DEF 14A of Goldman Sachs Group Inc, Mar 20, 2026

DEF 14A of Goldman Sachs Group Inc

Filed Mar 20, 2026 · FY20250001193125-26-117433

Open on EDGAR

  1. Item 1. Election of Directors

    Item 1. Election of Directors

  2. Item 1. Election of Directors

    | Our Directors |

  3. Board Updates

    Board Updates

  4. Director Retirement

    Director Retirement Pursuant to the retirement age policy set forth in our Corporate Governance Guidelines, which provides that a director will typically retire at the annual meeting following his or her 75th birthday, Lakshmi Mittal will not be standing for re-election and will be retiring from our Board at our 2026 Annual Meeting. We are grateful to Mr. Mittal for his wise counsel, astute judgment and the many contributions he has made to our Board and Committees over his tenure.

  5. Board of Directors’ Qualifications and Experience

    Board of Directors’ Qualifications and Experience Our director nominees have a diversity of experiences and bring to our Board a wide variety of backgrounds, skills, expertise and viewpoints that strengthen their ability to carry out their oversight role on behalf of shareholders.

  6. Board of Directors’ Qualifications and Experience

    | Board Refreshment 5 new independent director nominees in last 5 years ∎ KC McClure ∎ John Hess ∎ Thomas Montag ∎ Kevin Johnson ∎ Kimberley Harris | Nominee Tenure ∎ Average tenure: ~7 years ∎ Median tenure: ~7 years ∎ Tenure range: 1 year to 14+ years ∎ A balanced tenure provides for the institutional knowledge of our longer-tenured directors as well as the fresh perspectives brought by our newer directors | Nominee Demographics(a) ∎ 8 Men ∎ 5 Women ∎ 12 White ∎ 1 Multiracial (Black, White) ∎ 1 Career Military Service | | (a) As self-identified and, where applicable, EEO-1 categories. | | |

  7. Board of Directors’ Qualifications and Experience

    | Core Qualifications and Experiences: All Directors | | | | | | | | | Integrity & business judgment | | | | Demonstrated management & leadership ability | | | | | Strategic thinking | | | | Leadership & expertise in their respective fields | | | | | Risk management (financial & nonfinancial risks) | | | | Extensive experience across public, private or not-for-profit sectors | | | | | Financial literacy | | | | Reputational focus | | | | | Diversity of Skills and Experiences | | | | | | | | | Public company/ corporate governance | 6 directors | Complex/regulated industries | All directors | Financial services industry | 5 directors | Human capital management | 7 directors | | Technology/ cyber threat/ information security | 6 directors | Sustainability | 7 directors | International experience/ established & growth markets | 12 directors | Audit/tax/ accounting/ preparation of financial statements | 4 directors |

  8. Board of Directors’ Qualifications and Experience

    | CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS | | OUR DIRECTORS |

  9. Board of Directors’ Qualifications and Experience

    Further to those skills and experiences highlighted above, our director nominees possess a broad range of additional skills and experiences, including with respect to compliance, financial products, operations and large organization oversight, capital adequacy and deployment, design and evaluation of executive and firmwide compensation programs, succession planning, public policy, government and regulatory affairs, philanthropy (including involvement with educational, charitable and/or community organizations) and the military.

  10. Comprehensive Re-Nomination Process

    Comprehensive Re-Nomination Process

  11. Comprehensive Re-Nomination Process

    | Critically evaluating individual directors and their contributions to our Board is integral to annual re-nomination decisions. |

  12. Comprehensive Re-Nomination Process

    In considering whether to recommend re-nomination of a director for election at our Annual Meeting, our Governance Committee conducts a detailed review, considering factors such as:

  13. Comprehensive Re-Nomination Process

    | ∎ | The extent to which the director’s judgment, skills, qualifications and experience continue to contribute to the success of our Board and our firm; | | ∎ | Feedback from the annual Board and individual director evaluations and related individual discussions between each director and our Lead Director; | | ∎ | Attendance and participation at, and preparation for, Board and Committee meetings; | | ∎ | Independence; | | ∎ | The extent to which the director contributes to our Board’s diverse viewpoints, backgrounds, skills, experiences and expertise; | | ∎ | Shareholder feedback, including the support received at our 2025 Annual Meeting of Shareholders; and | | ∎ | Outside board and other affiliations, including overboarding considerations, time commitments and any actual or perceived conflicts of interest. |

  14. Comprehensive Re-Nomination Process

    Each of our director nominees has been unanimously recommended for election by our Governance Committee and approved and nominated for election by our Board. If elected by our shareholders, our director nominees, each of whom is currently a member of our Board, will serve for a one-year term expiring at our 2027 Annual Meeting of Shareholders. Each director will hold office until their successor has been elected and qualified, or until the director’s earlier resignation or removal. All of our directors must be elected by a majority vote of our shareholders. Pursuant to our By-Laws:

  15. Comprehensive Re-Nomination Process

    | ∎ | A director who fails to receive a majority of FOR votes will be required to tender their resignation to our Board. | | ∎ | Our Governance Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation. |

  16. Comprehensive Re-Nomination Process

    For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see Frequently Asked Questions. Biographical information about our director nominees follows. This information is current as of March 1, 2026 and has been confirmed by each of our director nominees for inclusion in our Proxy Statement. There are no family relationships among any of our director nominees and executive officers.

  17. Comprehensive Re-Nomination Process

    | CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS | | OUR DIRECTORS |

  18. Comprehensive Re-Nomination Process

    | David Solomon, 64 Chairman and CEO Director Since: October 2018 Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): None | Key Experience and Qualifications | | | ∎ Experienced leader across the range of our businesses: With over 25 years of leadership experience at our firm, he develops and drives the firm’s strategy, embodies our Core Values and leverages firm-specific and industry knowledge to lead the firm and its people, including helping to protect and continually reinvest in our firm’s culture ∎ Deep business, operational and industry expertise: Leverages deep familiarity with all aspects of the firm’s businesses to develop, articulate and lead the execution of the firm’s strategic vision, assess attendant risks and guide the firm’s growth, in each case providing his insights to our Board and keeping directors apprised of significant developments in our business and industry ∎ Actively engaged as the primary face of our firm: Committed to engaging with our clients and other external stakeholders, he draws upon his extensive interaction with our clients, investors and other stakeholders to communicate feedback and offer insight and perspective to our Board | | | Career Highlights ∎ Goldman Sachs » Chairman (January 2019 – Present) and Chief Executive Officer (October 2018 – Present) » President and Chief or Co-Chief Operating Officer (January 2017 – September 2018) » Co-Head of the Investment Banking Division (July 2006 – December 2016) » Various positions of increasing seniority, including Global Head of the Financing Group (September 1999 – July 2006) Other Professional Experience and Community Involvement ∎ Chair, Board of Trustees, Hamilton College ∎ Member, Board of Directors, Robin Hood Foundation ∎ Member, Executive Committee, Partnership for New York City ∎ Member, Board of Trustees, NewYork-Presbyterian Hospital ∎ Member, Board of Trustees, Paley Center for Media Education ∎ Graduate of Hamilton College | | David Viniar, 70 Independent Lead Director Director Since: January 2013 GS Committees ∎ Governance (Chair) ∎ Ex-officio member: » Audit » Compensation » Public Responsibilities » Risk Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): Block, Inc. (formerly Square, Inc.) | Key Experience and Qualifications | | | ∎ Strong financial industry leader: With over 10 years of service on our Board, including as Chair of the Risk Committee, as well as his prior service as lead independent director and chair of the audit and risk committee of Block, Inc. (formerly Square, a global technology company), he leverages the breadth of this experience in providing independent oversight as our Lead Director ∎ Deep financial acumen and risk and regulatory expertise: Utilizes his deep financial acumen to provide astute insights into our firm’s multifaceted risks, informing Board and Committee discussions and, where necessary, challenging management with respect thereto ∎ Leadership and governance: Well-respected industry leader with experience in and demonstrated commitment to stakeholder engagement, providing informed perspective and drawing upon feedback in Board discussions | | | Career Highlights ∎ Goldman Sachs » Executive Vice President and Chief Financial Officer (May 1999 – January 2013) » Head of Operations, Technology, Finance and Services Division (December 2002 – January 2013) » Head of the Finance Division and Co-Head of Credit Risk Management and Advisory and Firmwide Risk (December 2001 – December 2002) » Co-Head of Operations, Finance and Resources (March 1999 – December 2001) Other Professional Experience and Community Involvement ∎ Co-Vice Chairman, Board of Directors, Garden of Dreams Foundation ∎ Former Trustee, Union College Education ∎ Graduate of Union College and Harvard Business School |

  19. Comprehensive Re-Nomination Process

    | CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS | | OUR DIRECTORS |

  20. Comprehensive Re-Nomination Process

    | Michele Burns, 68 Independent Director Since: October 2011 GS Committees ∎ Compensation ∎ Governance ∎ Public Responsibilities Other U.S.-Listed Company Directorships ∎ Current: Anheuser-Busch InBev; Circle Internet Group, Inc.; Etsy, Inc. ∎ Former (Past 5 Years): Cisco Systems, Inc. Subsidiary Boards ∎ Goldman Sachs International | Key Experience and Qualifications | | | ∎ Broad public company governance experience: Leverages current and former service on the boards of directors and board committees of other public companies and not-for-profit entities, as well as her prior roles as chair of each of our Audit, Risk and Compensation Committees, to provide insights across Board and Committee discussions ∎ Human capital management and strategic consulting: Draws upon experience and strategic acumen honed during her tenure as former CEO of Mercer LLC ∎ Accounting and the review and preparation of financial statements: Garnered expertise as former CFO of several global public companies | | | Career Highlights ∎ Chief Executive Officer, Retirement Policy Center, sponsored by Marsh & McLennan Companies, Inc. (MMC), a center focused on retirement public policy issues (October 2011 – February 2014) ∎ Chairman and Chief Executive Officer, Mercer LLC, a subsidiary of MMC and a global leader in human resource consulting, outsourcing and investment services (September 2006 – October 2011) ∎ Chief Financial Officer, MMC, a global professional services and consulting firm (March 2006 – September 2006) ∎ Chief Financial Officer, Chief Restructuring Officer and Executive Vice President, Mirant Corporation, an energy company (May 2004 – January 2006) ∎ Executive Vice President and Chief Financial Officer, Delta Air Lines, Inc., an air carrier (including various other positions, January 1999 – April 2004) ∎ Senior Partner and Leader, Southern Regional Federal Tax Practice, Arthur Andersen LLP, an accounting firm (including various other positions, 1981 – 1999) Other Professional Experience and Community Involvement ∎ Advisory Council Member, former Center Fellow and Strategic Advisor, Stanford University Center on Longevity ∎ Former Board Member and Treasurer, Elton John AIDS Foundation Education ∎ Graduate of University of Georgia (including for Masters) | | Mark Flaherty, 66 Independent Director Since: December 2014 GS Committees ∎ Audit ∎ Governance ∎ Risk Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): None | Key Experience and Qualifications | | | ∎ Leadership in investment management industry: Leverages over 20 years of experience in the investment management industry, including at Wellington Management Company, bringing a deep understanding of market dynamics, investment strategies and portfolio management ∎ Perspective on institutional investors’ approach to company performance and corporate governance: Draws on experience gained during his tenure at Wellington and Standish, Ayer and Wood to provide key insights into strategic considerations and long-term value drivers ∎ Risk expertise: Draws upon years of experience in the financial industry to provide informed perspective to our Board and Committees | | | Career Highlights ∎ Wellington Management Company, an investment management company » Vice Chairman (2011 – 2012) » Director of Global Investment Services (2002 – 2012) » Partner, Senior Vice President (2001 – 2012) ∎ Standish, Ayer and Wood, an investment management company » Executive Committee Member (1997 – 1999) » Partner (1994 – 1999) » Director, Global Equity Trading (1991 – 1999) ∎ Director, Global Equity Trading, Aetna, a diversified healthcare benefit company (1987 – 1991) Other Professional Experience and Community Involvement ∎ Former Member, Board of Trustees, Providence College Education ∎ Graduate of Providence College |

  21. Comprehensive Re-Nomination Process

    | CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS | | OUR DIRECTORS |

  22. Comprehensive Re-Nomination Process

    | Kimberley Harris, 55 Independent Director Since: May 2021 GS Committees ∎ Compensation (Chair) ∎ Governance ∎ Public Responsibilities Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): None | Key Experience and Qualifications | | | ∎ Cross-disciplinary legal experience: A leader in the legal field with a differentiated perspective and judgment garnered from working at a global law firm, the U.S. Department of Justice, the White House and as Executive Vice President of Comcast Corporation and General Counsel at NBCUniversal, where she provides legal advice to senior management and oversees the legal function across all NBCUniversal divisions ∎ Government and regulatory affairs: Experience managing complex governmental and regulatory matters, including in the White House Counsel’s office, as well as overseeing global government affairs for NBCUniversal and international government and regulatory affairs for Comcast, supporting the company’s businesses worldwide ∎ Public policy and stakeholder perspectives: Experience both in the public and private sectors advising senior leaders on complex issues of public policy and stakeholder views | | | Career Highlights ∎ Comcast Corporation, a global media and technology company » Executive Vice President, Comcast Corporation (2019 – Present) » General Counsel, NBCUniversal (2013 – Present) ∎ Davis Polk & Wardwell LLP, a global law firm » Partner (2012 – 2013, 2007 – 2009); Counsel (2006 – 2007); Associate (1997 – 2006) ∎ United States Government » White House Counsel’s Office, Principal Deputy Counsel and Deputy Assistant to the President (2011 – 2012); Associate Counsel and Special Assistant to the President (2010) » U.S. Department of Justice, Criminal Division, Senior Counsel to the Assistant Attorney General (2009 – 2010) Other Professional Experience and Community Involvement ∎ President, Board of Directors, Advocates for Children of New York City ∎ Co-Chair, Board of Directors, Brennan Center for Justice at New York University School of Law ∎ Member, Advisory Board, Yale Law School Center for the Study of Corporate Law ∎ Member, Board of Trustees, Mount Sinai Health System Education ∎ Graduate of Harvard College and Yale Law School | | John Hess, 71 Independent Director Since: June 2024 GS Committees ∎ Compensation ∎ Governance ∎ Risk Other U.S.-Listed Company Directorships ∎ Current: Chevron Corporation ∎ Former (Past 5 Years): Hess Corporation; Hess Midstream LP; KKR & Co., Inc. | Key Experience and Qualifications | | | ∎ Strategy development: During his long tenure as CEO of Hess Corporation, led the development and execution of Hess’ strategic transformation ∎ Deep business, operations and global expertise: Experience in driving growth across global markets ∎ Leadership and governance: Draws on many years as a public company Chairman and CEO, as well as experience as a public company director, including at Chevron Corporation and previous service at KKR and Dow Chemical Company | | | Career Highlights ∎ Hess Corporation, a global energy company » Chief Executive Officer (1995 – 2025) » Chairman (1995 – 2013) » Various positions of increasing seniority (1978 – 1995) ∎ Hess Midstream LP, an owner, operator, developer and acquirer of midstream assets » Chairman and Chief Executive Officer (2014 – 2025) Other Professional Experience and Community Involvement ∎ Member, Board of Trustees, The Center for Strategic and International Studies ∎ Member, The Council on Foreign Relations ∎ Member, Board of Directors, Lincoln Center for Performing Arts ∎ Member, Board of Dean’s Advisors, Harvard Business School ∎ Member, Board of Trustees, Mount Sinai Hospital ∎ Member, The Business Council Education ∎ Graduate of Harvard College and Harvard Business School |

