Proxy Statement (Form DEF 14A)

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to Section 240.14a-12

☑

No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

THE GOLDMAN SACHS GROUP, INC.

2026

Proxy Statement

for our

Annual Meeting

of Shareholders

The Goldman Sachs Group, Inc.-Notice of 2026 Annual Meeting of Shareholders

Items of Business

∎ Item 1. Election to our Board of Directors of the 13 director nominees named in the attached proxy Statement as further described herein

∎ Item 2. an advisory vote to approve executive compensation (Say on pay)

∎ Item 3. ratification of the appointment of PwC as our independent registered public accounting firm for 2026

∎ Items 4-7. consideration of certain shareholder proposals, if properly presented by each shareholder proponent

∎ Transaction of such other business as may properly come before our 2026 Annual Meeting of Shareholders

Time

8:30 a.m., local time

Date

Wednesday, April 29, 2026

Place

Goldman Sachs offices located at:

111 South Main Street, 14th Floor
Salt Lake City, Utah 84111

For more information, see Frequently
Asked Questions

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 29, 2026. our proxy Statement, 2025 Annual Report to Shareholders and other materials are available on our website at www.gs.com/proxymaterials. By March 20, 2026, we will have sent to certain of our shareholders a notice of Internet availability of proxy materials (notice). The notice includes instructions on how to access our proxy Statement and 2025 Annual Report to Shareholders and how to vote online. Shareholders who do not receive the notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 24, 2026. for more information, see Frequently Asked Questions.

TABLE OF CONTENTS

Letter from our Chairman and CEO

Partnership

Client Service

Integrity

Excellence

Letter from our Lead Director

Execution of our strategic objectives across Global Banking & Markets and Asset & Wealth Management.

Inorganic growth initiatives, including the acquisitions of Industry Ventures and Innovator Capital Management, as well as the firm's strategic partnership with and investment in T. Rowe Price.

Continued progress toward completing our objective to narrow our consumer focus, including the announced transition of the Apple Card program.

Relentless commitment to our clients and our One Goldman Sachs operating ethos.

Disciplined financial and nonfinancial risk management, supported by robust control frameworks.

Advancement of our people strategy and continuous re-investment in our culture, with a focus on attracting and retaining the best talent, paying for performance and developing the next generation of leaders.

Continued investment in operating capabilities, including capacity to scale, strengthened resilience and enhanced productivity, exemplified by our One Goldman Sachs 3.0 initiative, and empowered by the responsible deployment of technology, such as artificial intelligence.

Our Board is pleased with the firm's strong 2025 performance and the significant progress that has been made since the firm's Investor Day in January 2020. As detailed during the firm's January 2026 strategic update, the firm has greatly increased the resiliency of its revenues alongside a meaningfully improved risk profile. While we are encouraged by this progress, the Board remains vigilant. The operating environment remains dynamic and we will continue to guide management as the firm seeks to capitalize on opportunities and proactively manage evolving risks.

I also want to highlight the value of our ongoing engagement. Over the past year, I had the privilege to engage with shareholders representing over 35%

2025 Shareholder Value Creation(a)

+54%

+57%

+33%

+6.2%

Stock Price Growth

TSR

Quarterly Dividend Growth

BVPS Growth

Shareholder Value Creation Since Our 2020 Investor Day(a)

+282%

+341%

+260%

+64%

Stock Price Growth

TSR

Quarterly Dividend Growth

BVPS Growth

(a) For source and other information, please see Annex A: Calculation of Non-GAAP Measures and Other Information.

Letter from our Lead Director

Strong support for the firm's strategy, including our demonstrable momentum in executing on our strategic priorities.

Confidence in our executive leadership team.

Recognition of the competitive landscape for talent from both traditional banking peers as well as alternative asset managers and other non-bank liquidity providers, and continued appreciation that the firm's talent is of the utmost importance.

Appreciation for our focus in utilizing our compensation program as a tool to foster retention of top talent and support our longer-term succession planning.

Executive Summary-2026 Annual Meeting Information

Date, Time

and Place

8:30 a.m., local time

Wednesday, April 29, 2026

Goldman Sachs offices located at:

111 South Main Street, 14th Floor
Salt Lake City, Utah

Record Date

March 2, 2026

Admission

Photo identification and proof of ownership as of the record date are required to attend our Annual Meeting. Upon arrival, please follow signage in the building lobby for security screening and entry into the meeting.

