Goldman Sachs (NYSE: GS) issues 5.387% subordinated notes due 2041

Rhea-AI Filing Summary

The Goldman Sachs Group, Inc. filed an 8-K describing the issuance of subordinated debt securities under its shelf registration statement on Form S-3. The issuance includes 5.387% Fixed-Rate Reset Subordinated Notes due 2041, adding long-term subordinated funding to the company’s capital structure.

The filing mainly attaches technical exhibits, including the form of the 5.387% notes, a legal opinion from Sullivan & Cromwell LLP on the securities, and the related consent. It also provides iXBRL-formatted cover page data to support electronic reporting requirements.

GOLDMAN SACHS GROUP INC 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II NY false 0000886982 0000886982 2026-02-02 2026-02-02 0000886982 us-gaap:CommonStockMember 2026-02-02 2026-02-02 0000886982 us-gaap:SeriesAPreferredStockMember 2026-02-02 2026-02-02 0000886982 us-gaap:SeriesCPreferredStockMember 2026-02-02 2026-02-02 0000886982 us-gaap:SeriesDPreferredStockMember 2026-02-02 2026-02-02 0000886982 gs:M5.793FixedToFloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIiMember 2026-02-02 2026-02-02 0000886982 gs:FloatingRateNormalAutomaticPreferredEnhancedCapitalSecuritiesOfGoldmanSachsCapitalIiiMember 2026-02-02 2026-02-02 0000886982 gs:MediumTermNotesSeriesFCallableFixedAndFloatingRateNotesDueMarch2031OfGsFinanceCorpMember 2026-02-02 2026-02-02 0000886982 gs:MediumTermNotesSeriesFCallableFixedAndFloatingRateNotesDueMay2031OfGsFinanceCorpMember 2026-02-02 2026-02-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 2, 2026

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		No. 001-14965		No. 13-4019460
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
200 West Street, New York, N.Y.				10282
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (212) 902-1000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Exchange on which registered
Common stock, par value $.01 per share		GS		NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A		GS PrA		NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C		GS PrC		NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D		GS PrD		NYSE
5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II		GS/43PE		NYSE
Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III		GS/43PF		NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due March 2031 of GS Finance Corp.		GS/31B		NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due May 2031 of GS Finance Corp.		GS/31X		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 9.01 Financial Statements and Exhibits.

Exhibits are filed herewith in connection with the issuance of the following subordinated debt securities by The Goldman Sachs Group, Inc. (the “Company”) on February 2, 2026 pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284538) (as amended, the “Registration Statement”):

• $2,500,000,000 5.387% Fixed-Rate Reset Subordinated Notes due 2041 (the “Securities”).

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K and Exhibits 4.1, 5.1 and 23.1 are incorporated by reference into the Registration Statement as exhibits thereto:

4.1		Form of 5.387% Fixed-Rate Reset Subordinated Notes due 2041.
5.1		Opinion of Sullivan & Cromwell LLP relating to the Securities.
23.1		Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1).
101		Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				THE GOLDMAN SACHS GROUP, INC.        (Registrant)
Date: February 2, 2026				By:		/s/ Matthew E. Tropp
				Name:		Matthew E. Tropp
				Title:		Assistant Secretary

FAQ

What does Goldman Sachs (GS) disclose in this 8-K filing?

Goldman Sachs reports the issuance of subordinated debt securities, specifically 5.387% Fixed-Rate Reset Subordinated Notes due 2041. The filing primarily provides supporting exhibits, including the note form, a legal opinion, a consent, and iXBRL-formatted cover page data.

What type of securities did Goldman Sachs (GS) issue on February 2, 2026?

Goldman Sachs issued subordinated debt securities, including 5.387% Fixed-Rate Reset Subordinated Notes due 2041. These notes are issued under the company’s shelf registration statement on Form S-3, allowing it to offer securities to investors using pre-cleared documentation.

Under which registration statement were the new Goldman Sachs (GS) notes issued?

The subordinated notes were issued under Goldman Sachs’ shelf registration statement on Form S-3, File No. 333-284538. A shelf registration allows the company to register various securities in advance and issue them over time as market conditions permit.

Which legal firm provided the opinion for the Goldman Sachs (GS) subordinated notes?

Sullivan & Cromwell LLP provided the legal opinion covering the subordinated debt securities. Their opinion, filed as Exhibit 5.1, addresses the validity of the securities, and their consent is included as Exhibit 23.1 within the same filing package.

What exhibits are included with Goldman Sachs’ (GS) 8-K about the subordinated notes?

The filing includes the form of 5.387% Fixed-Rate Reset Subordinated Notes due 2041, Sullivan & Cromwell LLP’s legal opinion, the related consent, and iXBRL exhibits for the cover page. These materials document the terms and legal validity of the new subordinated securities.

Does the Goldman Sachs (GS) 8-K filing include interactive data?

Yes. The filing includes an Inline XBRL (iXBRL) version of the cover page information and an associated interactive data file. This supports structured electronic reporting, making key cover page details machine-readable for regulators, investors, and data platforms.