  23. Comprehensive Re-Nomination Process

    | CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS | | OUR DIRECTORS |

  24. Comprehensive Re-Nomination Process

    | Kevin Johnson, 65 Independent Director Since: October 2022 GS Committees ∎ Compensation ∎ Governance ∎ Risk & TRiS Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): Starbucks Corporation Subsidiary Boards ∎ Goldman Sachs Bank USA | Key Experience and Qualifications | | | ∎ Technology and consumer leader with multidisciplinary background: Experience as an independent director and then President, COO and CEO of Starbucks, where he led a global consumer brand and leveraged his deep technological expertise from over 32 years in the tech industry, including senior leadership roles at both Microsoft and Juniper Networks ∎ International business and growth markets: Experience in driving growth across global markets, including in China ∎ Leadership and governance expertise: Draws upon years of past service as a public company CEO and public company director, including with respect to stakeholder governance and building, managing, transforming and sustaining a highly visible and global brand | | | Career Highlights ∎ Starbucks Corporation, a global roaster, marketer and retailer of specialty coffee » Partner and Special Consultant (April 2022 – September 2022) » President and Chief Executive Officer (April 2017 – April 2022) » President and Chief Operating Officer (March 2015 – April 2017) » Independent Director (2009 – March 2015) ∎ Chief Executive Officer, Juniper Networks, Inc., a global company that designs, develops and sells products and services for high-performance networks (September 2008 – January 2014) ∎ Microsoft Corporation, a global technology company » President, Platforms and Services (2005 – September 2008) » Group Vice President, Worldwide Sales, Marketing and Services (2003 – 2005) » Various positions of increasing seniority, including Senior Vice President, Sales, Marketing and Services (September 1992 – 2003) Other Professional Experience and Community Involvement ∎ Member, Board of Directors, Eisenhower Health ∎ Served Presidents George W. Bush and Barack Obama on the National Security Telecommunications Advisory Committee and chaired the Cybersecurity Taskforce Education ∎ Graduate of New Mexico State University | | Ellen Kullman, 70 Independent Director Since: December 2016 GS Committees ∎ Compensation ∎ Governance ∎ Public Responsibilities (Chair) Other U.S.-Listed Company Directorships ∎ Current: Amgen Inc.; Dell Technologies Inc. ∎ Former (Past 5 Years): None | Key Experience and Qualifications | | | ∎ Engineering background, with key leadership and strategic experience: In her role as Chair and CEO of DuPont, a highly regulated science and technology-based company with global operations, she led the company through a period of strategic transformation and growth. As CEO of Carbon, she led the company through its global expansion ∎ Corporate governance and compensation expertise: Leverages service on the boards of directors and board committees (including in leadership roles) of other public companies and not-for-profit entities ∎ Focus on risk management and governance-related matters: Draws upon experiences gained from DuPont and other board roles, including in connection with her role as Chair of our Public Responsibilities Committee | | | Career Highlights ∎ Carbon 3D, Inc., a digital manufacturing platform » Chair (February 2026 – Present) » Executive Chair (June 2022 – January 2026) » President and CEO (November 2019 – June 2022) ∎ E.I. du Pont de Nemours and Company, a provider of basic materials and innovative products and services for diverse industries » Chairman and Chief Executive Officer (2009 – 2015) » President (October 2008 – December 2008) » Executive Vice President, DuPont Coatings and Color Technologies, DuPont Electronic and Communication Technologies, DuPont Performance Materials, DuPont Safety and Protection, Marketing and Sales, Pharmaceuticals, Risk Management and Safety and Sustainability (2006 – 2008) » Various positions, including Group Vice President, DuPont Safety and Protection (1988 – 2006) Other Professional Experience and Community Involvement ∎ Member, Board of Advisors, Tufts University School of Engineering ∎ Member, Board of Trustees, Northwestern University ∎ Member, National Academy of Engineering ∎ Graduate Member, The Business Council ∎ Former Co-Chair, Paradigm for Parity Education ∎ Graduate of Tufts University and Kellogg School of Management, Northwestern University |

  25. Comprehensive Re-Nomination Process

    | CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS | | OUR DIRECTORS |

  26. Comprehensive Re-Nomination Process

    | | Key Experience and Qualifications | | | ∎ Finance and Operations: Significant experience overseeing finance operations at Accenture, including as CFO overseeing controllers, treasury, tax, investor relations, and strategic planning and analysis, among other functions ∎ Strategic Planning & Execution: Partnered closely with Accenture CEO throughout Accenture’s strategic transformation and reorganization ∎ Financial management and the review and preparation of financial statements: As CFO of Accenture, oversaw financial reporting and analysis, following decades of experience in financial and accounting roles | | KC McClure, 61 Independent Director Since: February 2025 GS Committees ∎ Audit ∎ Governance ∎ Risk Other U.S.-Listed Company Directorships ∎ Current: Advanced Micro Devices, Inc. ∎ Former (Past 5 Years): None | Career Highlights ∎ Accenture plc, a global professional services firm » Senior Finance Advisor (December 2024 – March 2025) » Chief Financial Officer (January 2019 – November 2024) » Managing Director, Finance Operations (June 2018 – January 2019) » Finance Director – Communications, Media & Technology Group (December 2016 – May 2018) » Head of Investor Relations (September 2010 – November 2016) » Finance Director – Health & Public Service (March 2002 – August 2010) » Various positions of increasing seniority (1988 – 2002) Other Professional Experience and Community Involvement ∎ Member, Board of Visitors, Penn State Smeal College of Business Education ∎ Graduate of Pennsylvania State University – Smeal College of Business |

  27. Comprehensive Re-Nomination Process

    | Thomas Montag, 69 Independent Director Since: July 2023 GS Committees ∎ Audit ∎ Governance ∎ Risk (Chair) & TRiS (ex-officio) Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): None | Key Experience and Qualifications | | | ∎ Financial services industry expertise: Over 35 years of experience in the financial services industry, including most recently as COO and President of Global Banking and Markets at Bank of America, his previous tenure at the firm and his prior role on the board of BlackRock, Inc. ∎ Risk management acumen: Deep and informed perspective regarding the complex financial and nonfinancial risks global financial institutions face, including market, credit and operational risks, as well as additional perspective on climate risk ∎ Leadership experience: Experience gained as an executive and director of both private and public companies | | | Career Highlights ∎ Rubicon Carbon, LLC, a market-based products and solutions platform in the carbon market » Chief Executive Officer (October 2022 – Present) and Director (December 2022 – Present) ∎ Bank of America Corporation, a financial services company » Chief Operating Officer (August 2014 – December 2021) » Co-Chief Operating Officer (September 2011 – August 2014) » President, Global Banking and Markets (September 2009 – December 2021) » Head of Markets (January 2009 – September 2009) » Executive Vice President, Head of Global Sales & Trading, Merrill Lynch (August 2008 – December 2008) ∎ Goldman Sachs » Global Securities Division leadership and member of the Management Committee, including as Co-COO of FICC and then Co-Head, Securities Division (April 2002 – December 2007) » Head, Equities Asia (September 2002 – December 2006) » Head, FICC Asia and Co-President, Goldman Sachs Japan (1999 – December 2006) » Various positions of increasing seniority, including in London as head of Global Derivatives (1985 – 1999) Other Professional Experience and Community Involvement ∎ Member, Board of Trustees, New York University Langone Medical Center ∎ Member, Board of Trustees, Northwestern University ∎ Member, Board of Directors, Hispanic Federation ∎ Member, Board of Directors, The Japan Society ∎ Member, Board of Directors, Deschutes Land Trust Education ∎ Graduate of Stanford University and the Kellogg School of Management, Northwestern University |

  28. Comprehensive Re-Nomination Process

    | CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS | | OUR DIRECTORS |

  29. Comprehensive Re-Nomination Process

    | | Key Experience and Qualifications | | | ∎ Resource deployment and risk management: Brings deep experience, including from service as CFO and Controller at Apple and Divisional CFO at Automatic Data Processing, Inc. ∎ Financial management and the review and preparation of financial statements: Draws on more than 20 years of experience as a CFO or Controller to provide significant financial expertise and valuable perspective as Audit Committee Chair ∎ Oversight of technology and technology risks: Leverages prior experience in overseeing information systems at Apple to provide insights on the technology landscape and technology risks | | Peter Oppenheimer, 63 Independent Director Since: March 2014 GS Committees ∎ Audit (Chair) ∎ Governance ∎ Risk & TRiS Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): Constellation Energy Corp Subsidiary Boards ∎ Goldman Sachs Bank USA (Chair) | Career Highlights ∎ Apple, Inc., a designer and manufacturer of electronic devices and related software and services » Senior Vice President (retired September 2014) » Senior Vice President and Chief Financial Officer (June 2004 – June 2014) » Senior Vice President and Corporate Controller (2002 – June 2004) » Vice President and Corporate Controller (2000 – 2002) » Vice President, Finance and Controller, Worldwide Sales (1997 – 2000) » Senior Director, Finance and Controller, Americas (1996 – 1997) ∎ Divisional Chief Financial Officer, Finance, MIS, Administration and Equipment Leasing Portfolio at Automatic Data Processing, Inc., a leading provider of human capital management and integrated computing solutions (1992 – 1996) ∎ Consultant, Information Technology Practice at Coopers & Lybrand, LLP (1988 – 1992) Education ∎ Graduate of California Polytechnic State University and the Leavey School of Business, University of Santa Clara |

  30. Comprehensive Re-Nomination Process

    | | Key Experience and Qualifications | | | ∎ Technology risk expertise: More than 20 years of senior executive experience in cybersecurity and information technology that provides perspective to aid in oversight of the firm’s deployment of technology and management of technology risk ∎ Strategic planning and operations: Experience in strategic planning, risk assessment and execution of naval strategies across a variety of positions, including as a Fleet Commander and a university president ∎ Leadership and governance: Retired Vice Admiral who served in numerous leadership roles in the U.S. Navy and with the National Security Agency, who served on the U.S. Navy’s Corporate Board and who serves on the boards of directors and board committees of other public companies and not-for-profit entities | | Jan Tighe, 63 Independent Director Since: December 2018 GS Committees ∎ Audit ∎ Governance ∎ Risk & TRiS (Chair) Other U.S.-Listed Company Directorships ∎ Current: General Motors Company; Huntsman Corporation ∎ Former (Past 5 Years): The Progressive Corporation; IronNet, Inc. Subsidiary Boards ∎ Goldman Sachs Bank USA | Career Highlights ∎ United States Navy, Vice Admiral and various positions of increasing authority and responsibility (1980 – 2018), including: » Deputy Chief of Naval Operations for Information Warfare and Director, Naval Intelligence (2016 – 2018) » Fleet Commander or Deputy Commander, U.S. Fleet Cyber Command/U.S. Tenth Fleet (2013 – 2016) » University President, Naval Postgraduate School (2012 – 2013) » Director, Decision Superiority Division, Chief of Naval Operations’ Staff (2011 – 2012) » Deputy Director of Operations, U.S. Cyber Command (2010 – 2011) Other Professional Experience and Community Involvement ∎ Member, Board of Trustees, The MITRE Corporation ∎ Member, Strategic Advisory Committee, Idaho National Labs – National and Homeland Security Directorate ∎ Member, Board of Directors, United States Naval Academy Foundation ∎ Global Security Expert and Strategic Advisor, Paladin Capital Group ∎ Directorship and Cybersecurity Certified and Governance Fellow, National Association of Corporate Directors Education ∎ Graduate of U.S. Naval Academy and Naval Postgraduate School (including for Ph.D.) |

  31. Comprehensive Re-Nomination Process

    | CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS | | OUR DIRECTORS |

  32. Comprehensive Re-Nomination Process

    | John Waldron, 57 Director Since: February 2025 Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): None | Key Experience and Qualifications | | | ∎ Broad experience across our firm with deep industry knowledge: Over 25 years of experience at Goldman Sachs, with deep knowledge of our core franchises and the breadth of our operations as well as our strategy, client engagement and industry ∎ Insight into day-to-day operations, client-centric perspective and cultural champion: As President and COO, drives our execution priorities and operating efficiency initiatives, embodies our Core Values - including client-centricity - and champions our culture ∎ Broad risk management perspective: Serves as Co-Chair of our Firmwide Enterprise Risk Committee, providing a broad risk management perspective on our financial and nonfinancial risk management | | | Career Highlights ∎ Goldman Sachs » President and Chief Operating Officer (October 2018 – Present) » Co-Head of the Investment Banking Division (December 2014 – October 2018) » Global Head of Investment Banking Services/Client Coverage (2009 – December 2014) » Global Co-Head of Financial Sponsors Group (2007 – 2009) » Various positions of increasing seniority, including Co-Head of Leverage Finance (2000 – 2007) Other Professional Experience and Community Involvement ∎ Chair, International Advisory Board, Atlantic Council ∎ Member, Executive Committee, Institute of International Finance ∎ Member, Board of Directors, U.S.-China Business Council ∎ Member, International Advisory Council, China Securities Regulatory Commission ∎ Member, International Advisory Panel, Monetary Authority of Singapore ∎ Member, Board of Trustees, Middlebury College ∎ Member, Board of Trustees, Southern Methodist University ∎ Member, Board of Directors, Cleveland Clinic ∎ Member, Board of Directors, Lincoln Center for Performing Arts Education ∎ Graduate of Middlebury College |

  33. Comprehensive Re-Nomination Process

    | Independence of Directors |

  34. Comprehensive Re-Nomination Process

    | 11 of 13 director nominees are independent | | Our Board determined, upon the recommendation of our Governance Committee, that each of our director nominees (other than Messrs. Solomon and Waldron) is “independent” within the meaning of NYSE rules and our Policy Regarding Director Independence (Director Independence Policy). Furthermore, our Board has determined that all independent members of our committees satisfy the heightened audit committee independence standards under SEC and NYSE rules and that our Compensation Committee members satisfy the relevant heightened standards under NYSE rules. Mr. Mittal, who is retiring from our Board at the 2026 Annual Meeting, was also determined to be independent. |

  35. Process for Independence Assessment

    Process for Independence Assessment A director is considered independent under NYSE rules if our Board determines that the director does not have any direct or indirect material relationship with Goldman Sachs. Our Board has established a Director Independence Policy that provides standards to assist our Board in determining which relationships and transactions might constitute a material relationship that would cause a director not to be independent. To assess independence, our Governance Committee and our Board review detailed information regarding our independent directors or nominees, including employment and directorships, as well as information regarding immediate family members and affiliated entities. Through the course of this review, our Governance Committee and our Board consider relationships between the independent directors or nominees (and their immediate family members and affiliated entities) on the one hand, and Goldman Sachs and its affiliates on the other, in accordance with our Director Independence Policy. This includes

  36. Process for Independence Assessment

    | CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES | | OUR BOARD COMMITTEES |

  37. Process for Independence Assessment

    a review of revenues to the firm from, and payments or donations made by the firm to, relevant entities affiliated with our directors or nominees (or their immediate family members) as a result of ordinary course transactions or contributions to not-for-profit organizations. The Governance Committee and the Board also consider the heightened independence standards under SEC and NYSE rules. For more information on the categories of transactions that our Governance Committee and our Board reviewed, considered and determined to be immaterial under our Director Independence Policy, see Annex B: Additional Details on Director Independence.

