs acquisition for Innovator ETFs shareholders?

The Transaction is expected to benefit Innovator ETFs shareholders through Goldman's intention to devote additional resources to Innovator and the Funds. Innovator will also gain greater scale, broader distribution capabilities, and new growth opportunities, potentially leading to economies of scale and additional capabilities.

What happens if shareholders do not approve the new investment advisory agreement for Innovator ETFs?

The filing states that pursuant to the Purchase Agreement, the Transaction's closing is contingent upon shareholders of a specified percentage of the Trust's assets under management approving the New Agreement. If this 'Transaction Threshold' is not reached, the Transaction may not close, potentially impacting the anticipated benefits.

How can Innovator ETFs Trust shareholders vote on the proposals?

Innovator ETFs Trust shareholders can vote by completing and returning their proxy card in the enclosed postage-paid envelope, by telephone, or over the Internet by logging on to the website indicated on their proxy card(s). The proxy solicitor, Sodali & Co., is available at (866) 210-4338 for assistance.

Risk Factors

Change in Control and Advisory Agreement Termination [high — regulatory]: The acquisition by GSAM Holdings LLC will trigger the automatic termination of the current investment advisory agreement. A new agreement is required to ensure continuity of services for the Innovator ETFs Trust funds. Failure to secure shareholder approval for the new agreement could disrupt fund operations.
Board of Trustees Expansion and Nominee Integration [medium — operational]: The board of trustees will expand from 4 to 14 members, with 13 new nominees coming from GSAM-managed funds. Integrating these new members and ensuring smooth governance and decision-making processes will be critical for the Trust's operations.
Integration with Goldman Sachs Asset Management [medium — market]: While the acquisition by Goldman Sachs Group, Inc. is expected to bring benefits like additional resources and scale, the integration process carries inherent risks. Potential challenges include aligning operational strategies, cultural integration, and maintaining investor confidence during the transition.

Industry Context

The ETF industry continues to experience robust growth, driven by demand for low-cost, diversified investment vehicles. Acquisitions and consolidations are common as larger asset managers seek to expand their ETF offerings and market share. This trend is fueled by increasing investor adoption of ETFs across various asset classes and strategies, including actively managed and structured products.

Regulatory Implications

The proposed transaction requires shareholder approval for a new investment advisory agreement, a standard regulatory step following a change in control. The expansion of the board of trustees also falls under governance regulations. Compliance with SEC rules regarding proxy solicitations and disclosures is paramount throughout this process.

What Investors Should Do

Review the proxy materials carefully.
Vote your shares by February 24, 2026.
Contact Sodali & Co. with any questions.

Key Dates

2025-11-12: Membership Interest Purchase Agreement Signed — This agreement formalized the acquisition of Innovator by GSAM Holdings LLC, a subsidiary of Goldman Sachs Group, Inc., initiating the change in control process.
2025-12-19: Record Date for Shareholder Meeting — Shareholders of record on this date are entitled to vote at the special meeting regarding the new advisory agreement and trustee election.
2026-02-24: Special Meeting of Shareholders — Shareholders will vote on the approval of the new investment advisory agreement and the election of fourteen new trustees.
2026-01-01: Proxy Statement Filed — This filing provides detailed information to shareholders about the proposed transaction and the matters to be voted upon at the special meeting.
2026-02-24: Special Meeting of Shareholders — Shareholders will vote on the approval of the new investment advisory agreement and the election of fourteen new trustees.
2026-02-24: Special Meeting of Shareholders — Shareholders will vote on the approval of the new investment advisory agreement and the election of fourteen new trustees.

Glossary

DEF 14A: A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders when a company is seeking shareholder approval for certain actions, such as mergers, acquisitions, or changes in governance. (This document is the proxy statement detailing the proposed acquisition and related shareholder votes for Innovator ETFs Trust.)
Membership Interest Purchase Agreement: A legal contract where one party agrees to buy the membership interests (ownership stakes) of a limited liability company (LLC) from another party. (This is the agreement under which GSAM Holdings LLC is acquiring Innovator Capital Management, LLC.)
Change in Control: A transaction or event that results in a change in the ownership or control of a company, or in its ability to elect directors. (The acquisition by Goldman Sachs constitutes a change in control for Innovator, triggering the termination of the existing advisory agreement.)
Investment Advisory Agreement: A contract between an investment company (like an ETF Trust) and an investment adviser that outlines the terms under which the adviser will manage the company's assets. (A new investment advisory agreement is required due to the change in control and must be approved by shareholders.)
Board of Trustees: The governing body of an investment company, responsible for overseeing the company's operations and protecting shareholder interests. (The composition of the Trust's Board of Trustees is changing significantly, with a large expansion and new nominees from GSAM.)
Proxy Statement: A document that is sent to shareholders before a shareholder meeting, providing information about the matters to be voted on and recommending how to vote. (This DEF 14A filing serves as the proxy statement for the special meeting of Innovator ETFs Trust shareholders.)
Proxy Solicitor: A firm hired by a company to assist in soliciting proxy votes from shareholders for a shareholder meeting. (Sodali & Co. is acting as the proxy solicitor for Innovator ETFs Trust, helping to ensure sufficient shareholder participation.)

