[8-K] GOLDMAN SACHS GROUP INC Reports Material Event

Rhea-AI Filing Summary

The Goldman Sachs Group, Inc. filed an 8-K noting the issuance of debt securities on October 21, 2025 under its shelf registration statement on Form S-3 (File No. 333-284538). The company filed exhibits supporting that issuance, including a legal opinion from Sullivan & Cromwell LLP (Exhibit 5.1) and the related consent (Exhibit 23.1), which are incorporated by reference into the registration statement.

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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):

October 21, 2025

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 debt securities by The Goldman Sachs Group, Inc. (the “Company”) on October 21, 2025 pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284538) (as amended, the “Registration Statement”):

• $500,000,000 Floating Rate Notes due 2029 (the “2029 Floating Rate Securities”)

• $2,500,000,000 4.153% Fixed/Floating Rate Notes due 2029 (the “2029 Fixed/Floating Rate Securities”)

• $500,000,000 Floating Rate Notes due 2031 (the “2031 Floating Rate Securities”)

• $3,000,000,000 4.369% Fixed/Floating Rate Notes due 2031 (the “2031 Fixed/Floating Rate Securities”)

• $3,500,000,000 4.939% Fixed/Floating Rate Notes due 2036 (the “2036 Fixed/Floating Rate Securities” and, together with the 2029 Floating Rate Securities, the 2029 Fixed/Floating Rate Securities, the 2031 Floating Rate Securities and the 2031 Fixed/Floating Rate Securities, the “Securities”)

(d) Exhibits

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

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: October 21, 2025				By:		/s/ Matthew E. Tropp
				Name:		Matthew E. Tropp
				Title:		Assistant Secretary

FAQ

What did Goldman Sachs (GS) report in this 8-K?

It reported the issuance of debt securities on October 21, 2025 under its Form S-3 shelf.

Which registration statement covers the issuance for GS?

The issuance was made under Form S-3, File No. 333-284538.

What exhibits were filed with the 8-K for GS?

Goldman Sachs filed Exhibit 5.1 (legal opinion) and Exhibit 23.1 (consent).

Who provided the legal opinion for GS’s debt issuance?

The legal opinion (Exhibit 5.1) was provided by Sullivan & Cromwell LLP.

How are the exhibits used in relation to the registration?

Exhibits 5.1 and 23.1 are incorporated by reference into the registration statement.

What is the date of the earliest event reported?

The earliest event date is October 21, 2025.