  38. Structure of Our Board and Governance Practices

    Structure of Our Board and Governance Practices

  39. Structure of Our Board and Governance Practices

    | Our Board Committees |

  40. Structure of Our Board and Governance Practices

    Our Board has five standing Committees: Audit, Compensation, Governance, Public Responsibilities and Risk. The specific membership of each Committee allows us to take advantage of our directors’ diverse skill sets, enabling a deep focus on Committee matters. Each of our standing Committees:

  41. Structure of Our Board and Governance Practices

    | ∎ | Operates pursuant to a written charter (available on our website at www.gs.com/charters) | | ∎ | Evaluates its performance annually | | ∎ | Reviews its charter annually | | ∎ | Considers a broad range of financial and nonfinancial risks, as applicable, as well as our culture, Core Values and the potential effect of any matter on our reputation |

  42. Structure of Our Board and Governance Practices

    The Board and its Committees may from time to time utilize special purpose committees or subcommittees; any such committees or subcommittees will report periodically on its activities. Our Risk Committee maintains a standing Technology Risk Subcommittee, formed in 2024, to assist in its oversight of technology-risk related matters.

  43. Structure of Our Board and Governance Practices

    | AUDIT | | | | | All Independent | | Key Skills & Experiences Represented | Key Responsibilities | | | Peter Oppenheimer* Mark Flaherty KC McClure Thomas Montag Jan Tighe David Viniar (ex-officio) | ∎ Audit/tax/accounting ∎ Preparation or oversight of financial statements ∎ Compliance ∎ Technology | ∎ Assist our Board in its oversight of our financial statements, legal and regulatory compliance, independent auditors’ qualifications, independence and performance, internal audit function performance and internal controls over financial reporting ∎ Decide whether to appoint, retain or terminate our independent auditors ∎ Pre-approve all audit, audit-related, tax and other services, if any, to be provided by the independent auditors ∎ Appoint and oversee the work of our Director of Internal Audit and annually assess her performance ∎ Prepare the Audit Committee Report |

  44. Structure of Our Board and Governance Practices

    | COMPENSATION | | | | | All Independent | | Key Skills & Experiences Represented | Key Responsibilities | | | Kimberley Harris Michele Burns John Hess Kevin Johnson Ellen Kullman Lakshmi Mittal** David Viniar (ex-officio) | ∎ Setting of executive compensation ∎ Evaluation of executive and firmwide compensation programs ∎ Human capital management | ∎ Determine and approve the compensation of our CEO and other executive officers ∎ Approve, or make recommendations to our Board for it to approve, our incentive, equity-based and other compensation plans ∎ Assist our Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management function ∎ Prepare the Compensation Committee Report | | * The Chair of our Audit Committee and certain other members have been determined to be “audit committee financial experts.” ** Mr. Mittal is retiring at our 2026 Annual Meeting. | | | |

  45. Structure of Our Board and Governance Practices

    | CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES | | OUR BOARD COMMITTEES |

  46. Structure of Our Board and Governance Practices

    | GOVERNANCE | | | | | All Independent | | Key Skills & Experiences Represented | Key Responsibilities | | | David Viniar Michele Burns Mark Flaherty Kimberley Harris John Hess Kevin Johnson Ellen Kullman KC McClure Lakshmi Mittal* Thomas Montag Peter Oppenheimer Jan Tighe | ∎ Corporate governance ∎ Talent development and succession planning ∎ Current and prior public company board service | ∎ Recommend individuals to our Board for nomination, election or appointment as members of our Board and its Committees ∎ Oversee the evaluation of the performance of our Board and our CEO ∎ Review and concur with the succession plans for our CEO and other members of senior management ∎ Shape our corporate governance, including developing, recommending to our Board and reviewing on an ongoing basis the corporate governance principles and practices that should apply to us ∎ Review periodically the form and amount of non-employee director compensation and make recommendations to our Board |

  47. Structure of Our Board and Governance Practices

    | PUBLIC RESPONSIBILITIES | | | | | All Independent | | Key Skills & Experiences Represented | Key Responsibilities | | | Ellen Kullman Michele Burns Kimberley Harris Lakshmi Mittal* David Viniar (ex-officio) | ∎ Stakeholder perspectives ∎ Sustainability/ESG ∎ Government and regulatory affairs ∎ Reputational risk ∎ Philanthropy | ∎ Assist our Board in its oversight of our strategies for managing the firm’s reputation and culture ∎ Oversee the firm’s relationships with major external constituencies and other public policy matters ∎ Review the firm’s sustainability strategy and related matters, including through periodic review of sustainability reporting |

  48. Structure of Our Board and Governance Practices

    | RISK | | | | | All Independent | | Key Skills & Experiences Represented | Key Responsibilities | | | Thomas Montag Mark Flaherty John Hess Kevin Johnson KC McClure Peter Oppenheimer Jan Tighe David Viniar (ex-officio) | ∎ Risk taking, mitigation and control in complex industries ∎ Technology, cybersecurity and information security ∎ Understanding of financial products ∎ Expertise in capital adequacy and deployment | ∎ Assist our Board in its oversight of our firm’s overall risk-taking tolerance and management of financial and operational risks, such as market, credit and liquidity risk, including reviewing and discussing with management: » our firm’s capital plan, regulatory capital ratios, capital management policy and internal capital adequacy assessment process, and the effectiveness of our financial and operational risk management policies and controls » our liquidity risk metrics, management, funding strategies and controls, and the contingency funding plan » our market, credit, operational (including information security and cybersecurity), climate and model risk management strategies, policies and controls | | | TECHNOLOGY RISK SUBCOMMITTEE | | | | | | | Key Responsibilities | | | | Jan Tighe Kevin Johnson Peter Oppenheimer Thomas Montag (ex-officio) | ∎ Assist our Risk Committee in its oversight of technology-related risk matters, including relating to: » technology execution risk, technology-related operational risk and technology integration risk » governance of technology-related risks » monitoring of technology-related risk metric alerts and thresholds |

  49. Structure of Our Board and Governance Practices

    * Mr. Mittal is retiring at our 2026 Annual Meeting.

  50. Structure of Our Board and Governance Practices

    | CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES | | BOARD AND COMMITTEE EVALUATIONS |

  51. Structure of Our Board and Governance Practices

    | Board and Committee Evaluations |

  52. Structure of Our Board and Governance Practices

    Board and Committee evaluations play a critical role in helping to ensure the effective functioning of our Board. It is important to take stock of Board, Committee and director performance and to solicit and act upon feedback received. To this end, under the leadership of our Lead Director, our Governance Committee evaluates the performance of our Board annually, and each of our Board’s Committees also conducts an annual self-evaluation. 2025 Evaluations: A Multi-Step Process REVIEW OF EVALUATION PROCESS Our Lead Director and Governance Committee periodically review the evaluation process so that actionable feedback is solicited on the operation of our Board and its Committees, as well as on director performance QUESTIONNAIRE Provides director feedback on an unattributed basis to inform one-on-one and closed session discussions ONE-ON-ONE DISCUSSIONS On a biennial basis (including for 2025), the Secretary to the Board interviews directors to obtain feedback on director performance, the results of which are provided to our Lead Director. Our Lead Director also has one-on-one discussions with directors, which provide an opportunity for candid discussion regarding individual feedback and an additional forum to solicit further feedback CLOSED SESSION DISCUSSION Joint closed session discussion of Board and Committee evaluations led by our Lead Director and independent Committee Chairs provides for a synergistic review of Board and Committee performance EVALUATION SUMMARY Summary of the results of Board and Committee evaluations provided to full Board ONGOING FEEDBACK Directors provide ongoing, real-time feedback outside of the evaluation process FEEDBACK INCORPORATED Policies and practices updated as appropriate as a result of annual and ongoing feedback Examples of enhancements from evaluations and ongoing feedback over the last several years include: presentations on various topics (e.g., strategic follow ups, risk “deep dives,” educational sessions on geopolitical risks), enhanced committee chair updates, refinements to meeting materials (e.g., enhanced executive summaries, key takeaways) and presentation format, refinement of Board/ Committee responsibilities, formation of TRiS, ongoing focus on meeting cadence/structure, additional opportunities for exposure to next generation leaders of the firm Topics Considered During the Board and Committee Evaluations Include: DIRECTOR PERFORMANCE Individual director performance Lead Director (in that role) Chairman of the Board (in that role) Each Committee/Subcommittee Chair (in that role) BOARD AND COMMITTEE OPERATIONS Board and Committee membership, including director skills, background, expertise and experiences Committee structure, including whether the Committee structure enhances Board and Committee performance and efficacy of the use of special committees/subcommittees Access to firm personnel Executive succession planning process Conduct of meetings, including frequency of, time allocated for and encouragement of candid dialogue and effectiveness of closed sessions Materials and information, including quality, quantity and timeliness of information received from management, and suggestions for additional topics to be covered Shareholder feedback and consideration of shareholder value BOARD PERFORMANCE Key areas of focus for the Board Oversight of financial & nonfinancial risks Strategic oversight Capital planning COMMITTEE PERFORMANCE Performance of Committee duties under Committee charter Oversight of financial & nonfinancial risks Effectiveness of outside advisors

  53. Structure of Our Board and Governance Practices

    | CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES | | BOARD LEADERSHIP STRUCTURE |

  54. Structure of Our Board and Governance Practices

    | Board Leadership Structure |

  55. Compensation Discussion and Analysis

    | | Year | Total Annual Compensation* ($) | Salary ($) | Annual Variable Compensation ($) Amount at grant allocated to: | | | Equity-Based Awards (PSUs) | | | | | | | PSUs** | CIP*** | Cash | % of Annual Variable Comp | % of Total | | Executive Leadership Team | | | | | | | | | | David Solomon | 2025 | 47.00 | 2.00 | 31.50 | 3.38 | 10.13 | 70 | 67 | | Chairman and CEO | 2024 | 39.00 | 2.00 | 25.90 | 2.78 | 8.33 | 70 | 66 | | John Waldron | 2025 | 45.00 | 1.85 | 25.89 | 3.45 | 13.81 | 60 | 58 | | President and COO | 2024 | 38.00 | 1.85 | 21.69 | 2.89 | 11.57 | 60 | 57 | | Denis Coleman | 2025 | 31.00 | 1.85 | 17.49 | 2.33 | 9.33 | 60 | 56 | | CFO | 2024 | 27.00 | 1.85 | 15.09 | 2.01 | 8.05 | 60 | 56 | | Other NEOs | | | | | | | | | | Kathryn Ruemmler | 2025 | 25.00 | 1.50 | 14.10 | 0.94 | 8.46 | 60 | 56 | | CLO and General Counsel | 2024 | 22.50 | 1.50 | 12.60 | 0.84 | 7.56 | 60 | 56 | | John Rogers | 2025 | 18.50 | 1.50 | 10.20 | 0.68 | 6.12 | 60 | 55 | | Executive Vice President | 2024 | 16.00 | 1.50 | 8.70 | 0.58 | 5.22 | 60 | 54 |

  56. Compensation Discussion and Analysis

    | * Salary plus annual variable compensation consisting of year-end equity-based awards (100% PSUs for all NEOs), the Carried Interest Program and cash bonus. Information on other awards not part of annual compensation is set forth in this CD&A. | | ** Equity amount at grant; PSUs subject to ongoing performance metrics (absolute and relative ROE). | | *** Compensation allocated to carry points pursuant to the Carried Interest Program. For more information on our Carried Interest Program, see —Annual Variable Compensation: Long Term Executive Carried Interest Incentive Program. |

  57. Compensation Discussion and Analysis

    | Importance of Informed Judgment To help ensure that our compensation program appropriately aligns with our long-term strategy, stakeholder expectations and the safety and soundness of our firm, our Compensation Committee, within the structure of its Assessment Framework and in the context of the inputs and factors described in this CD&A, uses its informed judgment to evaluate, and structured discretion to set, executive compensation. We believe this balanced approach is appropriate for our firm, and that a more formulaic compensation program would not be in the long-term best interests of our firm, our shareholders and other stakeholders. ∎ Performance-Based Pay Provides Alignment. While annual compensation decisions are based on our Compensation Committee’s informed judgment and use of structured discretion, the amounts ultimately realized by our NEOs with respect to PSUs are subject to ongoing performance metrics and tied to the firm’s longer-term stock price (settlement of PSUs and Shares at Risk delivered in respect of PSUs), and the amounts ultimately realized by our NEOs with respect to carry points are subject to underlying fund performance. ∎ Avoids Unintended Consequences and Mitigates Compensation-Related Risk. Our business is dynamic and requires us to respond rapidly to changes in our operating environment. As such, our annual compensation program is designed to encourage appropriate prudence by our senior leaders, on behalf of our shareholders and our clients, regardless of prevailing market conditions. » Our Compensation Committee utilizes an Assessment Framework to provide greater definition to, and transparency regarding, the pre-established financial and nonfinancial factors it considers in its assessment of the firm’s performance in connection with compensation decisions for our NEOs and other senior leaders. However, a strictly formulaic compensation program would not permit adjustments based on factors that cannot be pre-established, such as the impact of changes in the broader macroeconomic environment or other less predictable and/or less quantifiable factors (such as individual performance or unforeseen external events). |

  58. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    Our Compensation Committee broadly considers the competitive market for talent as part of its review of our compensation program’s effectiveness in attracting and retaining talent, including to help determine NEO compensation. In the context of a multi-faceted and dynamic competitive landscape for talent, it is critical that Goldman Sachs remains competitive by ensuring that longer-term compensation opportunities remain aspirational for our senior leaders. ∎ Wherever possible, our goal is to be in a position to appoint people from within the firm to our most senior leadership roles. Our executive compensation program is intended to incentivize our people to stay at Goldman Sachs and to aspire to these senior roles. To this end, the Committee regularly evaluates our NEO compensation program using benchmarking to help ensure that our senior roles are properly valued, taking into account compensation program design and structure, as well as multi-year financial performance and quantum of NEO pay. ∎ The Committee performs this evaluation with information and assistance from Human Capital Management and the Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook). ∎ Benchmarking information provided by Human Capital Management is obtained from public filings, as well as third party surveys regarding incentive compensation practices.

