COLEMAN DENIS P. 4

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.