Webcast

Our Annual Meeting will also be available through an audio webcast, which will be accessible to the public at www.gs.com/proxymaterials.

Board

Recommendation

Item 1. Election of Directors

FOR each director

Other Management Proposals

Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay)

for

Item 3. Ratification of PwC as Our Independent Registered Public Accounting Firm for 2026

for

Shareholder proposals

Item 4. Shareholder Proposal Regarding Special Shareholder Meeting Thresholds

Requests that the Board amend our organizational documents to lower the ownership threshold for shareholders to call a special meeting from 25% to 10% (John Chevedden)

AGAINST

Item 5. Shareholder Proposal Regarding Charitable Giving Reporting

requests an annual report on recipients of charitable contributions of $5,000 or more as well as information regarding donation purpose, planned future donations, reputational risks, and various other risk analyses (American Family Association)

AGAINST

Item 6. Shareholder Proposal Regarding Disclosure of Energy Supply Ratio

Requests annual disclosure of "Energy Supply Ratio" (Comptroller of the City of New York)

AGAINST

Item 7. Shareholder Proposal Regarding Lobbying Disclosure

Requests an annual report regarding direct and indirect lobbying payments (Mercy Rome and other co-filers)

AGAINST

Executive Summary-STRATEGY and performance highlights

We aspire to be the world's most exceptional financial institution, united by our shared values of partnership, client service, integrity and excellence.

Our Strategic Objectives

Harness One Goldman Sachs

to Serve Our Clients with Excellence

Run World-Class, Differentiated, Durable Businesses

Invest to Operate at Scale

Our culture is what defines us - it is our identity and is at the heart of our commercial success. We are relentless in our commitment to hire and grow exceptional talent from around the world and to assemble

the best teams to serve our clients.

World-Class Franchises

Global Banking & Markets(a)

Asset & Wealth Management(a)

#1 M&A Advisor

Top 5 Global active asset manager

#1 Equities Franchise

Leading alternative asset manager

leading fIcc franchise

premier Ultra-High-Net Worth Franchise

In addition, we successfully transitioned the General Motors credit card program and announced an agreement to transition the Apple Card (AC) program, which substantially completes the narrowing of our focus on our consumer-related activities.

2025 Performance(a)

Net Revenues

Pre-Tax Earnings

EPS

$58.3bn

$21.9bn

$51.32

(+9% YoY)
(ex impact from AC transition: $60.5 bn)

(+19% YoY)

(+27% YoY)

(ex impact from AC transition: $50.87)

ROE

15.0%

(+230 basis points YoY)

(ex impact from AC transition: 14.9%)

ROTE

16.0%

(+250 basis points YoY)

Efficiency Ratio

64.4%

(+1.3 percentage points YoY)

+54%

Growth in Stock Price

+57%

TSR

+33%

Growth in

Quarterly Dividend

+6.2%

Growth in BVPS

(a) For source and other information as well as a reconciliation of ROTE, a non-GAAP measure, to the corresponding GAAP measure, and a reconciliation of results excluding the impact of the AC transition, please see Annex A: Calculation of Non-GAAP Measures and Other Information.

Executive Summary-COMPENSATION HIGHLIGHTS

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

2025 Annual Compensation*

Total Annual

Annual Variable Compensation
Amount at grant allocated to:

Our NEOs

Compensation**

Year-End PSUs***

Carried Interest
Program****

Cash

David Solomon, Chairman and CEO

47.00

31.50

3.38

10.13

John Waldron, President and COO

45.00

25.89

3.45

13.81

Denis Coleman, CFO

31.00

17.49

2.33

9.33

Kathryn Ruemmler, CLO and General Counsel*****

25.00

14.10

0.94

8.46

John Rogers, Executive Vice President

18.50

10.20

0.68

6.12

*

reflects dollar amounts, in millions.

**

Salary plus annual variable compensation consisting of year-end equity-based awards (100% pSus), the carried Interest program (as described herein) and cash bonus.

***

equity amount at grant. for more information, see Compensation Matters-Compensation Discussion and Analysis- Annual Variable Compensation: Equity-Based - PSUs.

