Goldman Sachs (NYSE: GS) details new debt securities and legal opinions

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

The Goldman Sachs Group, Inc. filed a current report describing the issuance of debt securities on June 3, 2026 under its shelf registration statement on Form S-3 (File No. 333-284538). The filing mainly provides related legal exhibits, including an opinion and consent from Sullivan & Cromwell LLP, and iXBRL cover-page data files.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Fixed-to-floating rate: 5.793%

1 metrics

Fixed-to-floating rate 5.793% Rate on Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II

Key Terms

shelf registration statement, Form S-3, Inline eXtensible Business Reporting Language, Regulation S-T, +1 more

5 terms

shelf registration statement regulatory

"pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284538)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284538)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

Inline eXtensible Business Reporting Language technical

"the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language)"

Regulation S-T regulatory

"Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL"

Opinion of Sullivan & Cromwell LLP financial

"Opinion of Sullivan & Cromwell LLP relating to the Securities"

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Understanding 8-K Material Events →

06/03/2026 - 04:43 PM

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):

June 3, 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 debt securities by The Goldman Sachs Group, Inc. (the “Company”) on June 3, 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 4.972% Fixed/Floating Rate Notes due 2032 (the “2032 Fixed/Floating Rate Securities”)

•

$2,500,000,000 5.425% Fixed/Floating Rate Notes due 2037 (the “2037 Fixed/Floating Rate Securities” and, together with the 2032 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: June 3, 2026	By:	/s/ Matthew E. Tropp
		Name:	Matthew E. Tropp
		Title:	Assistant Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Goldman Sachs (GS) report in its June 3, 2026 Form 8-K?

Goldman Sachs reported the issuance of debt securities on June 3, 2026. The report ties these securities to an existing shelf registration statement on Form S-3 and primarily files supporting legal and technical exhibits, including an opinion of counsel and iXBRL-formatted cover-page data.

Under which registration statement were Goldman Sachs (GS) debt securities issued?

The debt securities were issued pursuant to Goldman Sachs’ shelf registration statement on Form S-3, File No. 333-284538. The 8-K specifies that this registration statement, as amended, provides the framework for the June 3, 2026 issuance described in the accompanying exhibits.

Which key exhibits were filed with Goldman Sachs (GS) June 3, 2026 Form 8-K?

The filing includes Exhibit 5.1, an opinion of Sullivan & Cromwell LLP on the securities, and Exhibit 23.1, their consent. It also includes Exhibit 101 with iXBRL-formatted cover-page information and Exhibit 104, the related cover-page interactive data file.

What role does Sullivan & Cromwell LLP play in the Goldman Sachs (GS) 8-K?

Sullivan & Cromwell LLP provides the legal opinion on the debt securities as Exhibit 5.1. Their consent to use that opinion is filed as Exhibit 23.1, and both are incorporated by reference into the Form S-3 registration statement governing the issuance.

How is iXBRL used in the June 3, 2026 Goldman Sachs (GS) Form 8-K?

The filing states that, under Rule 406 of Regulation S-T, the cover-page information is formatted in Inline eXtensible Business Reporting Language (iXBRL). Exhibit 101 contains this data and Exhibit 104 provides the related cover-page interactive data file for investors and regulators.

Filing Exhibits & Attachments

5 documents