Goldman Sachs (NYSE: GS) CFO logs PSU vesting, share withholding for taxes

Rhea-AI Filing Summary

Goldman Sachs Group Inc. Chief Financial Officer Denis P. Coleman reported equity compensation activity involving performance-based restricted stock units (PSUs) and common stock on January 27, 2026. PSUs granted on January 19, 2022 in connection with 2021 year-end compensation converted into 32,676 shares of common stock delivered to him without any cash payment.

To cover tax withholding on this vesting, 12,973 shares of common stock were withheld at a price of $931.86 per share. After these transactions, Coleman directly owned 40,965 shares of Goldman Sachs common stock, with an additional 4,232 shares held through trusts whose sole beneficiaries are his immediate family members; he disclaims beneficial ownership of those trust-held shares. The PSU award was performance-based, and the delivered shares generally cannot be sold or transferred before July 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

COLEMAN DENIS P.

(Last) (First) (Middle)

C/O GOLDMAN SACHS & CO. LLC

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GOLDMAN SACHS GROUP INC [ GS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	01/27/2026		M		32,676	A	(1)	53,938	D
Common Stock, par value $0.01 per share	01/27/2026		F(2)		12,973	D(2)	$931.86	40,965	D
Common Stock, par value $0.01 per share								4,232	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-based Restricted Stock Units	(1)	01/27/2026		M			32,676	(1)	(1)	Common Stock, par value $0.01 per share	32,676	(1)	0	D

Explanation of Responses:

1. On January 27, 2026, shares of the Issuer's common stock underlying an award of Performance-based Restricted Stock Units ("PSUs") granted on January 19, 2022 in connection with 2021 year-end compensation were delivered to the Reporting Person without the payment of any consideration. These shares generally cannot be sold or transferred before July 2026.

2. Represents shares of the Issuer's common stock withheld to satisfy withholding obligations in connection with the delivery of the common stock underlying the PSUs described in footnote 1 above.

3. Held through trusts, the sole beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares.

Remarks:

	/s/ Jamie A. Greenberg, Attorney-in-fact	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did GS CFO Denis P. Coleman report on this Form 4?

Denis P. Coleman reported the delivery of 32,676 Goldman Sachs common shares from previously granted performance-based restricted stock units. The shares were granted for 2021 year-end compensation and settled on January 27, 2026 as part of his equity compensation package.

How many Goldman Sachs (GS) shares did the CFO receive from vested PSUs?

He received 32,676 shares of Goldman Sachs common stock upon vesting and delivery of performance-based restricted stock units. These units were granted on January 19, 2022 in connection with 2021 year-end compensation and converted into shares without any cash consideration paid.

How were taxes handled on Denis P. Coleman’s GS stock delivery?

To satisfy tax withholding obligations, 12,973 Goldman Sachs shares were withheld at a price of $931.86 per share. This withholding reduced the net shares retained while allowing required taxes to be covered directly through share withholding rather than a separate cash payment.

How many Goldman Sachs shares does the CFO own after these transactions?

Following the transactions, Denis P. Coleman directly owned 40,965 Goldman Sachs common shares. Separately, 4,232 additional shares are held through trusts for his immediate family members, and he disclaims beneficial ownership of those trust-held shares under the reported arrangement.

Are the newly delivered GS shares from PSUs immediately saleable by the CFO?

The delivered shares generally cannot be sold or transferred before July 2026. This transfer restriction applies to the common stock received from performance-based restricted stock units, effectively locking up those shares for a period after the January 27, 2026 delivery date.

What are the trust-held Goldman Sachs shares mentioned in the Form 4 footnotes?

The Form 4 notes 4,232 Goldman Sachs shares are held through trusts whose sole beneficiaries are Denis P. Coleman’s immediate family members. He disclaims beneficial ownership of these trust-held shares, indicating they are reported for transparency rather than personal economic ownership.