****

compensation allocated to carry points pursuant to the carried Interest program (CIP). for more information, see Compensation Matters-Compensation Discussion and Analysis-Annual Variable Compensation: Long Term Executive Carried Interest Incentive Program.

*****

Ms. Ruemmler will retire from her roles as CLO and General Counsel on June 30, 2026.

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

(a) For source and other information, please see Annex A: Calculation of Non-GAAP Measures and Other Information.

Executive Summary-COMPENSATION HIGHLIGHTS

Focus on investing in and transforming the firm's operating systems to strategically position the firm for the future, including the launch of One Goldman Sachs 3.0 (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 top 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

Stakeholder Engagement

Engagement has been, and continues to be, a priority for our Board and management. We engage extensively each year with our shareholders and other stakeholders and value the perspectives they provide. Our shareholders have long shared a wide range of viewpoints with us, including on executive compensation matters. We believe that hearing their direct feedback and maintaining ongoing dialogue is of primary importance and enables a deeper understanding and appreciation of shareholder views than the numerical Say on Pay voting results on their own.

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

EXECUTIVE SUMMARY-CORPORATE GOVERNANCE HIGHLIGHTS

Key Facts About Our Board

Key Board Statistics

Director Nominees

Independence of Nominees

2025 Meetings

Board

13

11 of 13

24

(a)

Audit

5

All

14

Compensation

5

All

8

Governance

11

All

6

Public Responsibilities

3

All

4

Risk

7

All

10

Technology Risk Subcommittee

3

All

5

71

Total Board and

Committee Meetings

14

Director Sessions Without

Management Present

Over 300

Engagements by 2025 Lead Director

and Committee Chairs Outside

of Formal Board Meetings

~46%

New Nominees

in the

Last 5 Years

~7.2 Years

Median Tenure of Nominees

~64.5

Median Age of Nominees

~38%

Nominees who are

Diverse by Race,

Gender or Sexual

Orientation

EXECUTIVE SUMMARY-CORPORATE GOVERNANCE HIGHLIGHTS

Director Nominees

Name/Age

Director Since

Qualifications/Key Experience

David Solomon, 64

Chairman & CEO

October 2018

∎ Experienced leader across the range of our businesses

∎ Deep business, operational and industry expertise

∎ Primary face of our firm

David Viniar, 70*

Independent Lead Director

Chair, Governance

January 2013

∎ Strong financial industry leader

∎ Deep financial acumen and risk and regulatory expertise

∎ Leadership and governance experience

Michele Burns, 68*

October 2011

∎ Broad public company governance experience

∎ Human capital management and strategic consulting experience

∎ Expertise in accounting and the review and preparation of financial statements

Mark Flaherty, 66*

December 2014

∎ Leadership experience in investment management industry

∎ Informed perspective on institutional investors' approach to company performance and corporate governance

∎ Risk expertise

Kimberley Harris, 55*

Chair, Compensation

May 2021

∎ Cross-disciplinary legal experience

∎ Government and regulatory affairs expertise

∎ Informed perspective on public policy and stakeholder views

John Hess, 71*

June 2024

∎ Strong leader with strategic development expertise

∎ Deep business, operations and global expertise

∎ Leadership and governance experience

Kevin Johnson, 65*

October 2022

∎ Technology and consumer leader with multi-disciplinary background

∎ International business and growth markets experience

∎ Leadership and governance expertise

Ellen Kullman, 70*

Chair, Public Responsibilities

December 2016

∎ Key leadership and strategic experience, with engineering background

∎ Corporate governance and compensation expertise

∎ Focus on risk management and governance-related matters

KC McClure, 61*

February 2025

∎ Leadership, finance and operations experience

∎ Background in strategic planning and execution

∎ Expertise in financial management and the review and preparation of financial statements

Thomas Montag, 69*

Chair, Risk

July 2023

∎ Financial services industry expertise

∎ Deep and informed risk management acumen

∎ Leadership experience

Peter Oppenheimer, 63*

Chair, Audit

March 2014

∎ Resource deployment and risk management expertise

∎ Experienced in financial management and the review and preparation of financial statements

∎ Seasoned perspective on oversight of technology and technology risks

Jan Tighe, 63*

Chair, Technology Risk Subcommittee

December 2018

∎ Expert in technology risk, including cybersecurity

∎ Strategic planning and operations expertise

∎ Leadership and governance experience

John Waldron, 57

February 2025

∎ Broad experience across our firm with deep industry knowledge and operational expertise

∎ Client-centric perspective

∎ Strong focus on risk management and culture

CORporate Governance-CORPORATE GOVERNANCE BEST PRACTICES

CORPORATE GOVERNANCE-ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

Proposal Snapshot-Item 1. Election of Directors

What is being voted on: Election of 13 director nominees to our Board.

