Goldman Sachs EVP reports PSU vesting and tax withholding

Goldman Sachs Group Inc. executive John F.W.

Rhea-AI Filing Summary

Goldman Sachs Group Inc. executive John F.W. Rogers reported equity compensation activity involving performance-based restricted stock units (PSUs). On April 28, 2026, 21,915 PSUs granted in January 2023 converted into an equal number of common shares delivered to him without any cash payment, and these shares generally cannot be sold or transferred before January 2027. To cover tax withholding obligations on this vesting, 11,105 common shares were withheld. After these transactions, Rogers directly holds 49,817 common shares, while 38,165 shares are held by his spouse and 9,428 shares are held in a trust for his immediate family, for which he disclaims beneficial ownership.

Insider Trade Summary

21,915 shares exercised/converted

Exercise 5 txns

Insider ROGERS JOHN F.W.

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Performance-based Restricted Stock Units	21,915	$0.00	$0.00
Exercise	Common Stock, par value $0.01 per share	21,915	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.01 per share	11,105	$937.81	$10.41M
holding	Common Stock, par value $0.01 per share	--	--	--
holding	Common Stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Performance-based Restricted Stock Units — 0 contracts (Direct); Common Stock, par value $0.01 per share — 49,817 shares (Direct); Common Stock, par value $0.01 per share — 47,593 shares (Indirect, See footnote)

Footnotes (4)

1. F1. 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. F2. 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. F3. Held by the Reporting Person's spouse.
4. F4. Held through a trust, the sole trustee of which is the Reporting Person's spouse and the sole beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares.

Key Figures

PSUs vested: 21,915 shares Shares withheld for taxes: 11,105 shares Direct holdings after transactions: 49,817 shares +3 more

6 metrics

PSUs vested 21,915 shares Performance-based RSUs converting to common stock on April 28, 2026

Shares withheld for taxes 11,105 shares Common shares withheld to satisfy tax obligations on PSU delivery

Direct holdings after transactions 49,817 shares Goldman Sachs common stock held directly by Rogers after April 28, 2026

Spouse-held shares 38,165 shares Goldman Sachs common stock held by Rogers’ spouse

Trust-held shares 9,428 shares Shares in a family trust where Rogers disclaims beneficial ownership

Tax withholding price $937.81 per share Price per share used for 11,105-share tax-withholding disposition

Key Terms

Performance-based Restricted Stock Units, withheld to satisfy withholding obligations, disclaims beneficial ownership

3 terms

Performance-based Restricted Stock Units financial

"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"

disclaims beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of these shares."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GS executive John F.W. Rogers report in this Form 4?

John F.W. Rogers reported the vesting of 21,915 performance-based restricted stock units into Goldman Sachs common shares and related tax withholding. These transactions reflect routine equity compensation, not an open-market purchase or sale, and adjust his reported direct and indirect share holdings.

How many Goldman Sachs (GS) shares vested for John F.W. Rogers?

A total of 21,915 performance-based restricted stock units vested into Goldman Sachs common shares for John F.W. Rogers. The award was originally granted on January 18, 2023 as part of 2022 year-end compensation and was delivered without any cash consideration from him.

How many GS shares were withheld for taxes in Rogers’ Form 4?

The filing shows 11,105 Goldman Sachs common shares were withheld to satisfy tax withholding obligations tied to the PSU share delivery. This tax-withholding disposition reduces the net number of vested shares he retains without representing an open-market sale of stock.

What are John F.W. Rogers’ direct GS share holdings after these transactions?

Following the PSU vesting and related tax withholding, John F.W. Rogers directly holds 49,817 shares of Goldman Sachs common stock. This figure reflects his position after 21,915 shares were delivered from PSUs and 11,105 shares were withheld to meet tax obligations associated with the award.

How are Rogers’ indirect Goldman Sachs (GS) holdings structured?

Indirectly, 38,165 Goldman Sachs shares are held by his spouse and 9,428 shares are held through a trust for immediate family members. The trust is overseen by his spouse as sole trustee, and Rogers expressly disclaims beneficial ownership of the trust-held shares in the filing.

Do the vested GS PSU shares have transfer restrictions for Rogers?

Yes. The filing states that the common shares delivered from the performance-based restricted stock units generally cannot be sold or transferred before January 2027. This restriction limits Rogers’ ability to dispose of these particular shares despite the vesting and delivery having already occurred.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/30/2026 - 04:04 PM Learn about SEC filing dates

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^*

ROGERS JOHN F.W.

(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)
	Executive Vice President

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		21,915(1)	A	(1)	60,922	D
Common Stock, par value $0.01 per share	04/28/2026		F(2)		11,105	D(2)	$937.81	49,817	D
Common Stock, par value $0.01 per share								9,428	I	See footnote(3)
Common Stock, par value $0.01 per share								38,165	I	See footnote(4)

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			21,915	(1)	(1)	Common Stock, par value $0.01 per share	21,915	(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.

3. Held by the Reporting Person's spouse.

4. Held through a trust, the sole trustee of which is the Reporting Person's spouse and 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	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)