  59. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    | | Pay-for-performance philosophy | | | High percentage of performance-based pay in the annual compensation program through the use of PSUs and our Carried Interest Program, which we introduced in 2025 | | | Robust risk-balancing features in the compensation program | | | Commitment to stakeholder engagement, including the transparency provided through engagement by our Lead Director and Compensation Committee Chair |

  60. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    In addition, shareholders and other stakeholders expressed a particular focus on the Board’s decision to grant Retention RSUs to each of Messrs. Solomon and Waldron in January 2025, as previously announced and described in our proxy statement for our 2025 Annual Meeting (for more information on these awards, see —Equity-Based Long-Term Incentive: Retention RSUs). This feedback included a focus on the structure of and rationale for these awards, as described below.

  61. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    | Focus Area | Our Approach | | | Use of “One-Time Awards” | We understand that many of our shareholders and other stakeholders apply additional scrutiny to one-time awards, with certain shareholders expressing a view that off-cycle awards should be granted only in exceptional circumstances. We believe a well-structured compensation program consists of a combination of annual and longer-term incentives, the structure of which is transparently disclosed. For example, our annual compensation program consists of base salary and annual variable compensation in the form of PSUs, the Carried Interest Program and cash. In addition, the Compensation Committee also granted a longer-term performance-based incentive in the form of the SVC Award. However, there are circumstances in which granting a one-time or off-cycle award is necessary and appropriate, including to help advance the firm’s business and people strategy and to support long-term succession planning. As previously disclosed, when faced with a key decision with respect to the firm’s longer-term succession plan and, more immediately, the leadership team the Board considered best suited to drive forward our strategy, in January 2025 the independent directors determined to grant the Retention RSUs to each of Messrs. Solomon and Waldron. This decision-making process included not only the Compensation Committee, but also the Lead Director and all independent directors, as well as the advice of our independent compensation consultant. In assessing feedback received in connection with the Retention RSUs, the Compensation Committee also recognized and took note of evolving compensation practices, including the increased use of one-time grants across our Peers and broader benchmarking companies. Our independent directors are committed to ongoing evaluation of how our compensation program can help retain and incentivize our talent, support our strategy and longer-term succession planning, and help sustain long-term value for our shareholders. | | | Structure of Retention RSUs | In developing the form and structure of the Retention RSUs, the Committee focused on several key design goals: | | | | | Simplicity of design | | | | Elongated service requirement with cliff vesting | | | | Appropriate treatment on termination scenarios to reinforce retention | | | | Clarity of design and purpose as compared to existing performance-based awards; new grants should work in concert with outstanding PSUs and SVC Awards | | | Taking these factors into account — as well as the advice from the Committee’s independent compensation consultant — the Committee determined to grant time-based RSUs for these exceptional retention-driven awards. Retention RSUs are 100% stock-based awards, with a clear and transparent structure aligned to long-term shareholder value creation. | |

  62. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    | Focus Area | Our Approach | | | Response to Competition for Talent | We believe it is critical for Goldman Sachs to remain competitive in the context of an increasingly diverse and multi-faceted competitive landscape for talent, including leadership talent. Shareholders expressed their support for how we utilize our compensation program to promote retention of top talent in the face of strong market demand for our people and to support our longer-term succession planning. This necessitates ongoing focus on providing longer-term compensation opportunities that remain aspirational for our senior talent by assessing both the form and quantum of our compensation program. When necessary, this also includes taking steps to retain top talent, including in response to offers made to our people by competitors. | | | | | The Carried Interest Program is designed to enhance the firm’s ability to attract and retain talent, taking into account competitive threats from alternative asset managers and others, and utilizing the firm’s differentiated positioning among our banking Peers | | | | Retention RSUs promote retention and stability in the senior leadership team | | Robust Risk-Balancing Features | Shareholders appreciate that our compensation program is designed to align with the safety and soundness of our firm and to help promote the strength of our risk management and control environment. We will continue to utilize risk-adjusted metrics, transfer restrictions, retention requirements and recapture provisions. | | | Commitment to Stakeholder Engagement | Shareholders highlighted their appreciation for our commitment to stakeholder engagement. In particular, given the grant of Retention RSUs, shareholders noted that they appreciated the ability to engage with both our Lead Director and Compensation Committee Chair and indicated the important role it plays in their voting decisions. We are committed to continued engagement with our stakeholders on compensation and other matters, including Board-level engagement as needed. Furthermore, our Compensation Committee will continue to focus on providing our stakeholders with clear and concise disclosure of our executive compensation programs and its decision-making processes. | | | Our executive compensation program reflects our ongoing commitment to compensation best practices, including paying for performance and providing longer-term compensation opportunities that remain aspirational for our senior talent. Our Compensation Committee will not hesitate to make adjustments to our compensation program — as needed — in furtherance of these goals. In light of the feedback received through our extensive engagement (both before and after our 2025 Annual Meeting), and taking into account the majority support for our Say on Pay vote, the Board does not believe that modifications to our executive compensation program are warranted at this time. | | |

  63. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    | Independent Compensation Consultant |

  64. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    | Pay Element | Characteristics | Purpose | 2025 Annual Compensation | | Base Salary | Annual Fixed Cash Compensation | Provides our executives with a predictable level of income that is competitive to salary at our Peers | For 2025, NEOs received the following annual base salaries: $2.0 million for our CEO, $1.85 million for our COO and CFO and $1.5 million for our other NEOs | | Annual Variable Compensation(a) | Equity-Based: PSUs | Aligns our executives’ interests with those of our shareholders and motivates executives to achieve longer-term performance, and strategic and operational objectives | Each of our NEOs received at least 60% of their annual variable compensation in the form of PSUs | | | Cash | Motivates and rewards achievement of company performance and strategic and operational objectives | In 2025, each of our NEOs received a portion of their annual variable compensation (no more than 36%) in the form of a cash bonus | | | Carried Interest Program | Fosters additional alignment for senior leaders supporting the expansion of the third-party alternatives business in Asset & Wealth Management and the attendant enterprise risk management capabilities | For 2025, our NEOs received the following portion of non-equity variable compensation through the Carried Interest Program: CEO – 25%; COO and CFO – 20%; and other NEOs – 10% | | (a) Our NEOs participate in the Goldman Sachs Partner Compensation Plan (PCP), under which we determine variable compensation for all of our PMDs | | | |

  65. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    What We Do Engage proactively with shareholders and other stakeholders and consider feedback in executive compensation processes Grant equity-based awards subject to ongoing performance metrics as a significant portion of annual variable compensation for NEOs Align pay with performance, including through use of PSUs and CIP Use the Assessment Framework to evaluate performance through financial and nonfinancial metrics Exercise informed judgment responsive to the dynamic nature of our business and utilize structured discretion, including consideration of appropriate risk-based and other metrics in our Assessment Framework Apply significant shareholding requirements through:Stock ownership guidelines for Executive Leadership Team Retention requirements for all Management Committee members (including NEOs) Shares at Risk for PMDs and managing directors (including NEOs)Maintain robust recapture provisions in our variable compensation award agreements Provide for annual assessment by our CRO of our compensation program to ensure it does not encourage imprudent risk taking Use independent compensation consultant What We Don’t Do No employment agreements providing for severance pay with our executive officers No golden parachutes No guaranteed bonus arrangements with our executive officers No tax gross-ups for our executive officers, except in connection with international assignments and relocations No repricing of underwater stock options and no changing of thresholds for legacy performance-based awards No excessive perquisites No ongoing service-based pension benefit accruals for executive officers No hedging transactions or short sales of our Common Stock permitted for any executive officer; no executive officer has shares subject to a pledge

  66. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    | Our compensation program reflects our pay-for-performance culture, promotes retention and creates long-term shareholder alignment without undue emphasis on shorter-term results. |

  67. We will continue to evolve the Assessment Framework, as appropriate, to help support the Compensation Committee in its decision-making process.

    | 2025 Annual NEO Compensation Reflects:(a) | | | | | Continued and significant shareholder value creation during 2025, including a total shareholder return of 57%, a 33% increase in the quarterly dividend and 6.2% book value per share growth as well as nearly $17 billion of capital returned to common shareholders | | | | Strong firmwide financial performance, with second highest net revenues and net earnings, a 27% increase in EPS and a 230 basis point improvement in ROE | | | | Continued strong momentum in executing on our strategic priorities to grow and strengthen the firm, while also meaningfully improving the risk profile of the firm and enhancing the resilience of our earnings since our 2020 Investor Day | | | | Strong performance in support of our clients across Global Banking & Markets and Asset & Wealth Management — our world-class interconnected franchises: | | | | » | Global Banking & Markets generated record net revenues, with exceptional client franchise positioning and prudent growth of financing activities, and delivered strong returns | | | » | Asset & Wealth Management grew more durable revenues, with record alternatives fundraising and reduced historical principal investments | | | » | Announced acquisitions of Industry Ventures and Innovator Capital Management, as well as the firm's strategic partnership with and investment in T. Rowe Price, which further support Asset & Wealth Management business priorities | | | Focus on investing in and transforming the firm’s operating systems to strategically position the firm for the future, including the launch of One GS 3.0 | | | | Enduring and relentless focus on our culture and Core Values, with client-centricity and our One Goldman Sachs operating ethos remaining foundational drivers of long-term value creation | | | | Ongoing emphasis on the importance of investing in and maintaining a strong risk management and control environment to support our business activities | | | | Continued advancement of our people strategy, taking into account the ongoing competitive threat for our talent from both traditional banking peers as well as alternative and other asset managers and other non-bank liquidity providers, necessitating ongoing focus on recruitment, retention and investment in support of our exceptional talent across all levels of the firm | | | (a) For source and other information, please see Annex A: Calculation of Non-GAAP Measures and Other Information. | | |

  68. 2025 Individual Performance

    | | David Solomon Chairman and CEO | Key Performance Highlights During 2025, Mr. Solomon provided strong and effective leadership of our firm, displaying an enduring commitment to the successful execution of our long-term strategy and driving long-term value creation. He embodied the tone at the top regarding the criticality of investing for the future of our firm, including by supporting the creation of best-in-class capabilities across all lines of defense and enabling transformational initiatives such as One GS 3.0. He continued to be a skilled ambassador with our clients, shareholders and broader stakeholders and embodied a relentless and authentic commitment to our people and culture. Mr. Solomon’s 2025 dashboard: | | Key Responsibilities As Chairman and CEO, Mr. Solomon is responsible for overseeing our firm and leading our business operations, including development and implementation of corporate policy and strategy. He also serves as the main liaison between our Board and our firm and as the primary public face of our firm. 2025 Annual Compensation $47M 22% Variable Cash Compensation 7% Carried Interest Program 4% Base Salary 67% PSUs Equity-based compensation represented 70% of 2025 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. | | | | | | Strategic Priorities & Clients | | | | ∎ Actively drove the firm’s long-term strategy, working closely with senior leaders across the firm to support and build on the strength of our Global Banking & Markets and Asset & Wealth Management franchises and execute on the firm’s other strategic priorities » Maintained robust levels of internal and external engagement (including with clients) in support of our strategic priorities » Enabled transformational initiatives, such as One GS 3.0, and prioritized investments in our firm to drive long-term value creation ∎ Continued to position the firm for success across operating environments, with a focus on continued expansion of addressable markets while providing differentiated capabilities and service to our clients ∎ Championed and embodied the firm’s commitment to client centricity and One Goldman Sachs, including by promoting collaboration across our businesses and through extensive engagement with our clients around the world | | | | Risk Management & Controls | | | | ∎ Continued to set a strong tone at the top regarding the strategic imperative of continuous investment to maintain a strong and effective risk management and control environment » Emphasized the importance of financial and nonfinancial risk management in support of our business activities » Engaged actively throughout the year with leaders of our control, finance and operating functions ∎ Maintained high level of engagement with our key regulators and government leaders worldwide | | | | People & Culture | | | | ∎ Demonstrated commitment to our Core Values and investing in our culture ∎ Sponsored our people strategy including by: » Regularly engaging with our people at all levels in our offices across the globe through meetings, small group roundtables and townhalls as well as sponsoring key cultural initiatives » Promoting our people and talent initiatives, including developing next generation talent and promoting internal mobility efforts » Providing thought leadership on important topics, continuing to personally demonstrate the firm’s commitment to maintaining a safe and supportive environment, and promulgating a culture of excellence in which all of our people have the opportunity to succeed, grow and build fulfilling careers |

