8-K: Goldman Sachs Eliminates Series K Preferred Stock, Restates Incorporation Certificate
Corporate Action
Goldman Sachs has redeemed all outstanding shares of its Series K Preferred Stock and filed a restated certificate of incorporation to reflect this change and the addition of Series X Preferred Stock.
Summary
- Goldman Sachs has eliminated its 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, by redeeming all outstanding shares on May 17, 2024.
- The company filed a Certificate of Elimination with the Secretary of State of Delaware to remove all matters related to the Series K Preferred Stock from its Restated Certificate of Incorporation.
- A Restated Certificate of Incorporation was also filed, reflecting the elimination of Series K and the addition of the 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series X.
- The filing includes exhibits detailing the Certificate of Elimination and the Restated Certificate of Incorporation.
Sentiment
Score: 7
Explanation: The document reflects a routine corporate action, with no indication of positive or negative sentiment. It's a neutral event from an investment perspective.
Industry Context
This action is part of Goldman Sachs' ongoing management of its capital structure, which includes the issuance and redemption of various preferred stock series to optimize its funding and regulatory capital.
Comparison to Industry Standards
- The redemption of preferred stock is a common practice among large financial institutions like Goldman Sachs to manage their capital structure and funding costs.
- Other major banks such as JP Morgan Chase and Bank of America also frequently issue and redeem preferred stock to optimize their capital ratios and meet regulatory requirements.
- The specific terms of the Series K and Series X preferred stock, such as the fixed-to-floating rate and reset features, are typical of preferred stock issuances by large financial institutions.
- The filing of a restated certificate of incorporation is a standard procedure when there are changes to the authorized stock structure of a company.
Stakeholder Impact
- Shareholders of Series K Preferred Stock have received the redemption price for their shares.
- The change in capital structure may have a minor impact on the company's overall financial metrics.
Key Dates
| Date | Description |
|---|---|
| 1998-07-21 | Date of filing of the original certificate of incorporation with the Secretary of State of the State of Delaware. |
| 2005-04-22 | Date of filing of the certificate of designations of Floating Rate Non-Cumulative Preferred Stock, Series A. |
| 2005-10-28 | Date of filing of the certificate of designations of Floating Rate Non-Cumulative Preferred Stock, Series C. |
| 2006-05-23 | Date of filing of the certificate of designations of Floating Rate Non-Cumulative Preferred Stock, Series D. |
| 2007-05-14 | Date of filing of the certificate of designations of Perpetual Non-Cumulative Preferred Stock, Series E and Series F. |
| 2016-07-26 | Date of filing of the certificate of designations of 5.30% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series O. |
| 2017-10-27 | Date of filing of the certificate of designations of 5.00% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series P. |
| 2019-06-14 | Date of filing of the certificate of designations of 5.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Q. |
| 2019-11-14 | Date of filing of the certificate of designations of 4.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series R. |
| 2020-01-27 | Date of filing of the certificate of designations of 4.40% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series S. |
| 2021-04-22 | Date of filing of the certificate of designations of 3.80% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series T. |
| 2021-07-26 | Date of filing of the certificate of designations of 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U. |
| 2021-10-27 | Date of filing of the certificate of designations of 4.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series V. |
| 2023-08-16 | Date of filing of the certificate of designations of 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series W. |
| 2024-04-17 | Date of unanimous written consent of the Securities Issuance Committee to eliminate Series K Preferred Stock. |
| 2024-04-18 | Date of filing of the certificate of designations of 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series X. |
| 2024-05-17 | Date of redemption of all outstanding shares of Series K Preferred Stock and filing of the Certificate of Elimination and Restated Certificate of Incorporation. |
| 2024-05-20 | Date of report signature. |
Keywords
preferred stock, redemption, certificate of incorporation, fixed-to-floating rate, capital structure, goldman sachs, series k, series x
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