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Goldman Sachs (GS) CEO Solomon gets PSU shares, withholds stock for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GOLDMAN SACHS GROUP INC director and CEO David M. Solomon reported equity compensation activity involving the company’s common stock. On April 28, 2026, 34,017 shares underlying Performance-based Restricted Stock Units granted in January 2023 were delivered to him without any cash payment, and these shares generally cannot be sold or transferred before January 2027. To cover related withholding obligations, 18,812 shares of common stock were withheld, a non-market tax-withholding disposition rather than an open-market sale. Following these transactions, he directly holds 159,544 shares of common stock. An additional 16,171 shares are held through a trust whose sole beneficiaries are his immediate family members, and he disclaims beneficial ownership of those trust-held shares.

Positive

  • None.

Negative

  • None.
Insider SOLOMON DAVID M
Role Chairman of the Board and CEO
Type Security Shares Price Value
Exercise Performance-based Restricted Stock Units 34,017 $0.00 --
Exercise Common Stock, par value $0.01 per share 34,017 $0.00 --
Tax Withholding Common Stock, par value $0.01 per share 18,812 $937.81 $17.64M
holding Common Stock, par value $0.01 per share -- -- --
Holdings After Transaction: Performance-based Restricted Stock Units — 0 shares (Direct, null); Common Stock, par value $0.01 per share — 159,544 shares (Direct, null); Common Stock, par value $0.01 per share — 16,171 shares (Indirect, See footnote)
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 26, 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. Held through a trust, the sole beneficiaries of which are immediate family members of the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares.
PSU shares delivered 34,017 shares Common stock delivered on April 28, 2026 from PSUs granted January 26, 2023
Shares withheld for taxes 18,812 shares Common stock withheld to satisfy withholding obligations tied to PSU delivery
Direct holdings after transaction 159,544 shares Goldman Sachs common stock directly held by David Solomon after reported transactions
Indirect trust-held shares 16,171 shares Shares held through a trust for immediate family members; beneficial ownership disclaimed
Tax withholding reference price $937.81 per share Share value used for 18,812-share tax-withholding disposition on April 28, 2026
Performance-based Restricted Stock Units financial
"shares of the Issuer's common stock underlying an award of Performance-based Restricted Stock Units ("PSUs")"
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
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.
disclaims beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of these shares."
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
SOLOMON DAVID M
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman of the Board and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share04/28/2026M34,017(1)A(1)159,544D
Common Stock, par value $0.01 per share04/28/2026F(2)18,812D(2)$937.81140,732D
Common Stock, par value $0.01 per share16,171ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-based Restricted Stock Units(1)04/28/2026M34,017 (1) (1)Common Stock, par value $0.01 per share34,017(1)0D
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 26, 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 through a trust, 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-fact04/30/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GS CEO David Solomon report on this Form 4?

David Solomon reported delivery of common shares from previously granted performance-based restricted stock units and related tax withholding. He received 34,017 shares at no cash cost and 18,812 shares were withheld to satisfy tax obligations tied to this equity compensation event.

How many Goldman Sachs (GS) shares did David Solomon receive from PSUs?

He received 34,017 shares of Goldman Sachs common stock upon settlement of performance-based restricted stock units granted in January 2023. These shares were delivered without payment of consideration as part of his 2022 year-end compensation package, according to the Form 4 footnotes.

Were any of David Solomon’s GS shares sold in the open market?

The filing shows no open-market sales. Instead, 18,812 shares were withheld by Goldman Sachs to satisfy tax withholding obligations related to the PSU share delivery, which is classified as a tax-withholding disposition rather than a discretionary market sale of stock.

How many Goldman Sachs (GS) shares does David Solomon hold after these transactions?

After the reported transactions, David Solomon directly holds 159,544 shares of Goldman Sachs common stock. The filing also notes 16,171 additional shares held through a trust benefiting his immediate family members, for which he disclaims beneficial ownership.

When can the newly delivered GS shares from PSUs be sold or transferred?

The Form 4 states that the common shares delivered upon settlement of the performance-based restricted stock units generally cannot be sold or transferred before January 2027. This restriction applies to the 34,017 shares received from the PSU award granted in January 2023.

What does it mean that David Solomon disclaims beneficial ownership of certain GS shares?

The filing indicates 16,171 shares are held through a trust whose sole beneficiaries are his immediate family members, and he disclaims beneficial ownership. This means those shares are attributed to the trust’s beneficiaries, not treated as his personal economic stake in Goldman Sachs stock.