WALDRON JOHN E. 4

What Happened

• John E. Waldron, President & Chief Operating Officer and a Director of Goldman Sachs (GS), had 27,446 performance-based restricted stock units (PSUs) convert to common shares on April 28, 2026.
• Of those shares, 15,178 were withheld to cover tax withholding obligations at $937.81 per share, a withholding value of $14,234,080 (reported as a disposition). The gross value of 27,446 shares at $937.81 is about $25.74M, so the net shares delivered to Waldron were 12,268 (worth roughly $11.51M at the same price).
• The transaction is a delivery of vested PSUs (an award conversion), not an open-market sale or purchase.

Key Details

• Transaction date: April 28, 2026; Form 4 filed April 30, 2026 (timely filing).
• Reported entries: conversion/exercise of derivative (PSUs) for 27,446 shares (code M), and shares withheld for tax (15,178 shares at $937.81, code F) valued at $14,234,080.
• Shares owned after the transaction: not specified in the filing.
• Footnotes: The shares came from PSUs granted Jan 26, 2023 for 2022 compensation and were delivered without payment. These shares generally cannot be sold or transferred before January 2027. The withheld shares satisfy tax withholding obligations.

Context

• This was a vesting/delivery of performance-based restricted stock units (PSUs). The withholding of shares to cover taxes is a common administrative action and is not a market sale signaling intent to exit the position.
• Because the underlying award was a time- and performance-conditioned PSU and the delivered shares are subject to transfer restrictions until January 2027, this is primarily a compensation-related event rather than an investment buy/sell decision.