Board recommendation: After a review of the individual qualifications and experiences of each of our director nominees and their contributions to our Board (as applicable), our Board determined unanimously to recommend that shareholders vote FOR all of our director nominees.

Our Directors

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.

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

CORPORATE GOVERNANCE-ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

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

∎

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.

∎

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.

CORPORATE GOVERNANCE-ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

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

CORPORATE GOVERNANCE-ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

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

CORPORATE GOVERNANCE-ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

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

CORPORATE GOVERNANCE-ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

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

CORPORATE GOVERNANCE-ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

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

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

CORPORATE GOVERNANCE-ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

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

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.)

CORPORATE GOVERNANCE-ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

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

Independence of Directors

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.

CORPORATE GOVERNANCE-STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

OUR BOARD COMMITTEES

Our Board Committees

∎

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

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

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.

CORPORATE GOVERNANCE-STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

OUR BOARD COMMITTEES

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

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

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

CORPORATE GOVERNANCE-STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

BOARD AND COMMITTEE EVALUATIONS

Board and Committee Evaluations

CORPORATE GOVERNANCE-STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

BOARD LEADERSHIP STRUCTURE

Board Leadership Structure

Key Components of Review

Chair-CEO &

Lead Director

Responsibilities

Policies & Practices

to Ensure Strong

Independent Board

Oversight

Shareholder

Feedback & Voting

Results Regarding

Board Leadership

Firm

Performance

Trends &

Developments

Regarding

Leadership

Structure

Sets and approves

agenda for Board

meetings and leads

executive sessions

Focuses on Board

effectiveness

and composition

and conducts

evaluations

Acts as primary

Board contact

for shareholder

engagement and

engages with

regulators

Serves as liaison

between

independent

directors and Chair/

management

CORPORATE GOVERNANCE-STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

BOARD LEADERSHIP STRUCTURE

Powers and Duties of Our Independent Lead Director

∎ Provides independent leadership

∎ Sets agenda for Board meetings, working with our Chair (including adding items to and approving the agenda) and approving the form and type of related materials, as well as reviewing and concurring in the agendas for each Committee meeting

∎ Approves the schedule for Board and Committee meetings

∎ Presides at executive sessions of the independent directors

∎ Calls meetings of the Board, including meetings of the independent directors

∎ Presides at each Board meeting at which the Chair is not present

∎ Engages with directors at and between Board and Committee meetings, including:

» to identify matters for discussion, including for discussion at executive sessions of the independent directors

» to facilitate communication with the Chair (as set forth below)

» one-on-one engagement regarding the performance and functioning of the collective Board, individual director performance and other matters as appropriate

∎ Serves as an advisor to the Chair, including by:

» engaging with the Chair between Board meetings

» facilitating communication between the independent directors and the Chair, including by presenting the Chair's views, concerns and issues to the independent directors, as well as assisting with informing or engaging directors, as appropriate

» raising to the Chair views, concerns and issues of the independent directors, including decisions reached, and suggestions made, at executive sessions, in each case as appropriate

∎ Oversees the Board's governance processes, including Board evaluations, succession planning and other governance-related matters

∎ Leads the annual CEO evaluation

∎ Meets directly with management and non-management employees of the firm

∎ Consults and directly communicates with shareholders and other key constituents, as appropriate

 Strong Governance Practices Support
Independent Board Oversight

Stakeholder Feedback & Engagement

∎ Experienced independent directors, the majority of
whom have executive-level experience

∎ Independent and engaged Chairs of all Committees

∎ Regular executive sessions of independent directors chaired by Lead Director, supplemented by additional sessions of directors without management present

∎ All directors may suggest inclusion of additional subjects on agendas and call an executive session

∎ Annual Board and Committee evaluations include feedback on individual director performance

∎ Independent director participation in, and oversight of, key governance processes, such as CEO performance, executive compensation and succession planning

