07/27/2026 | Press release | Distributed by Public on 07/27/2026 14:28
| 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).