  69. 2025 Individual Performance

    | | John Waldron President and COO | Key Performance Highlights Mr. Waldron continued his steadfast focus on driving the execution of our strategic priorities during 2025, with strong leadership across the firm’s strategic, operational and internal governance priorities, underscored by a relentless commitment to long-term value creation. He led the development of One GS 3.0 and maintained focus on automation and artificial intelligence-related workstreams. He provided thoughtful oversight of the firm’s businesses and operations with a focus on risk management, while maintaining significant client engagement. Mr. Waldron’s 2025 dashboard: | | Key Responsibilities As President and COO, Mr. Waldron’s responsibilities include managing our day-to-day business, executing our firmwide strategy and other priorities and closely collaborating with our senior management team across the breadth of the firm’s operations. He also engages with our clients and other stakeholders. 2025 Annual Compensation* $45M 31% Variable Cash Compensation 8% Carried Interest Program 4% Base Salary 58% PSUs Equity-based compensation represented 60% of 2025 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. * Percentages do not sum to 100% due to rounding. | | | | | | Strategic Priorities & Clients | | | | ∎ Actively led execution of our strategic priorities, including by: » Driving execution priorities, growth initiatives and achievement of KPIs in close partnership with business and functional leaders across the firm » Overseeing various operating efficiency initiatives, with a focus on organizational structure, resource allocation, expense discipline and progressing automation and artificial intelligence efforts across the firm » Developing and working with the CEO and CFO to launch One GS 3.0 » Steering the announced acquisitions of Industry Ventures and Innovator Capital Management, as well as a strategic partnership with T. Rowe Price, in each case in support of our Asset & Wealth Management growth initiatives » Engaging with internal and external stakeholders (including clients) on our strategic priorities ∎ Embodied our commitment to our One Goldman Sachs operating ethos, including by promoting collaboration across our businesses, assessing key client franchises across the firm and maintaining high levels of client engagement | | | | Risk Management & Controls | | | | ∎ Maintained focus on the management of financial and nonfinancial risks and continued to promote a commitment to a strong risk management and control environment across the firm ∎ Served as Co-Chair (alongside CRO) of the Enterprise Risk Committee ∎ Maintained significant engagement around regional strategies, including across Asia, in the context of an ever-evolving market and geopolitical landscape ∎ Engaged in ongoing dialogue with key regulators and government leaders globally | | | | People & Culture | | | | ∎ Continued to promote and invest in our culture, including by maintaining ongoing engagement with our people and fostering collaboration throughout our offices globally ∎ Sponsored key people and talent initiatives, including: » Leading the firm’s leadership pipeline review process and continuing to invest in initiatives to maintain transparency, governance and rigor around succession planning. In this regard, he helped to manage and oversee several business unit leadership transitions during 2025 » Promoting Pine Street and Partnership Committee efforts to invest in culture, connectivity and talent development » Engaging in our efforts to attract, develop and retain diverse exceptional talent |

  70. 2025 Individual Performance

    | | Denis Coleman CFO | Key Performance Highlights In 2025, Mr. Coleman provided effective oversight of the firm’s capital, liquidity and balance sheet to support the execution of the firm’s strategic and operational goals, with a focus on ensuring the safety and soundness of the firm and the strength of our risk management and control environment. During 2025, he also successfully assumed oversight for our Human Capital Management and Corporate & Workplace Solutions functions and executed on several critical initiatives, including updates to our reporting segments and various technology and operating platform uplifts. Mr. Coleman’s 2025 dashboard: | | Key Responsibilities As CFO, Mr. Coleman is responsible for managing the firm’s overall financial condition, financial analysis and reporting. In addition, he oversees various control functions, Human Capital Management, operations and technology and closely collaborates across our senior management team, including on issues relating to risk management and firmwide operations. 2025 Annual Compensation $31M 30% Variable Cash Compensation 8% Carried Interest Program 6% Base Salary 56% PSUs Equity-based compensation represented 60% of 2025 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. | | | | | | Strategic Priorities & Clients | | | | ∎ Continued rigorous focus on maintaining appropriate capital, liquidity and balance sheet to prudently deploy towards franchise activity as well as future growth ∎ Closely collaborated with our CEO and COO on the execution of our strategic priorities and efficient resource allocation related thereto, including: » Driving firmwide efficiency and financial discipline by overseeing resourcing and growth initiatives, leading global financial strategy, planning, budgeting and forecasting through our business planning processes, and guiding prioritization of our engineering investments » Partnering with the COO on our One GS 3.0 initiative ∎ Continued robust levels of stakeholder engagement, including with shareholders regarding our strategy and performance and with clients in partnership with business leaders | | | | Risk Management & Controls | | | | ∎ Championed focus on the management of both financial and nonfinancial risks as well as ongoing investment in the strength and effectiveness of our enterprise risk management and control environment ∎ Prudently managed the firm’s financial resources, including to: » Maintain appropriate capital and liquidity to meet internal and regulatory requirements » Support ongoing focus on operating efficiency, resource optimization and expense management across our businesses ∎ Engaged in ongoing dialogue with key regulators and government leaders ∎ Served as Vice Chair of the Enterprise Risk Committee and as Co-Chair of the Firmwide Asset Liability Committee | | | | People & Culture | | | | ∎ Continued to invest in engagement with our people across the firm, with particular focus on fostering continued collaboration across control, finance and operating functions ∎ Assumed oversight of the Human Capital Management function, including a focus on maintaining best in class offerings for our people and enhancing employee experience, such as through the expanded use of technology ∎ Sponsored and championed the firm’s cultural, people and talent initiatives, including through the MD selection process, leadership pipeline reviews and various other key programs |

  71. 2025 Individual Performance

    | | Kathryn Ruemmler CLO and General Counsel* | Key Performance Highlights Ms. Ruemmler continued to serve as a key advisor to firm leadership during 2025, providing exceptional judgment and advice across a broad range of legal, risk management, regulatory and people matters. In doing so, she continued her excellent track record of experienced and nuanced counsel and a keen ability to navigate complex and evolving challenges while supporting the firm’s long-term objectives. She also continued to prioritize strong collaboration and greater synergy across the Legal, Compliance, Regulatory Relations and Conflicts Resolution functions. Ms. Ruemmler’s 2025 dashboard: | | Key Responsibilities As CLO and General Counsel, Ms. Ruemmler leads the firm’s Legal division, providing oversight for the firm’s legal affairs worldwide, and oversees the Compliance division, Office of Regulatory Relations and Conflicts Resolution Group, which oversight serves to enhance collaboration across these disciplines and promote a consistent approach to addressing the legal, compliance and reputational risk issues facing the firm. * Ms. Ruemmler will retire from her roles as CLO and General Counsel on June 30, 2026. 2025 Annual Compensation $25M 34% Variable Cash Compensation 4% Carried Interest Program 6% Base Salary 56% PSUs Equity-based compensation represented 60% of 2025 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. | | | | | | Strategic Priorities & Clients | | | | ∎ Served as a key advisor to firm leadership, providing informed and constructive counsel on a broad range of legal and regulatory matters in support of the ongoing development and execution of our strategic priorities ∎ Provided critical guidance in support of the firm’s strategic business objectives, including client-focused initiatives and inorganic growth opportunities | | | | Risk Management & Controls | | | | ∎ Demonstrated sustained leadership focusing on the criticality of ongoing investment in the strength and effectiveness of our enterprise risk management and control environment ∎ Continued to champion the importance of robust financial and nonfinancial risk management, providing strategic counsel across the firm as the leader of our Legal, Compliance, Regulatory Relations and Conflicts Resolution functions ∎ Maintained focus and leadership on the firm’s litigation strategy, as the firm continues to bring open matters to favorable resolutions ∎ Maintained strong and constructive engagement with regulators ∎ Provided nuanced counsel across a broad range of nonfinancial risk matters, skillfully helping the firm navigate the divergent priorities of global stakeholders ∎ Continued to serve on various firmwide committees, including the Enterprise Risk Committee | | | | People & Culture | | | | ∎ Maintained focus on supporting and implementing the firm’s people strategy goals across Legal, Compliance, Regulatory Relations and Conflicts Resolution functions as well as ongoing focus on collaboration across and leveraging the combined strengths of these groups ∎ Continued focus on promoting the importance of our Core Values as an expectation of our people and leaders as well as the firm’s commitment to maintaining a safe and supportive environment in which all of our people have an equal opportunity to succeed, including through her role as Chair of the Firmwide Conduct Committee |

  72. 2025 Individual Performance

    | | John Rogers Executive Vice President | Key Performance Highlights During 2025, Mr. Rogers continued to serve as a valuable advisor to our Executive Leadership Team and other key leaders across the firm, exhibiting strong judgment and providing informed and trusted advice and strategic leadership across a broad spectrum of topics, including corporate governance, strategy, regulatory reform, public policy and our culture. Mr. Rogers’ 2025 dashboard: | | Key Responsibilities As Executive Vice President, Mr. Rogers serves as a senior advisor to senior management with a focus on regulatory reform matters, partnership and culture, and, in his capacity as Chairman of Goldman Sachs Foundation and Goldman Sachs Gives, corporate engagement efforts. As Secretary to the Board, Mr. Rogers serves as the principal advisor to the Board of Directors across a wide range of topics. Mr. Rogers also serves as Deputy Chair of the Supervisory Board of Goldman Sachs Bank Europe (and previously served as Chair). 2025 Annual Compensation $18.5M 33% Variable Cash Compensation 4% Carried Interest Program 8% Base Salary 55% PSUs Equity-based compensation represented 60% of 2025 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. | | | | | | Strategic Priorities & Clients | | | | ∎ Served as a strategic advisor for both the Board of Directors and senior management in the ongoing development, execution and oversight of the firm’s priorities ∎ Provided robust and active leadership on regulatory reform matters in support of our strategic priorities ∎ Continued oversight of the expansion of the firm’s business in Europe through his role on the Supervisory Board of Goldman Sachs Bank Europe ∎ Championed the firm’s corporate engagement efforts, such as the 10,000 Small Businesses Investment in Rural Communities and the Small Businesses Summit | | | | Risk Management & Controls | | | | ∎ Maintained significant energy and focus on fostering the firm’s transparent and constructive engagement with the Board, a critical element of a strong and effective enterprise risk management and control environment ∎ Managed a variety of complex matters relating to governance and led stakeholder engagement on governance and executive compensation matters ∎ Continued focus on aligning our risk management practices and control environment with the Board’s expectations ∎ Provided critical counsel to inform our governmental, regulatory and public policy engagement strategy across the globe | | | | People & Culture | | | | ∎ Championed the firm’s culture and Core Values, including to drive the firm’s ongoing focus and efforts to continually invest in our culture and develop and execute flagship cultural programming for the firm ∎ Demonstrated a commitment to cultivating and developing talent across all levels of the firm |

  73. 2025 Individual Performance

    | COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS | | ANNUAL VARIABLE COMPENSATION: EQUITY-BASED - PSUS |

  74. 2025 Individual Performance

    | Annual Variable Compensation: Equity-Based - PSUs |

  75. 2025 Individual Performance

    We believe it is important to pay a significant portion of our annual variable compensation in equity-based awards. To this end, for 2025 annual compensation, 70% of Mr. Solomon’s and 60% of all other NEOs’ variable compensation was paid in PSUs. Our equity-based variable compensation is subject to various robust risk-balancing features, as described more fully in —Other Compensation Policies and Practices. Treatment upon a termination of employment or Change in Control is described more fully in —Executive Compensation—Potential Payments upon Termination or Change in Control.

  76. 2025 Individual Performance

    | Key Terms of the Year-End PSUs | | | | | | ∎ PSUs provide recipients with annual variable compensation that has a metrics-based outcome. The ultimate value paid to the NEO is subject to firm performance both through stock price and a metrics-based structure. ROE is used because it is a risk-based metric that is an important indicator of firmwide operating performance and is viewed by many stakeholders as a key performance metric. ∎ PSUs will be paid at 0-150% of the initial award based on our average ROE over 2026-2028, using absolute and relative metrics as described in the below table. | | | | | | 3-Year Average Absolute ROE | % Earned | | 3-Year Average Relative ROE | % Earned(a) | | <5% | 0% | | <25th percentile | 25% | | 5% to <16% | Based on relative ROE; see scale at right | | 25th percentile | 50% | | | | | 60th percentile | 100% | | ≥16% | 150% | | ≥75th percentile | 150% | | (a) Percentage earned is scaled if performance is between specified thresholds; payout is automatically capped at 100% if 3-year average GS ROE is between 5% and 6%. | | | | | | ∎ PSU performance thresholds for PSUs granted in January 2026 (for 2025 year-end compensation) were unchanged year over year. Our Compensation Committee continues to believe these thresholds remain appropriate to incentivize senior management to achieve our strategic goals and enhance long-term shareholder value. PSU design, including performance thresholds, will continue to be reviewed annually in connection with annual compensation decisions. ∎ PSUs granted in January 2026 will settle in 2029 (when final information regarding applicable Peer performance is available). For the CEO, COO and CFO, PSUs will settle 50% in cash based on the average closing price of our Common Stock over a ten-trading-day period and 50% in Shares at Risk. For our other NEOs, PSUs will settle 100% in shares of Common Stock, substantially in the form of Shares at Risk. | | | | |

  77. 2025 Individual Performance

    ∎ For purposes of the relative ROE metric, for PSUs granted in January 2026, our relative performance will be assessed against our U.S. and European Peers. Our Compensation Committee believes that these Peers appropriately and comprehensively reflect those firms that have a major presence across our collection of scaled businesses and that have regulatory requirements (such as with respect to capital) similar to ours. ∎ Average ROE is the average of the annual ROE for each year during the performance period. » Annual ROE for the firm is calculated as annualized net earnings applicable to common shareholders divided by average common shareholders’ equity, as publicly reported by Goldman Sachs in its annual report, rounded to one decimal place. » For purposes of determining ROE of our Peers with respect to the PSUs’ relative metrics, annual ROE is as reported in the Peer company’s publicly disclosed annual report, rounded to one decimal place. ∎ In certain circumstances (e.g., a merger, change in corporate structure or other similar corporate transaction) that result in a substantial change in a Peer company’s business or revenue mix, the Committee shall adjust the Peer group and/or make such other equitable adjustments as the Committee deems appropriate. Certain adjustments (e.g., to a Peer company’s ROE for purposes of the relative ROE calculation) will be based on publicly disclosed financial information.

