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Get filing alertsGoldman Sachs raises $25,000 in Series AA preferred stock, modifying common shareholder rights
Filed July 27, 2026 · Period ending July 23, 2026 · ~1 min read
Key Changes
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high
Issued 30,000 shares of Series AA Preferred Stock raising net proceeds; liquidation preference $25,000/share, perpetual, non-cumulative dividends.
Item 3.03 verify on EDGAR → -
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Common shareholders face potential voting dilution: if preferred dividends unpaid for six periods, preferred holders elect two additional directors.
Item 3.03 verify on EDGAR → -
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Dividend rate resets Oct 2031 from fixed to floating; company can redeem shares starting that date or within 90 days of regulatory capital event.
Item 3.03 verify on EDGAR → -
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Common stock dividends and buybacks restricted if company fails to pay Series AA preferred dividends.
Item 5.03 verify on EDGAR →
Summary
Goldman Sachs raised $25,000 through a public offering of 30,000 shares of new Series AA Preferred Stock. The preferred shares carry a annual dividend rate through October 2031, after which the rate resets to a floating rate tied to the five-year Treasury yield plus. The shares are perpetual with a $25,000 liquidation preference and non-cumulative dividends, meaning unpaid dividends do not accumulate.
Common shareholders should understand two material modifications to their rights. First, if Goldman fails to pay preferred dividends for six periods, preferred holders gain the right to elect two additional board members, diluting common shareholder board representation.
Second, any failure to pay preferred dividends blocks the company from paying common dividends or repurchasing common stock until preferred payments resume. These are standard preferred stock protections but represent a subordination of common equity. The company retains flexibility to redeem the preferred stock starting in October 2031 or earlier if regulatory capital treatment changes. The raise strengthens Goldman's capital base through equity rather than debt, though at a cost that will fluctuate with interest rates after the 2031 reset date.
Section-by-Section Diff
Event · Item 3.03 — Material Modification to Rights of Security Holders
Goldman Sachs issued Series AA Preferred Stock, modifying common shareholder voting rights upon certain conversion events.
Added in current filing · verify on EDGAR → · paraphrased
Upon issuance of the Series AA Preferred Stock (as defined in Item 5.03 below), the ability of holders of The Goldman Sachs Group, Inc.'s (the "Company") common stock to elect directors may be modified. If dividends on the Series AA Preferred Stock are not paid in full for six dividend periods (whether or not consecutive), holders of the Series AA Preferred Stock, voting together as a single class with holders of any other series of preferred stock upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of a total of two additional members of the Company's Board of Directors (the "Board"), and the size of the Board will be increased as needed to accommodate such change.
Goldman Sachs issued a new series of preferred stock (Series AA) that grants preferred shareholders special voting rights under certain conditions. If the company fails to pay dividends on this preferred stock for six periods, preferred shareholders gain the right to elect two additional board members, diluting common shareholders' board representation. This is a standard protective provision in preferred stock but represents a material modification to common shareholder rights.
Added in current filing · view on EDGAR → · paraphrased
The Series AA Preferred Stock is redeemable at the Company's option (i) in whole or in part, from time to time, on any dividend payment date on or after October 10, 2031, or (ii) in whole but not in part at any time within 90 days following a regulatory capital treatment event (as defined in the Certificate of Designations), in each case at a redemption price equal to $25,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
Goldman Sachs retains the right to redeem (buy back) the Series AA Preferred Stock under two scenarios: starting October 10, 2031, the company can redeem any or all shares on dividend payment dates; or if there is a regulatory capital treatment event, the company can redeem all shares within 90 days. The redemption price is $25,000 per share plus any declared but unpaid dividends. This optionality benefits the company by allowing it to retire the preferred stock if conditions become favorable.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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”).
Goldman Sachs established a new class of preferred stock with a 6.500% fixed dividend rate that will reset at some future date. The shares have a liquidation preference of $25,000 per share and dividends are non-cumulative, meaning missed dividends do not accumulate. The filing references an offering under an existing shelf registration statement.
Added in current filing · verify on EDGAR →
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.
If Goldman Sachs fails to pay dividends on the new Series AA Preferred Stock, the company will be restricted from paying common stock dividends or repurchasing common shares. This is a standard protective provision for preferred stockholders that subordinates common equity holders to preferred holders in the capital structure.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 28, 2026 · How we verify