Financial Statements and Exhibits Form 8 K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

		CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of Report (Date of earliest event reported): July 23, 2024

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-14965

Delaware		13-4019460
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
200 West Street, New York, N.Y.		10282
(Address of principal executive offices)		(Zip Code)

(212)902-1000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Exchange on which registered
Common stock, par value $.01 per share		GS		NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-CumulativePreferred Stock, Series A		GS PrA		NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-CumulativePreferred Stock, Series C		GS PrC		NYSE
Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-CumulativePreferred Stock, Series D		GS PrD		NYSE
5.793% Fixed-to-FloatingRate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital II		GS/43PE		NYSE
Floating Rate Normal Automatic Preferred Enhanced Capital Securities of Goldman Sachs Capital III		GS/43PF		NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due March 2031 of GS Finance Corp.		GS/31B		NYSE
Medium-Term Notes, Series F, Callable Fixed and Floating Rate Notes due May 2031 of GS Finance Corp.		GS/31X		NYSE

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-2under 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 July 23, 2024 pursuant to the Company's shelf registration statement on Form S-3(File No. 333-269296)(as amended, the "Registration Statement"):

•

$2,500,000,000 5.049% Fixed/Floating Rate Notes due 2030 (the "2030 Fixed/Floating Rate Securities")

•

$3,000,000,000 5.330% Fixed/Floating Rate Notes due 2035 (the "2035 Fixed/Floating Rate Securities" and, together with the 2030 Fixed/Floating Rate Securities, the "Securities")

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-Kand 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: July 23, 2024			By:		/s/ Matthew E. Tropp
		Name:		Matthew E. Tropp
		Title:		Assistant Secretary