Goldman Sachs (NYSE: GS) CLO gets 27,071 vested shares, 14,972 withheld for taxes

Rhea-AI Filing Summary

Goldman Sachs Group Inc. chief legal officer Kathryn H. Ruemmler reported equity compensation activity involving performance-based restricted stock units. On April 28, 2026, 27,071 shares of common stock underlying PSUs granted on January 18, 2023 were delivered to her without any cash payment.

According to the filing, these shares generally cannot be sold or transferred before January 2027. In connection with the delivery, 14,972 shares of common stock were withheld to satisfy tax withholding obligations, meaning there was no open-market sale; the transactions reflect routine vesting and tax settlement of executive compensation.

Insights

Executive compensation analyst

Routine PSU vesting with tax withholding, not an open-market trade.

The filing shows Kathryn H. Ruemmler, chief legal officer of Goldman Sachs Group Inc., receiving 27,071 common shares on April 28, 2026 from performance-based restricted stock units granted on January 18, 2023, with no exercise price.

The disposition of 14,972 shares is coded as an F transaction, indicating shares withheld to cover tax obligations rather than sold in the market. There is no open-market buying or selling, so the activity is best viewed as standard equity compensation vesting rather than a directional signal on the stock.

Insider Trade Summary

27,071 shares exercised/converted

Mixed 3 txns

Insider Ruemmler Kathryn H.

Role Chief Legal Officer, GC

Type	Security	Shares	Price	Value
Exercise	Performance-based Restricted Stock Units	27,071	$0.00	--
Exercise	Common Stock, par value $0.01 per share	27,071	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	14,972	$937.81	$14.04M

Holdings After Transaction: Performance-based Restricted Stock Units — 0 shares (Direct, null); Common Stock, par value $0.01 per share — 45,604 shares (Direct, null)

Footnotes (1)

1. On April 28, 2026, shares of the Issuer's common stock underlying an award of Performance-based Restricted Stock Units ("PSUs") granted on January 18, 2023 in connection with 2022 year-end compensation were delivered to the Reporting Person without the payment of any consideration. These shares generally cannot be sold or transferred before January 2027. 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.

Key Figures

PSU shares delivered: 27,071 shares Shares withheld for taxes: 14,972 shares Tax withholding reference price: $937.81 per share +1 more

4 metrics

PSU shares delivered 27,071 shares Common stock from PSUs delivered on April 28, 2026

Shares withheld for taxes 14,972 shares Common stock withheld to satisfy tax obligations at vesting

Tax withholding reference price $937.81 per share Value used for F-code tax-withholding disposition of common stock

PSU exercise price $0.00 Exercise/conversion price for performance-based restricted stock units

Key Terms

Performance-based Restricted Stock Units, withheld to satisfy withholding obligations, tax-withholding disposition, Exercise or conversion of derivative security

4 terms

Performance-based Restricted Stock Units financial

"shares of the Issuer's common stock underlying an award of Performance-based Restricted Stock Units ("PSUs") granted on January 18, 2023"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

withheld to satisfy withholding obligations financial

"Represents shares of the Issuer's common stock withheld to satisfy withholding obligations in connection with the delivery of the common stock"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Form 4 Insider Transactions: What Each Field Means →

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^*

Ruemmler Kathryn H.

(Last) (First) (Middle)

C/O GOLDMAN SACHS & CO. LLC

200 WEST STREET

(Street)

NEW YORK NEW YORK 10282

(City) (State) (Zip)

UNITED STATES

(Country)

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 Legal Officer, GC

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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

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

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

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	04/28/2026		M		27,071(1)	A	(1)	45,604	D
Common Stock, par value $0.01 per share	04/28/2026		F(2)		14,972	D(2)	$937.81	30,632	D

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)	04/28/2026		M			27,071	(1)	(1)	Common Stock, par value $0.01 per share	27,071	(1)	0	D

Explanation of Responses:

1. On April 28, 2026, shares of the Issuer's common stock underlying an award of Performance-based Restricted Stock Units ("PSUs") granted on January 18, 2023 in connection with 2022 year-end compensation were delivered to the Reporting Person without the payment of any consideration. These shares generally cannot be sold or transferred before January 2027.

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.

Remarks:

	/s/ Jamie A. Greenberg, Attorney-in-fact	04/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Goldman Sachs (GS) report for Kathryn H. Ruemmler?

Goldman Sachs reported that chief legal officer Kathryn H. Ruemmler received 27,071 common shares on April 28, 2026 from vested performance-based restricted stock units granted in January 2023. The shares were delivered without any cash consideration as part of her year-end 2022 compensation package.

Were any Goldman Sachs (GS) shares sold on the open market in this Form 4?

No open-market sales occurred. The 14,972-share disposition is coded as a tax-withholding transaction, meaning shares were withheld by Goldman Sachs to satisfy income tax obligations tied to the PSU vesting, rather than sold by Kathryn Ruemmler into the market.

How many Goldman Sachs (GS) shares vested for Kathryn Ruemmler and at what date?

A total of 27,071 Goldman Sachs common shares vested for Kathryn Ruemmler on April 28, 2026. These shares came from performance-based restricted stock units originally granted on January 18, 2023 in connection with her 2022 year-end compensation award.

Why were 14,972 Goldman Sachs (GS) shares disposed of in this filing?

The 14,972 shares shown as disposed were withheld to cover tax withholding obligations associated with the PSU share delivery. This is a standard mechanism where the company retains part of the vested shares to satisfy taxes instead of the executive paying cash.

Can Kathryn Ruemmler immediately sell the vested Goldman Sachs (GS) shares?

The filing states that the delivered common shares generally cannot be sold or transferred before January 2027. This restriction means Kathryn Ruemmler is effectively required to hold these vested shares for a period following the April 2026 PSU conversion.

What type of equity award did Kathryn Ruemmler hold at Goldman Sachs (GS)?

She held performance-based restricted stock units, or PSUs, that settled into 27,071 Goldman Sachs common shares on April 28, 2026. After the conversion, the derivative PSU position reported in this filing shows zero remaining units, indicating those particular PSUs have fully vested and settled.