  78. 2025 Individual Performance

    | COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS | | ANNUAL VARIABLE COMPENSATION: long term executive carried interest incentive program |

  79. 2025 Individual Performance

    » Following UBS Group AG’s acquisition of Credit Suisse in 2023, pursuant to the terms of the awards, the Compensation Committee approved an equitable adjustment based on publicly disclosed financial information to UBS’s 2023 ROE included in the calculation of relative ROE in the 2021 Year-End and 2022 Year-End PSUs to reflect the extraordinary nature of this transaction and maintain the intended economics of the awards. ∎ Each PSU granted to our NEOs includes a cumulative dividend equivalent right payable only if and when that PSU is earned. ∎ PSUs granted to our NEOs who meet certain age and service requirements on the grant date have no additional service-based vesting requirement; however, all PSUs are subject to various robust risk-balancing features, as described in —Other Compensation Policies and Practices below. ∎ For information on the vesting following the end of the performance period of our NEOs' 2021 Year-End PSUs, see —Executive Compensation—2025 Stock Vested. » Information on the vesting following the end of the performance period for our NEOs' 2022 Year-End PSUs will be available in Spring 2026 once final information regarding 2023-2025 Peer performance is available.

  80. 2025 Individual Performance

    | Annual Variable Compensation: Long Term Executive Carried Interest Incentive Program | | The Carried Interest Program reduces the cash element of annual variable compensation in order to tie a portion of such compensation to the long-term performance of a strategic growth area for the firm. |

  81. 2025 Individual Performance

    | COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS | | ANNUAL VARIABLE COMPENSATION: long term executive carried interest incentive program |

  82. What is an Access Fund?

    | COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS | | ANNUAL VARIABLE COMPENSATION: long term executive carried interest incentive program |

  83. What is an Access Fund?

    | Key Terms of the Carried Interest Program | | | Program Participation | Executive Officers (including each of our NEOs) The program may also be provided to certain other senior leaders as may be determined from time to time by the Compensation Committee. | | Percentage of Annual Variable Compensation | For 2025, the Carried Interest Program will represent: ∎ CEO: 25% of non-equity variable compensation (i.e., 7.5% of annual variable compensation) ∎ COO, CFO: 20% of non-equity variable compensation (i.e., 8% of annual variable compensation) ∎ Other NEOs: 10% of non-equity variable compensation (i.e., 4% of annual variable compensation) The percentage of annual variable compensation allocated to the CIP will be reduced, including to zero, for each participant in a year where insufficient carry points are available. In addition, when making compensation determinations for a given year, the Compensation Committee may determine to adjust for such year the percentage of annual variable compensation to be allocated to the Carried Interest Program as it deems necessary, desirable or appropriate. | | Conversion Mechanism | Allocation of carry points is based on a third-party valuation of the present value of the estimated future carried interest distributions from the underlying funds. A valuation will be conducted for each applicable access fund that will be part of the Carried Interest Program. | | Distributions | Distributions will be paid in cash based on the performance of the assets within the funds and the performance requirements (e.g., preferred returns) and other provisions set forth in the Amended and Restated Agreement of Limited Partnership (together with the subscription agreement or other related materials, the partnership agreement) and underlying fund documentation. Distributions will be paid in proportion to the percentage of overall carry points held by a participant. If and when such distributions are made, any amounts paid to NEOs will be disclosed in the Summary Compensation Table in the proxy statement for that year. | | Vesting | Carry points vest ratably over three years, with certain exceptions as provided in the partnership agreement. Carried Interest Program participants who meet certain age and service requirements have no future service requirement, and carry points will continue to vest on the three-year ratable schedule following termination subject to compliance with restrictive covenants (i.e., no acceleration of vesting). All other terminations will result in forfeiture of unvested carry points and any related future distributions. Vesting is subject to compliance with agreements with the firm, including notice period, non-compete and non-solicit covenants. | | Recapture Provisions | Carry points and any related distributions will be subject to forfeiture and clawback provisions, including recapture for events constituting Cause, failure to perform obligations under any agreement with Goldman Sachs and participating in (or otherwise overseeing or being responsible for, depending on the circumstances, another individual’s participation in) materially improper risk analysis or failing to sufficiently raise concerns about risks (see —Other Compensation Policies and Practices). Distributions may also be subject to repayment pursuant to the additional terms and conditions set forth in the partnership agreement. | | Other Key Terms | No distributions (other than tax distributions) will be paid to participants for a year in which the firm’s ROE is less than 5% or its CET1 ratio falls below regulatory minimums; in those circumstances, distributions will be deferred until ROE and capital requirements are met. |

  84. What is an Access Fund?

    | COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS | | EQUITY-BASED LONG-TERM INCENTIVE: RETENTION RSUS |

  85. What is an Access Fund?

    | Equity-Based Long-Term Incentive: Retention RSUs |

  86. What is an Access Fund?

    | The January 2025 grant of Retention RSUs reflected the Board’s desire to retain the current CEO and COO as a senior leadership team and maintain a strong succession plan for the future of the firm. |

  87. What is an Access Fund?

    | As previously disclosed (including in our proxy statement for our 2025 Annual Meeting) in January 2025, the independent directors of the Board, as recommended by our independent Compensation Committee, granted Retention RSUs to each of David Solomon and John Waldron. The grant of Retention RSUs reflected the Board’s desire to retain the current CEO and COO as a senior leadership team, sustain the strong momentum they have demonstrated in executing on our firmwide strategic priorities, help promote stability and continuity in our senior leadership and maintain a strong succession plan for the future of the firm. Among other considerations, the Board took into account each of Mr. Solomon’s and Mr. Waldron’s strategic leadership and performance over their tenures. The Board also took into account other considerations as described in —How Our Compensation Committee Makes Decisions—Stakeholder Feedback. | Promote retention and stability in senior leadership | Further enhance alignment with long- term shareholder value creation (100% stock-based) | | | Sustain momentum in strong execution of firmwide strategic priorities | Recognize strong performance and strategic leadership over CEO/COO tenures |

  88. What is an Access Fund?

    The Retention RSUs are 100% stock-based awards, and therefore further enhance Messrs. Solomon’s and Waldron’s alignment with long-term shareholder value creation. The Retention RSUs were not and are not part of Messrs. Solomon’s and Waldron’s annual compensation.

  89. What is an Access Fund?

    | Key Terms of the Retention RSUs | | | Grant Amount | ∎ 130,508 RSUs ($80 million grant date value), determined based on a conversion price of $612.99, the closing price per share of Common Stock on the NYSE on January 16, 2025, the grant date ∎ Retention RSUs include a dividend equivalent right | | Vesting | Five-year cliff vesting (will not vest until January 2030, subject to continuous service with Goldman Sachs and with only certain limited exceptions provided in the applicable award agreement and the SIP, such as death and disability). | | Form of Settlement | Settled 100% in shares of Common Stock following the end of the five-year vesting period. Shares delivered pursuant to the Retention RSUs will be subject to the firm’s stock ownership guidelines and retention requirements (see —Other Compensation Policies and Practices). | | Recapture Provisions | Retention RSUs will be subject to the firm’s forfeiture and clawback provisions (see —Other Compensation Policies and Practices). |

  90. What is an Access Fund?

    | COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS | | EQUITY-BASED LONG-TERM INCENTIVE: SHAREHOLDER VALUE CREATION AWARDS |

  91. What is an Access Fund?

    | Equity-Based Long-Term Incentive: Shareholder Value Creation Awards |

  92. What is an Access Fund?

    | Key Terms of Our NEOs’ SVC Awards(a) | | | | | | | TSR Thresholds (Absolute & Relative) | Cumulative Absolute TSR Goals | % of Target Earned | | Relative TSR Goals | % of Target Earned | | | ≥75% | 75% | | ≥80th percentile | 75% | | | 60% | 50% | | 65th percentile | 50% | | | 47% | 25% | | 40th percentile | 25% | | | <47% | 0% | | <40th percentile | 0% | | | Performance-based vesting for the SVC Awards is based 50% on absolute TSR goals and 50% on relative TSR goals, all of which have been pre-established by the Board. | | | | | | Peer Group for Relative Thresholds | U.S. Peers: BAC, C, JPM, MS, BK, WFC | | | | | | Achievement of Thresholds | ∎ Absolute TSR: Highest average adjusted closing price of GS stock for any 30 consecutive trading days during performance period ∎ Relative TSR: 30-day average adjusted closing price prior to beginning and end of performance period | | | | | | Performance Period and Vesting | Vesting will occur over a five-year performance period beginning for all SVC Awards on October 21, 2021, subject to continuous service until the end of the five-year performance period, with limited exceptions provided in the applicable award agreement and the SIP, such as death and disability. | | | | | | Form of Settlement and Transfer Restrictions | Any amounts earned under the SVC Awards are settled 100% in shares of Common Stock that will deliver at the end of the five-year performance period. Any shares earned will be Shares at Risk subject to transfer restrictions for one year after delivery, and will also be subject to forfeiture and clawback provisions (see —Other Compensation Policies and Practices). | | | | | | (a) See —Compensation Discussion and Analysis—Equity-Based Variable Compensation Elements of Annual Compensation—Shareholder Value Creation Awards —A Detailed Look in our proxy statement for our 2023 Annual Meeting of Shareholders for more details. | | | | | |

  93. Robust Risk-Balancing Features

    Robust Risk-Balancing Features Compensation granted to our NEOs is subject to various long-standing risk-balancing features, including the use of Shares at Risk, retention requirements and, for our Executive Leadership Team, additional stock ownership guidelines. ∎ Shares at Risk: Shares at Risk are shares (after applicable tax withholding) that are subject to transfer restrictions as follows: » For PSUs granted as part of annual compensation, calculated based on the grant date (for 2025 Year-End PSU awards granted in January 2026, Shares at Risk will be subject to transfer restrictions through January 2030). » For SVC Awards, Shares at Risk will be subject to transfer restrictions for one year after delivery (through October 2027) of any shares of Common Stock that are earned.

  94. Robust Risk-Balancing Features

    ∎ Transfer restrictions generally prohibit the sale, transfer, hedging or pledging of underlying Shares at Risk, even if the NEO leaves our firm (subject to limited exceptions). For more detail, see —Executive Compensation—Potential Payments upon Termination or Change in Control. Any shares delivered pursuant to the Retention RSUs will not have any additional transfer restrictions. ∎ Retention Requirements: Pursuant to our internal policy applicable to members of our Management Committee, each of our NEOs is subject to retention requirements with respect to shares of Common Stock received in respect of equity awards: » Our CEO is required, for so long as he holds such position, to retain (directly or indirectly through estate planning entities) at least 75% of the shares of Common Stock granted (net of payment of any withholding taxes) as compensation (After-Tax Shares) since becoming CEO. » Similarly, each of our COO and CFO is required, for so long as he holds such position, to retain (directly or indirectly through estate planning entities) at least 50% of After-Tax Shares granted as compensation since being appointed to such position. » Our other NEOs are required, for so long as they serve on the firm’s Management Committee, to retain (directly or indirectly through estate planning entities) at least 25% of After-Tax Shares granted as compensation since being appointed to the Management Committee. ∎ Stock Ownership Guidelines: In addition, our Executive Leadership Team is subject to additional stock ownership guidelines that supplement the retention requirements. These guidelines provide that: » Our CEO must retain beneficial ownership of a number of shares of Common Stock equal in value to 10x his base salary for so long as he remains our CEO. » Each of our COO and CFO must retain beneficial ownership of a number of shares of Common Stock equal in value to 6x his base salary for so long as he remains in such position at the firm. » Transition rules apply in the event that an individual becomes newly appointed to one of the positions subject to these guidelines. » Each member of our Executive Leadership Team met these stock ownership guidelines in 2025. ∎ Recapture Provisions: We have a long-standing practice of including robust forfeiture and recapture provisions (collectively, Recapture) in our variable compensation award agreements. Pursuant to these Recapture provisions, if, after delivery, payment or release of transfer restrictions, we determine that a forfeiture event had previously occurred, we can require repayment to the firm of the award (including amounts withheld to pay withholding taxes) and any other amounts paid or delivered in respect thereof. » Our Conduct-related Recapture provisions include:

  95. Robust Risk-Balancing Features

    | | Cause | Failure to Consider Risk | | | All outstanding equity-based awards (e.g., PSUs, RSUs, SVC Awards and underlying Shares at Risk) as well as carry points and related distributions pursuant to the Carried Interest Program, in each case at the time the conduct constituting Cause occurs | All equity-based awards (e.g., PSUs, RSUs, SVC Awards and underlying Shares at Risk) covered by the specified time period (e.g., the year for which the award was granted, the retention period, or, for SVC Awards, the entire performance period) as well as carry points and related distributions pursuant to the Carried Interest Program |

  96. Executive Compensation

    | 2025 | ∎ | “Bonus” is cash variable compensation for 2025 | | | ∎ | “Stock Awards” (as previously described in our proxy statement for our 2025 Annual Meeting) are: | | | | » PSUs awarded for 2024 (referred to as 2024 Year-End PSUs) | | | | » Retention RSUs granted to Messrs. Solomon and Waldron in 2025 | | 2024 | ∎ | “Bonus” is cash variable compensation for 2024 | | | ∎ | “Stock Awards” are PSUs awarded for 2023 (referred to as 2023 Year-End PSUs) | | 2023 | ∎ | “Bonus” is cash variable compensation for 2023 | | | ∎ | “Stock Awards” are PSUs awarded for 2022 (referred to as 2022 Year-End PSUs) |

  97. Executive Compensation

    | 2025 Summary Compensation Table |

  98. Executive Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | | | Change in Pension | All Other Compensation | Total ($) | | | | | | Year-End Awards(a) | Retention RSUs(b) | Total | Value ($)(c) | ($)(d) | | | | 2025 | 2,000,000 | 10,125,000 | 25,287,776 | 80,000,099 | 105,287,875 | 90 | 1,478,719 | 118,891,684 | | David Solomon | 2024 | 2,000,000 | 8,325,000 | 19,839,812 | — | 19,839,812 | — | 1,125,298 | 31,290,110 | | Chairman and CEO | 2023 | 2,000,000 | 8,700,000 | 15,649,863 | — | 15,649,863 | 99 | 653,298 | 27,003,260 | | | 2025 | 1,850,000 | 13,808,000 | 21,177,285 | 80,000,099 | 101,177,384 | 404 | 1,299,886 | 118,135,674 | | John Waldron | 2024 | 1,850,000 | 11,568,000 | 16,506,948 | — | 16,506,948 | — | 1,046,600 | 30,971,548 | | President and COO | 2023 | 1,850,000 | 11,260,000 | 12,626,934 | — | 12,626,934 | 492 | 564,258 | 26,301,684 | | | 2025 | 1,850,000 | 9,328,000 | 14,733,846 | — | 14,733,846 | 1,820 | 651,259 | 26,564,925 | | Denis Coleman | 2024 | 1,850,000 | 8,048,000 | 10,643,117 | — | 10,643,117 | — | 537,693 | 21,078,810 | | CFO | 2023 | 1,850,000 | 7,260,000 | 8,835,914 | — | 8,835,914 | 2,360 | 661,244 | 18,609,518 | | | 2025 | 1,500,000 | 8,460,000 | 12,004,280 | — | 12,004,280 | — | 324,421 | 22,288,701 | | Kathryn Ruemmler* | 2024 | 1,500,000 | 7,560,000 | 8,305,400 | — | 8,305,400 | — | 269,689 | 17,635,089 | | CLO and General Counsel | 2023 | 1,500,000 | 5,800,000 | 5,947,730 | — | 5,947,730 | — | 128,494 | 13,376,224 | | John Rogers | 2025 | 1,500,000 | 6,120,000 | 8,288,823 | — | 8,288,823 | 757 | 811,660 | 16,721,240 | | Executive Vice President | 2024 | 1,500,000 | 5,220,000 | 6,587,141 | — | 6,587,141 | 244 | 770,528 | 14,077,913 |