Year-Over-Year Comparison

This filing is a proxy statement related to a specific transaction (acquisition by GSAM Holdings LLC) and does not appear to be a routine annual filing. Therefore, a direct comparison of key financial metrics like revenue, net income, or margins to a previous year's filing is not applicable in this context. The focus is on the proposed changes in ownership and governance, and the continuity of investment advisory services.

Filing Stats: 4,423 words · 18 min read · ~15 pages · Grade level 12.3 · Accepted 2025-12-29 17:10:38

Filing Documents

From the Filing

DEF 14A 1 ea0270988-01_def14a.htm FORM DEF 14A As filed with the Securities and Exchange Commission on December 29, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Sec. 240.14a-12 Innovator ETFs ® Trust (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary proxy materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Dear Innovator ETFs ® Trust Shareholder: As Chief Executive Officer of Innovator Capital Management, LLC ( “Innovator” ), investment adviser to the Innovator ETFs ® Trust (the “Trust” ), I am writing to you about an important matter that requires your attention. Innovator has entered into a membership interest purchase agreement, dated November 12, 2025 (the “Purchase Agreement” ), pursuant to which GSAM Holdings LLC, a Delaware limited liability company ( “GSAM Holdings” ), which is a subsidiary of The Goldman Sachs Group, Inc., a Delaware corporation ( “Goldman” ), will purchase all of the issued and outstanding limited liability company interests of Innovator (the “Transaction” ). As a result of the Transaction, Innovator will become a direct, wholly-owned subsidiary of GSAM Holdings and, in this manner, Innovator will ultimately be an indirect, wholly-owned subsidiary of Goldman and an affiliate of Goldman Sachs Asset Management, L.P. ( “GSAM” ). The Transaction, when completed, will constitute a change in control of Innovator and cause the current investment advisory agreement by and between the Trust, on behalf of each Fund (as defined below), and Innovator to automatically terminate. Accordingly, in anticipation of the Transaction closing, we are scheduling a special meeting of shareholders ( “Shareholders” ) of the Trust to be held on February 24, 2026, at 9:00 a.m. Central Time (together with any postponements or adjournments, the “Special Meeting” ) at the offices of Innovator at 200 W. Front Street, Wheaton, Illinois 60187. At the Special Meeting, we are asking Shareholders of the applicable exchange-traded funds that are series of the Trust (each, a “Fund” and collectively, the “Funds” ) and listed on the enclosed Notice of Special Meeting of Shareholders as “Proposal 1 Funds” to approve a new investment advisory agreement by and between the Trust and Innovator, for such Funds (the “New Agreement” ) in an effort to ensure continuity in the operation of the Funds. Importantly, Innovator would continue to manage the Funds under the New Agreement, and the New Agreement will not change the services provided by Innovator to any Fund or the management fee paid by the Funds. In addition, each Fund’s investment objective will not change as a result of the Transaction. As described further in the enclosed proxy materials, each Fund’s current portfolio managers, investment sub-advisers, and all of the other investment advisory personnel of Innovator who currently assist in the management of the Funds, are expected to keep their current positions after the Transaction. The Transaction will not alter the number of shares you own in a Fund. Importantly, the Transaction is expected to benefit Shareholders of the Funds. For example, Goldman intends to devote additional resources to Innovator and the Funds. In addition, following the Transaction, Innovator will be part of an organization with greater scale, broader distribution capabilities and new opportunities to grow, which may produce potential economies of scale and additional capabilities that could benefit Shareholders of the Funds. At the Special Meeting, we are also asking the Shareholders of the Funds listed on the enclosed Notice of the Special Meeting of Shareholders as “Proposal 2 Funds” to elect fourteen (14) nominees (the “Nominees” ) to the board of trustees of the Trust (the “Board” ), whose election would be effective as of the closing of the Transaction, if elected by Shareholders. The Nominees are: Cheryl K. Beebe; Dwight L. Bush; Kathryn A. Cassidy; John G. Chou; Joaquin Delgado; Eileen H. Dowling; Lawrence Hughes; John F. Killian; Steven D. Krichmar; Michael Latham; Lawrence W. Stranghoener; Gregory G. Weaver; Br

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