EX-4.2 3 d113214dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 THE GOLDMAN SACHS GROUP, INC. Incorporated under the laws of the State of Delaware NUMBER 1 6.500% FIXED RATE RESET NON-CUMULATIVE PREFERRED STOCK, SERIES AA 100,000 CUSIP 38141GF58 SHARES ─────────────────────────────────────────────────────────────────────────────────────────────────────── THIS CERTIFICATE IS TRANSFERRABLE IN NEW YORK, NY This is to certify that is the registered owner of fully paid and non-assessable shares of 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series AA, $0.01 par value and a liquidation preference of $25,000 per share, of the Corporation, transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile signatures of its duly authorized officers. [Signature page follows] Dated: THE GOLDMAN SACHS GROUP, INC. …
Open exhibit ↗Current Report · Items 3.03, 5.03, 9.01 · 8-K
Goldman Sachs Group Inc.
Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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.…
Company context
Goldman Sachs is a leading global financial institution that delivers a broad range of financial services to a large and diversified client base that includes corporations, financial institutions, governments and individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.
Current securities
Recent company filings
- Results of Operations and Financial Condition · Regulation FD DisclosureOct 13, 2026
- FWP - filed by GOLDMAN SACHS GROUP INC regarding GOLDMAN SACHS GROUP INCOct 13, 2026
- FWP - filed by GOLDMAN SACHS GROUP INC regarding GOLDMAN SACHS GROUP INCOct 13, 2026
- FWP - filed by GOLDMAN SACHS GROUP INC regarding GOLDMAN SACHS GROUP INCOct 9, 2026
- FWP - filed by GOLDMAN SACHS GROUP INC regarding GOLDMAN SACHS GROUP INCOct 9, 2026
Disclosure sections
Item 3.03Item 3.03 - Material Modification to Rights
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 5.03Item 5.03 - Amendments to Articles/Bylaws
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).