  99. Executive Compensation

    | COMPENSATION MATTERS—EXECUTIVE COMPENSATION | | 2025 GRANTS OF PLAN-BASED AWARDS |

  100. Executive Compensation

    | 2025 Grants of Plan-Based Awards |

  101. Executive Compensation

    | (a) Consists of 2024 Year-End PSUs granted in January 2025. See —2025 Outstanding Equity Awards at Fiscal Year-End and —Potential Payments upon Termination or Change in Control below for additional information. (b) Consists of Retention RSUs granted in January 2025. See —2025 Outstanding Equity Awards at Fiscal Year-End and —Potential Payments upon Termination or Change in Control below for additional information. (c) Amounts included represent the grant date fair value. Grant date fair value for 2024 Year-End PSUs is determined by multiplying the target number of PSUs by $612.99, the closing price per share of Common Stock on the NYSE on January 16, 2025, the grant date. For the portion of the 2024 Year-End PSUs granted to each of our NEOs that is stock settled, the value includes an approximately 5% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. Grant date fair value for Retention RSUs for Messrs. Solomon and Waldron is determined by multiplying the aggregate number of RSUs by $612.99, the closing price per share of Common Stock on the NYSE on January 16, 2025, the grant date. |

  102. Executive Compensation

    | 2025 Outstanding Equity Awards at Fiscal Year-End |

  103. Executive Compensation

    | COMPENSATION MATTERS—EXECUTIVE COMPENSATION | | 2025 STOCK VESTED |

  104. Executive Compensation

    | 2025 Stock Vested |

  105. Executive Compensation

    | COMPENSATION MATTERS—EXECUTIVE COMPENSATION | | 2025 PENSION BENEFITS |

  106. Executive Compensation

    | 2025 Pension Benefits |

  107. Executive Compensation

    | 2025 Non-Qualified Deferred Compensation |

  108. Executive Compensation

    | COMPENSATION MATTERS—EXECUTIVE COMPENSATION | | 2025 non-qualified deferred compensation |

  109. Executive Compensation

    | Potential Payments upon Termination or Change in Control |

  110. PCP

    | COMPENSATION MATTERS—EXECUTIVE COMPENSATION | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  111. SIP Awards

    | COMPENSATION MATTERS—EXECUTIVE COMPENSATION | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  112. Carried Interest Program

    | COMPENSATION MATTERS—EXECUTIVE COMPENSATION | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  113. Other Terms

    | COMPENSATION MATTERS—EXECUTIVE COMPENSATION | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  114. Other Terms

    | COMPENSATION MATTERS—EXECUTIVE COMPENSATION | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  115. Our Say on Pay Vote gives our shareholders the opportunity to cast an advisory vote to approve the compensation of all of our NEOs. We currently include this advisory vote on an annual basis.

    | COMPENSATION MATTERS—PAY RATIO DISCLOSURE |

  116. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with SEC rules, we have calculated the ratio between the 2025 compensation of our CEO and the median of the 2025 compensation of all of our employees (other than the CEO) (Median Compensation Amount). ∎ Using reasonable estimates and assumptions where necessary, and in accordance with SEC rules, we have determined that the Median Compensation Amount (calculated in accordance with SEC rules) for 2025 is $160,667. » We identified the employee who received the Median Compensation Amount as of December 31, 2025 using the firm’s standard internal compensation methodology known as “per annum total compensation,” which measures each employee’s fixed compensation and incentive compensation for a particular year, with appropriate prorations made to reflect actual compensation paid to part-time employees and currency conversions, as applicable. ∎ Mr. Solomon’s compensation for 2025, as disclosed in the Summary Compensation Table, is $118,891,684, and the ratio between this amount and the Median Compensation Amount is approximately 740:1. Our Compensation Principles, described in more detail in —Compensation Discussion and Analysis—How Our Compensation Committee Makes Decisions, apply to all of our people, regardless of their compensation level, and reflect the importance of (1) paying for performance, (2) encouraging firmwide orientation and culture, (3) discouraging imprudent risk taking, (4) attracting and retaining talent and (5) promoting a strong risk management and control environment.

  117. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by SEC rules, we have calculated “compensation actually paid” and set forth the requisite company-selected financial measures below. Paying for performance is a key element of our Compensation Principles and our approach to executive compensation. As detailed in our —Compensation Discussion and Analysis above, the Compensation Committee places substantial importance on the assessment of firmwide performance when determining NEO compensation. To this end, the Committee utilizes the Assessment Framework to assess a variety of financial and nonfinancial measures in applying its informed judgment to evaluate and set annual pay amounts. See —Compensation Discussion and Analysis—How Our Compensation Committee Makes Decisions and —Compensation Discussion and Analysis—2025 Annual Compensation. We believe that the structure of our equity-based awards provides an intrinsic link to the firm’s longer-term performance. Through the use of PSUs, the amounts ultimately realized by our NEOs with respect to annual compensation are subject to ongoing performance metrics (absolute and relative ROE) and are further tied to the firm’s longer-term performance through stock price (settlement of PSUs and Shares at Risk delivered in respect thereof). Given the use of ROE in our annual PSUs, ROE has been included as our “company-selected measure” in the table below. While the Committee takes into account each of the measures in our Assessment Framework in a holistic manner to evaluate executive compensation in consideration of firm performance (without ascribing any specific weight to any single factor or metric), the below measures from the Assessment Framework have been selected as they represent those firmwide performance measures for which the firm currently has set forward financial targets.

  118. Pay Versus Performance Disclosure

    | ∎ ROE ∎ ROTE ∎ Efficiency Ratio |

  119. Pay Versus Performance Disclosure

    In addition, other equity-based awards, including the SVC Awards and Retention RSUs, as well as the Carried Interest Program, further tie recipients’ interests to the firm’s longer-term performance across a variety of metrics (e.g., absolute and relative TSR, stock price, fund performance). The amounts set forth below in the required table are calculated pursuant to SEC rules but do not represent amounts that have been actually earned or realized by our NEOs, including in respect of PSUs, SVC Awards and Retention RSUs. Performance and other vesting conditions (as applicable) for many of these awards have either not yet been satisfied or final performance information is not yet available. As a result, this information does not reflect compensation that is actually paid or realized. For more information, please refer to our Stock Vested table in the applicable proxy statement for each year in —Executive Compensation for the value realized by NEOs on the vesting of equity-based awards, if any.

  120. Pay Versus Performance Disclosure

    | Year | Summary Compensation | “Compensation Actually Paid” to | Average Summary | Average “Compensation | Value of Initial Fixed $100 Investment Based on:(d) | | Net Income ($000s)(e) | ROE (%) | | | Table Total for PEO ($)(a) | PEO ($)(a)(b) | Compensation Table Total for Non-PEO Named Executive Officers ($)(c) | Actually Paid" to Non-PEO Named Executive Officers ($)(b)(c) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2025 | 118,891,684 | 309,806,309(f) | 45,927,635 | 131,009,842(g) | 375 | 203 | 17,176,000 | 15.0 | | 2024(h) | 31,290,110 | 119,993,627 | 20,940,840 | 63,890,830 | 240 | 176 | 14,276,000 | 12.7 | | 2023(h) | 27,003,260 | 12,679,678 | 18,143,166 | 9,477,181 | 158 | 135 | 8,516,000 | 7.5 | | 2022(h) | 32,165,331 | 27,305,561 | 22,779,325 | 23,679,400 | 136 | 121 | 11,261,000 | 10.2 | | 2021(h) | 40,682,451 | 97,365,822 | 21,532,279 | 43,700,264 | 148 | 135 | 21,635,000 | 23.0 |

  121. Pay Versus Performance Disclosure

    (a) As Chairman and CEO in each of 2025, 2024, 2023, 2022 and 2021, Mr. Solomon was our principal executive officer (PEO) under SEC rules. (b) The dollar amounts reported in the “Compensation Actually Paid to PEO” column and the “Average Compensation Actually Paid to Non-PEO Named Executive Officers” column represent the amount of “compensation actually paid” to our PEO and the “average compensation actually paid” to our non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. While the SEC rules require us to disclose these amounts, they do not correlate to actual amounts that will or may be paid to our NEOs. For performance-based awards, the actual amounts that will or may be paid to each NEO will be determined following the completion of the applicable performance period based upon the actual achievement over such performance period. The SEC rules require fair values to be calculated. Fair values were calculated as follows: With respect to outstanding PSUs for which the performance period has not been completed, fair value was calculated by estimating probable performance, which considers actual performance for the firm and Peers. With respect to outstanding SVC Awards for which the performance period has not been completed, fair value was calculated to reflect estimated level of achievement against absolute and relative thresholds, based upon the probability of achieving the award’s goals. Fair Values as of December 31, 2025. Fair value of the 2024, 2023 and 2022 Year-End PSUs as of December 31, 2025 was determined by multiplying 150% of the target number of PSUs by $879.00, the closing price per share of Common Stock on the NYSE on December 31, 2025 and including an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the SVC Awards as of December 31, 2025 was determined by multiplying 141% of the target number of SVC Awards by $879.00, the closing price per share of Common Stock on the NYSE on December 31, 2025, and including an approximately 7% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these awards. Fair value of Messrs. Solomon's and Waldron's Retention RSUs as of December 31, 2025 was determined by multiplying the aggregate number of RSUs by $879.00, the closing price per share of Common Stock on the NYSE on December 31, 2025. (c) In 2025 and 2024, our non-PEO NEOs were Messrs. Waldron, Coleman and Rogers and Ms. Ruemmler (the 2025 Other NEOs). In 2023 and 2022, our non-PEO NEOs were Messrs. Waldron, Coleman and Philip Berlinski (our former Global Treasurer) and Ms. Ruemmler. In 2021, our non-PEO NEOs were Mr. Waldron, Berlinski and Stephen Scherr (our former CFO) and Ms. Ruemmler. (d) Reflects value of fixed $100 investment made on December 31, 2020. With respect to each of 2025, 2024, 2023, 2022 and 2021, Peer Group Total Shareholder Return reflects total shareholder return of S&P 500 Financials Index. (e) Information in this column reflects “Net Earnings” as reported in our Annual Reports on Form 10-K as we do not use the term “Net Income.” (f) With respect to our PEO, using as a starting point $118,891,684, our PEO’s total compensation for 2025, as reported in our Summary Compensation Table, we: (i) deducted $25,287,776, the grant date fair value of his 2024 Year-End PSUs; (ii) deducted $80,000,099, the grant date fair value of his Retention RSUs; (iii) added $54,098,150, the fair value of his 2024 Year-End PSUs as of December 31, 2025; (iv) added $114,716,532, the fair value of his Retention RSUs as of December 31, 2025; (v) added $23,564,114, the change in the fair value of his 2023 Year-End PSUs between December 31, 2024 and December 31, 2025; (vi) added $39,965,945, the change in the fair value of his 2022 Year-End PSUs between December 31, 2024 and December 31, 2025; (vii) added $18,019,968, the change in the fair value of his 2021 Year-End PSUs between (A) December 31, 2024 and (B) April 30, 2025, the settlement date, determined as described in footnote (b) to the 2025 Stock Vested table and, with respect to the stock-settled portion of the award, including an approximately 5% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of such PSUs; (viii) added $40,615,733, the change in the fair value of his SVC Award between December 31, 2024 and December 31, 2025; (ix) added $5,222,148, the value of the dividends paid in respect of his 2021 Year-End PSUs and Retention RSUs prior to the vesting of such PSUs and RSUs; and (x) deducted $90, the aggregate change in the actuarial present value of his accumulated benefit under the GS Pension Plan. There are no applicable service costs or prior service costs under the GS Pension Plan. (g) With respect to the 2025 Other NEOs, using as a starting point $45,927,635, the average total compensation for 2025 for our 2025 Other NEOs, as collectively reported in our Summary Compensation Table, we: (i) deducted $34,051,083, the average of the aggregate grant date fair values of our 2025 Other NEOs’ 2024 Year-End PSUs and Mr. Waldron's Retention RSUs; (ii) added $58,677,049, the average of the fair values of our 2025 Other NEOs’ 2024 Year-End PSUs and Mr. Waldron's Retention RSUs, in each case as of December 31, 2025; (iii) added $58,584,295, the average of the change in the fair value of the 2025 Other NEOs’ (A) 2023 Year-End PSUs between December 31, 2024 and December 31, 2025; (B) 2022 Year-End PSUs between December 31, 2024 and December 31, 2025; (C) 2021 Year-End PSUs (excluding Mr. Coleman’s 2021 Year-End U.K. PSUs) between December 31, 2024 and April 30, 2025, the settlement date, in each case determined as described in footnote (b) to the 2025 Stock Vested table and, with respect to the stock settled portion of the award, including an approximately 5% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of such PSUs; (D) Mr. Coleman’s 2021 Year-End U.K. PSUs between December 31, 2024 and April 30, 2025, determined as described in footnote (b) to the 2025 Stock Vested table and including an approximately 6% liquidity discount to reflect the January 2026 and January 2027 delivery dates and both the transfer restrictions on the Common Stock underlying such PSUs and the lack of dividend equivalent rights; and (E) SVC Awards between December 31, 2024 and December 31, 2025; (iv) added $1,872,691, the average value of the dividends paid to our 2025 Other NEOs in respect of their 2021 Year-End PSUs prior to the vesting of such PSUs and to Mr. Waldron in respect of his Retention RSUs prior to the vesting of such RSUs and (v) deducted $745, the average aggregate change in the actuarial present value of our 2025 Other NEOs’ accumulated benefits under the GS Pension Plan. There are no applicable service costs or prior service costs under the GS Pension Plan. (h) Pursuant to SEC rules, no footnote disclosure has been provided with respect to fiscal years 2021-2024, except where it may be material to understanding the Pay Versus Performance for fiscal year 2025.