∎ All directors may contact any employee of our firm directly

∎ Our Chairman and CEO and our Lead Director meet and speak regularly about our Board and our firm

∎ We have generally received positive stakeholder feedback on the nature of our Lead Director role and our annual leadership structure review

» Many investors cite our Lead Director's expansive list of enumerated duties, extensive engagement with shareholders and the insight into our Board provided by our Lead Director's letter in our proxy statement

∎ Our Lead Director, David Viniar, has engaged with the firm's shareholders and other key stakeholders, including our regulators, to discuss a variety of topics, including our Board leadership structure and his responsibilities as Lead Director, Board effectiveness, compensation, the Board's independent oversight of strategy and firm culture, and Board and management succession planning

» In 2025, Mr. Viniar met with investors representing over 35% of our shares outstanding.

CORPORATE GOVERNANCE-STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

YEAR-ROUND REVIEW OF BOARD COMPOSITION & BOARD LEADERSHIP SUCCESSION PLANNING

CORPORATE GOVERNANCE-STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

DIRECTOR EDUCATION

Director Education

Commitment of Our Board

2025 Meetings

Board

24

(a)

Audit

14

71

Total Board and

Committee Meetings

in 2025

Compensation

8

Governance

6

Public Responsibilities

4

Risk

10

Technology Risk Subcommittee

5

Executive Sessions of Independent Directors without Management(b)

6

Additional Sessions of Independent Directors without Management(c)

8

CORPORATE GOVERNANCE-STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

COMMITMENT OF OUR BOARD

CORPORATE GOVERNANCE-BOARD OVERSIGHT OF OUR FIRM

KEY AREAS OF BOARD OVERSIGHT

Key Areas of Board Oversight

Strategy

CORPORATE GOVERNANCE-BOARD OVERSIGHT OF OUR FIRM

KEY AREAS OF BOARD OVERSIGHT

Risk Management

Board risk management oversight (in coordination with each of its Committees) includes:

∎

Strategic and financial considerations

∎

Legal, regulatory, compliance and reputational risks

∎

People strategy

∎

Other financial and nonfinancial risks considered by Committees

Risk Committee (including through the TRiS) risk management oversight includes:

∎

Overall risk-taking tolerance and risk governance, including our Enterprise Risk Management Framework and our Risk Appetite Statement

∎

Liquidity, market, credit, capital, operational (including technology (such as regarding artificial intelligence), information security, cybersecurity, third party and business resilience), model and climate risks

∎

Our Capital Plan, capital ratios and capital adequacy

Audit Committee risk management
oversight includes:

Compensation Committee risk management oversight includes:

∎

Financial reporting considerations, including internal controls over financial reporting

∎

∎

CRO compensation-related risk assessment, including that our firmwide compensation programs and policies should be consistent with the safety and soundness of our firm and not encourage imprudent risk taking

How our performance management and incentive compensation programs promote a strong risk management and control environment

∎

Legal and compliance (including financial crime compliance) risk

∎

Coordination with our Risk Committee, including with respect to risk assessment and risk/business standards management practices

∎

Consideration of risk management and control factors in senior management compensation

Public Responsibilities Committee risk management oversight includes:

Governance Committee risk management oversight includes:

∎

Reputation, culture and constituent impact

∎

Board composition and refreshment

∎

Sustainability-related strategy and considerations

∎

Board leadership succession and executive succession

CORPORATE GOVERNANCE-BOARD OVERSIGHT OF OUR FIRM

KEY AREAS OF BOARD OVERSIGHT

Spotlight on Cybersecurity Risk and New and Emerging Technological Risks

Cybersecurity and information security risks continue to be areas of focus for our stakeholders, including our shareholders and regulators. Oversight of these critical matters is a regular focus of our Board and its Committees and is a key focus of our Technology Risk Subcommittee (known as TRiS). This includes oversight of management's processes, monitoring and controls related to cyber and information security-related risks, such as regular presentations on our approach to cybersecurity threats and cyber and information security risk management from our Chief Information Security Officer (CISO). It also encompasses broader discussions regarding existing and emerging operational and technology risks with leaders across all lines of defense.

Similarly, the risks attendant to the deployment of new and emerging technologies, including generative and agentic artificial intelligence, were top of mind for the Board and its Committees across the breadth of their oversight.

