COLEMAN DENIS P. 4

4 · GOLDMAN SACHS GROUP INC · Filed Jan 29, 2026

AI-generated summary of this filing

Updated Jan 29, 2026

Goldman Sachs CFO Denis Coleman Receives PSU Shares, Withholds 12,973

What Happened

Denis P. Coleman, Chief Financial Officer of Goldman Sachs Group Inc. (GS), had 32,676 shares of common stock delivered on January 27, 2026 upon conversion of performance-based restricted stock units (PSUs) granted in January 2022. To satisfy tax withholding obligations, 12,973 shares were withheld (disposed) at an indicated price of $931.86, generating $12,089,020. Net shares retained by Coleman from this delivery: approximately 19,703.

Key Details

Transaction date: January 27, 2026; Form 4 filed January 29, 2026 (filed within typical 2-business-day window).
Conversion/exercise code: M (exercise/conversion of derivative — PSUs converted to common stock).
Tax withholding code: F — 12,973 shares withheld to satisfy tax liabilities at $931.86 per share ($12,089,020).
Shares delivered from PSU award: 32,676; net shares retained: ~19,703.
Footnotes:
- F1: These shares came from PSUs granted Jan 19, 2022 for 2021 compensation and were delivered without payment; generally not transferable/sellable before July 2026.
- F2: The 12,973 shares were withheld to satisfy withholding obligations.
- F3: Some holdings are reported as held in trusts for immediate family; the reporting person disclaims beneficial ownership of those trust shares.
Shares owned after transaction: not explicitly stated in the provided filing excerpts.

Context

This was not an open-market purchase or voluntary sale but the scheduled settlement of PSUs and routine tax withholding (a common practice). The conversion/settlement effectively operated like a net settlement: shares were issued and a portion withheld to pay taxes rather than the insider paying cash.
Because the delivered shares generally cannot be sold before July 2026, this transaction does not imply immediate selling pressure.

Form 4

Period: 2026-01-27

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock, par value $0.01 per share
[F1]
2026-01-27+32,676→ 53,938 total
Tax Payment
Common Stock, par value $0.01 per share
[F2]
2026-01-27$931.86/sh−12,973$12,089,020→ 40,965 total
Exercise/Conversion
Performance-based Restricted Stock Units
[F1]
2026-01-27−32,676→ 0 total
→ Common Stock, par value $0.01 per share (32,676 underlying)

Holdings

Footnotes (3)

[F1]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.
[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.
[F3]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.

Signature

/s/ Jamie A. Greenberg, Attorney-in-fact|2026-01-29

1 file