  122. “Compensation Actually Paid” (CAP) Versus Performance Measures

    “Compensation Actually Paid” (CAP) Versus Performance Measures In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic description of the relationships between information presented in the Pay Versus Performance table, reflecting changes from 2021-2022, 2022-2023, 2023-2024 and 2024-2025 unless otherwise noted.

  123. “Compensation Actually Paid” (CAP) Versus Performance Measures

    | COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM | | 2025 DIRECTOR COMPENSATION Program |

  124. Director Compensation Program

    Director Compensation Program

  125. Director Compensation Program

    | 2025 Director Compensation Program |

  126. At our 2025 Annual Meeting, our shareholders approved an amended and restated SIP, which includes fixed Director Compensation Program limits. Consistent with these limits, our 2025 Director Compensation Program consisted of:

    At our 2025 Annual Meeting, our shareholders approved an amended and restated SIP, which includes fixed Director Compensation Program limits. Consistent with these limits, our 2025 Director Compensation Program consisted of:

  127. At our 2025 Annual Meeting, our shareholders approved an amended and restated SIP, which includes fixed Director Compensation Program limits. Consistent with these limits, our 2025 Director Compensation Program consisted of:

    | Components of Director Compensation Program for 2025 Service(a)(b) | Annual Value of Award | Form and Timing of Payment | | Annual RSU Grant | $350,000 | RSUs, granted annually in arrears | | Annual Retainer | $100,000 | RSUs or cash, as per director election, paid quarterly in arrears | | Total Annual Base Compensation | $450,000 | | | Committee Chair Fee (if applicable) | $25,000 | RSUs or cash, as per director election, paid quarterly in arrears |

  128. At our 2025 Annual Meeting, our shareholders approved an amended and restated SIP, which includes fixed Director Compensation Program limits. Consistent with these limits, our 2025 Director Compensation Program consisted of:

    | (a) Compensation is prorated, as applicable, according to the number of months served. In connection with Board service, our directors do not receive any incremental fees for attending Board or Committee meetings or serving on special committees formed from time to time. Messrs. Solomon and Waldron do not participate in our Director Compensation Program and did not receive any incremental compensation for service on our Board. The Chair of the TRiS receives compensation as a Committee Chair. (b) Directors who also serve on the board of one of our subsidiaries (e.g., Goldman Sachs Bank USA, Goldman Sachs International) also receive (as applicable) $50,000 for service as a subsidiary board member or $100,000 for service as a subsidiary board chair in recognition of the additional time and workload associated with these roles. |

  129. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account: ∎ Advice from its independent consultant, including with respect to benchmarking on the form, structure and amount of director compensation; ∎ The amount and structure of the compensation program; ∎ Feedback from stakeholders; and ∎ The Director Compensation Program limits in the 2025 SIP.

  130. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | Key Features of Director Compensation |

  131. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | ∎ Designed to attract and retain highly qualified directors with diverse skills, experiences & viewpoints ∎ Appropriately values the significant time commitment required of our directors ∎ Effectively and meaningfully aligns interests of directors with long-term shareholder interests ∎ Recognizes the highly regulated and complex nature of our global business ∎ Takes into account the focus on Board governance and oversight of financial firms ∎ Reflects the shared responsibility of all directors | | Significant Time Commitment by Directors | | | | | | | | In addition to preparation for and attendance at Board and Committee meetings, our directors are engaged in a variety of other ways, including: ∎ Receiving and reviewing postings on significant developments and weekly informational packages ∎ Communicating and meeting with each other, senior management and key employees around the globe ∎ Meeting with our regulators ∎ Participating in firm and industry conferences and other external engagements on behalf of the Board ∎ Engaging with investors (our Lead Director and other directors as may be appropriate from time to time) ∎ Serving on subsidiary boards, as applicable |

  132. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM | | 2025 director summary compensation table |

  133. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | Program features emphasize long-term alignment between director and shareholder interests. |

  134. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | Retention of Independent Director Compensation Consultant |

  135. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    In 2025, our Governance Committee reappointed FW Cook, a compensation consultant, to conduct an independent review of our Director Compensation Program. FW Cook assessed the structure of our Director Compensation Program and its value compared to competitive market practices, taking into account the emphasis on equity compensation, the hold-through retirement requirement and other restrictions on the RSUs, as well as the fixed Director Compensation Program limits specified in the SIP. FW Cook determined that the Director Compensation Program remained competitive with the market and continued to align the interests of our directors with the long-term interests of our shareholders. Our Governance Committee determined that FW Cook is independent and has no conflicts of interest in providing services to our Governance Committee.

  136. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | 2025 Director Summary Compensation Table |

  137. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    The following table sets forth the compensation for our directors as determined by SEC rules, which require us to include equity awards granted during 2025 and cash compensation earned for 2025. The Annual Retainer and/or Committee Chair Fee is paid or granted quarterly, in arrears, in accordance with director elections, and the Annual Grant is made shortly after year-end. Accordingly, this table includes (as may be applicable depending on director election and/or Chair role): ∎ RSUs granted in January 2025 for services performed in 2024 (2024 Annual Grant and fourth quarter grant of the 2024 Annual Retainer and Committee Chair Fee); ∎ RSUs granted during 2025 for services performed in 2025 (the first three quarters of the 2025 Annual Retainer and Committee Chair Fee); and ∎ Cash earned for services performed in 2025 (2025 Annual Retainer and Committee Chair Fee). What We Do Emphasis on Equity Compensation:The majority of director compensation (at least 70%) is in the form of vested equity-based awards (RSUs). Directors may elect to receive 100% of their director compensation in the form of RSUs Hold-through Retirement Requirement:Directors must hold all RSUs granted to them during their entire tenure Shares of Common Stock underlying the RSUs do not deliver until after a director’s retirement Equity Ownership Requirements:Directors are required to own at least 5,000 shares of Common Stock or vested RSUs, with a transition period for new directors What We Don’t Do No fees for attending meetings—attendance is expected and compensation is not dependent on Board meeting schedule No fees for membership on special committees formed from time to time No undue focus on short-term stock performance—director pay aligns with compensation philosophy, not short-term fluctuations in stock price No hedging or pledging of RSUs permitted No hedging of shares of Common Stock permitted No director has shares of Common Stock subject to a pledge

  138. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM | | 2025 DIRECTOR SUMMARY COMPENSATION TABLE |

  139. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    This table also includes information in the “All Other Compensation” column on compensation received by certain directors who also serve on the board of one of our subsidiaries, in recognition of the additional time and workload associated with these roles.

  140. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | | 2025 Fees Earned or Paid | Stock Awards ($)(b) | | | All Other Compensation | Total ($) | | | in Cash ($)(a) | 2024 Program(c) | 2025 Program(d) | Total | ($)(e)(f) | | | Michele Burns | 100,000 | 349,404 | — | 349,404 | 70,000 | 519,404 | | Mark Flaherty | — | 349,404 | 76,146 | 425,550 | 26,797 | 452,347 | | Kimberley Harris | 125,000 | 349,404 | — | 349,404 | 20,000 | 494,404 | | John Hess | — | 204,126 | 76,146 | 280,272 | — | 280,272 | | Kevin Johnson | — | 373,311 | 76,146 | 449,457 | 83,307 | 532,764 | | Ellen Kullman | 125,000 | 349,404 | — | 349,404 | 20,000 | 494,404 | | KC McClure* | — | — | 67,512 | 67,512 | — | 67,512 | | Lakshmi Mittal | — | 373,311 | 76,146 | 449,457 | — | 449,457 | | Thomas Montag | 125,000 | 349,404 | — | 349,404 | 20,000 | 494,404 | | Peter Oppenheimer | — | 380,054 | 94,737 | 474,791 | 121,279 | 596,070 | | Jan Tighe | 125,000 | 349,404 | — | 349,404 | 107,361 | 581,765 | | David Viniar | 125,000 | 349,404 | — | 349,404 | 20,000 | 494,404 |

  141. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | * Ms. McClure joined our Board in February 2025. (a) Includes 2025 Annual Retainer and, as applicable, 2025 Committee Chair Fee. For 2025, each of Ms. Burns, Ms. Harris, Ms. Kullman and Vice Admiral Tighe and Messrs. Montag and Viniar elected to receive their Annual Retainer and, as applicable, Committee Chair Fees in cash. (b) These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from our Board. (c) Includes 2024 Annual Grant (for all directors who served during 2024, with proration, as applicable, for the number of months served) and, for each of Messrs. Johnson, Mittal and Oppenheimer pursuant to their 2024 election, the fourth quarter grant of the 2024 Annual Retainer and/or Committee Chair Fee, as applicable. These values reflect the grant date fair value of RSUs granted on January 16, 2025 for service in 2024 based on the closing price per share of Common Stock on the NYSE on the date of grant ($612.99). (d) Includes 2025 Annual Retainer and, as applicable, 2025 Committee Chair Fee for each of Messrs. Flaherty, Hess, Johnson, Mittal and Oppenheimer and Ms. McClure pursuant to their 2025 election (with proration, as applicable, for the number of months served). These values reflect the grant date fair value of RSUs granted for the first through third quarters during 2025 for service in 2025. The grant date fair value of these RSUs was based on the closing price per share of Common Stock on the NYSE on each applicable grant date: April 15, 2025 ($507.89), July 17, 2025 ($705.84) and October 15, 2025 ($767.93). RSUs in respect of the fourth quarter grant of the 2025 Annual Retainer and 2025 Committee Chair Fee, as well as the 2025 Annual Grant, were granted on January 16, 2026 and are not required to be disclosed in this table but will be reflected in the 2026 Director Summary Compensation Table in our proxy statement for our 2027 Annual Meeting of Shareholders, per SEC rules. (e) These values include the amounts that were donated to charities by our firm to match personal donations made by non-employee directors in connection with requests by these directors made prior to March 2, 2026 under the Goldman Sachs employee matching gift program for 2025. We allow our directors to participate in our employee matching gift program on the same terms as our non-PMD employees, matching gifts of up to $20,000 per participating individual. (f) Our directors who also served on the board of one of our subsidiaries during 2025 were entitled to a cash retainer of $50,000 for service as a subsidiary board member (Ms. Burns, Mr. Johnson and Vice Admiral Tighe) or $100,000 for service as a subsidiary board chair (Mr. Oppenheimer). If applicable, the subsidiary board retainer is prorated according to the number of months served. For Ms. Burns, the amount included represents her cash retainer for Goldman Sachs International board service during 2025. Each of Messrs. Johnson and Oppenheimer elected to have such subsidiary board retainer paid in RSUs (with any such RSUs granted consistent with the RSUs described in footnote (d) above, and providing for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from the applicable subsidiary board). To this end, the amounts included represent the value of RSUs granted in 2025 for Goldman Sachs Bank USA board service (the fourth quarter grant made in January 2025 for service in 2024 and the first through third quarter grants for 2025 service). For Vice Admiral Tighe, the amount included represents her cash retainer for Goldman Sachs Bank USA board service during 2025, as well as the fourth quarter grant of RSUs made in January 2025 for service in 2024. We also reimburse directors for the incremental cost of travel expenses incurred for spouses or partners when we request spouse/partner attendance at an event (such as a client dinner) or may pay such costs directly; such amounts are included as applicable pursuant to SEC rules. |

  142. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    We reimburse directors for their out-of-pocket expenses (or pay such expenses directly) (such as with respect to travel and lodging) in connection with attendance at Board meetings or performance of other services for our firm in their capacities as directors. Please refer to Beneficial Ownership for information pertaining to the outstanding equity awards (all of which are vested) held by each director as of March 2, 2026, including RSUs granted in January 2026 for services performed in 2025 (the 2025 Annual Grant, the fourth quarter grant for the 2025 Annual Retainer and, as applicable, Committee Chair Fee and the fourth quarter grant for the 2025 subsidiary retainer, as applicable). For more information on the work of our Board and its Committees, see Corporate Governance.

  143. In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 levels. In connection with this review, the Governance Committee took into account:

    | AUDIT MATTERS—ITEM 3. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 | | Assessment of Independent Registered Public Accounting Firm |

  144. Some of our directors and executive officers (and persons or entities affiliated with them) have brokerage and/or discretionary accounts at our broker-dealer affiliates and may utilize other ordinary course banking or lending products (including credit cards) offered by Goldman Sachs Bank USA. Certain family office or other entities affiliated with directors may from time to time trade or invest in certificates or other derivative, structured or other types of products issued or offered by Goldman Sachs and its affiliates on substantially the same terms and conditions as other similarly-situated clients. Extensions of credit by Goldman Sachs Bank USA that do not involve more than the normal risk of collectability and do not present other unfavorable features have been and may be made to certain of our directors and executive officers (and persons or entities affiliated with them) in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons unrelated to our firm, and in each case in compliance with relevant laws and regulations.

    Some of our directors and executive officers (and persons or entities affiliated with them) have brokerage and/or discretionary accounts at our broker-dealer affiliates and may utilize other ordinary course banking or lending products (including credit cards) offered by Goldman Sachs Bank USA. Certain family office or other entities affiliated with directors may from time to time trade or invest in certificates or other derivative, structured or other types of products issued or offered by Goldman Sachs and its affiliates on substantially the same terms and conditions as other similarly-situated clients. Extensions of credit by Goldman Sachs Bank USA that do not involve more than the normal risk of collectability and do not present other unfavorable features have been and may be made to certain of our directors and executive officers (and persons or entities affiliated with them) in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons unrelated to our firm, and in each case in compliance with relevant laws and regulations.

  145. Some of our directors and executive officers (and persons or entities affiliated with them) have brokerage and/or discretionary accounts at our broker-dealer affiliates and may utilize other ordinary course banking or lending products (including credit cards) offered by Goldman Sachs Bank USA. Certain family office or other entities affiliated with directors may from time to time trade or invest in certificates or other derivative, structured or other types of products issued or offered by Goldman Sachs and its affiliates on substantially the same terms and conditions as other similarly-situated clients. Extensions of credit by Goldman Sachs Bank USA that do not involve more than the normal risk of collectability and do not present other unfavorable features have been and may be made to certain of our directors and executive officers (and persons or entities affiliated with them) in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons unrelated to our firm, and in each case in compliance with relevant laws and regulations.

    | Firm-Managed Funds and Other Investments |