UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 9.01 Financial Statements and Exhibits.
Exhibits are filed herewith in connection with the issuance of the following debt securities by The Goldman Sachs Group, Inc. (the “Company”) on June 3, 2026 pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284538) (as amended, the “Registration Statement”):
| • | $2,500,000,000 4.972% Fixed/Floating Rate Notes due 2032 (the “2032 Fixed/Floating Rate Securities”) |
| • | $2,500,000,000 5.425% Fixed/Floating Rate Notes due 2037 (the “2037 Fixed/Floating Rate Securities” and, together with the 2032 Fixed/Floating Rate Securities, the “Securities”) |
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K and Exhibits 5.1 and 23.1 are incorporated by reference into the Registration Statement as exhibits thereto:
| 5.1 | Opinion of Sullivan & Cromwell LLP relating to the Securities. | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1). | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GOLDMAN SACHS GROUP, INC. (Registrant) | ||||||||
| Date: June 3, 2026 | By: | /s/ Matthew E. Tropp | ||||||
| Name: | Matthew E. Tropp | |||||||
| Title: | Assistant Secretary | |||||||