Goldman Sachs 8-K: Series U Preferred Redeemed, Terms Eliminated
Goldman Sachs filed an 8-K showing all 3.65% Series U preferred shares were redeemed on August 10 and the series eliminated from its charter on August 11.
NEW YORK — The Goldman Sachs Group disclosed in a Form 8-K filed August 11 that it has redeemed all outstanding shares of its 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series U, and removed the series from its corporate charter. The filing is a short housekeeping document, but a Goldman Sachs 8-K like this one records how a large bank replaces older, lower-coupon capital with new issuance.
What was filed
Under Item 5.03, Goldman reported that on August 11 it filed a certificate of elimination with the Delaware Secretary of State. The certificate removes every provision of the original Series U certificate of designations, which had been filed on July 26, 2021. All outstanding Series U shares were redeemed on August 10, 2026.
The certificate is signed by Carey Halio, the firm’s global treasurer. It cites a unanimous written consent of the board’s securities issuance committee dated July 21, 2026, and records that no Series U shares are outstanding or will be issued under the old designation.
Goldman also filed a restated certificate of incorporation, dated August 11, that reflects two changes: the elimination of Series U and the earlier creation of its 6.500% Series AA preferred stock.
How a series is removed
Under Delaware law, once all shares of a preferred series have been retired and none will be issued, the company can file a certificate of elimination that strips the series’ terms from its charter. The step cleans up the record rather than changing anything for investors, since Series U holders were paid out on August 10.
The two filings together
The July 21 consent that authorized the Series U elimination is dated two days before Goldman filed the Series AA certificate of designations on July 23, and the two are tied together in the restated charter. A 6.500% security was created in the same weeks that a 3.65% security was retired. The 8-K does not describe the two as a refinancing and does not state the Series U redemption amount, so the link is the timing of the documents rather than a stated plan.
Series U was a fixed-rate reset preferred, a structure in which the coupon holds for a set period and then resets off the five-year Treasury rate. Series AA uses the same design, with a 6.500% rate through August 10, 2031.
Why it matters
Preferred stock counts toward a bank’s regulatory capital without diluting common shareholders, and issues are normally redeemed only with regulatory approval where capital rules require it. If Series AA is the successor capital, the gap between a 3.65% coupon and a 6.500% coupon shows how much more the firm pays for this layer than it did in 2021. The filing contains no size or cost figures, so any estimate of the effect on earnings has to wait for quarterly disclosures.
What to watch
Goldman’s third-quarter report will show preferred dividends and the change in preferred equity. Any further redemption notices or restated charter filings would show how the firm is managing the rest of its preferred stack.
Prepared with AI assistance from public sources and reviewed under our editorial policy. Not investment advice.