CEO Performance

Executive Succession Planning

∎ Succession planning is a priority for our Governance Committee.

∎ Our Governance Committee has long utilized a framework relating to executive succession planning under which the Committee has defined specific criteria for, and responsibilities of, each of the CEO, COO and CFO roles. The Committee then focuses on the particular skill set needed to succeed in these roles at our firm both on a long-term and an emergency basis.

∎ Executive succession planning takes many forms, including Governance Committee reviews of long-term and emergency succession plans with our CEO, regular closed sessions with the Board and our CEO throughout the year, one-on-one discussions between our Lead Director and CEO and additional discussions among our independent directors, including at executive sessions, as may be appropriate.

∎ The ongoing competitive threat for the firm's talent at all levels, including available tools to retain top talent and incentivize them to aspire to the firm's most senior roles, remains an ongoing area of focus following the Board's January 2025 grant of Retention RSUs to promote retention and stability in the current senior leadership team and maintain a strong succession plan for the future.

Developing the Firm's Next Generation of Leaders

The Board continues to engage with management on the firm's broad leadership pipeline, including with respect to leadership pipeline health and the development of the firm's next generation of leaders for executive and other senior roles across our firm.

Interaction with leaders in a variety of settings, including formal meetings, prep sessions, meals, visits to our offices around the world and at client-related events

Executive succession planning reviewed by our Governance Committee with our CEO; ongoing assessment of senior management for potential executive positions

Monitoring careers to ensure appropriate exposure to our Board and our businesses

Additional engagement on broader leadership pipeline for key roles across the firm

CORPORATE GOVERNANCE-BOARD OVERSIGHT OF OUR FIRM

KEY AREAS OF BOARD OVERSIGHT

Financial Performance & Reporting

Culture & Core Values

Our culture is defined by a commitment to delivering the best service to our clients through collaboration, innovation and a relentless pursuit of excellence. It is a strategic imperative that we continually reinvest in our culture.

Conduct

CORPORATE GOVERNANCE-BOARD OVERSIGHT OF OUR FIRM

KEY AREAS OF BOARD OVERSIGHT

Our Code of Business Conduct and Ethics (available at www.gs.com) outlines our ongoing commitment to the highest standards of partnership, client service, integrity and excellence and our shared responsibility to treat our clients and each other with honesty and integrity, avoid conflicts of interest, treat customers fairly, maintain accurate and complete records, comply with applicable laws and regulations and escalate concerns.

Sustainability

People Strategy

STAKEHOLDER ENGAGEMENT

Commitment to Active Engagement with Our Shareholders and Other Stakeholders

Stakeholder views regarding matters affecting our firm are important to our Board. We employ a year-round approach to engagement that includes proactive outreach as well as responsiveness to targeted areas of focus. We also seek to engage with all proponents of shareholder proposals. If you would like to speak with us, please contact our Investor Relations team at [email protected].

With Whom

∎ Shareholders

∎ Fixed Income Investors

∎ Credit rating agencies

∎ ESG rating firms

∎ Research analysts

∎ Proxy advisory firms

∎ Prospective shareholders

∎ Thought leaders

When

∎ Year-round

∎ Additional targeted outreach ahead of annual meetings

How

∎ Firm Engagement: Led by Investor Relations

» Targeted outreach

» Open lines of communication for inbound inquiries

∎ Board Engagement: Led by our Lead Director, with other directors (e.g., our Compensation Committee Chair) as appropriate

>165

10

Total Equity and Fixed Income Investors Engaged

Across both group and 1:1 engagements with senior management during 2025

Investor Conferences

Participated in by senior management during 2025

>35%

Lead Director and/or Compensation Committee Chair Engagement

With shareholders representing over 35% of Common Stock during 2025

Top

100+

>45%

~100

Shareholder Outreach

Ahead of Annual Meeting

IR Engagement

With shareholders representing over 45%

of Common Stock during 2025

Investor Meetings

With C-Suite during 2025

COMPENSATION MATTERS-COMPENSATION DISCUSSION AND ANALYSIS

2025 ANNUAL NEO COMPENSATION DETERMINATIONS

David Solomon

John Waldron

Denis Coleman

Kathryn Ruemmler

John Rogers

Chairman and CEO

President and COO

CFO

CLO and General Counsel*

Executive Vice President

2025 Annual NEO Compensation Determinations