GOLDMAN SACHS GROUP INC

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On April 1, 2026, Group Inc. issued 529,682 common shares with a fair value of approximately $400 million in connection with the acquisition of Innovator Capital Management, LLC (Innovator). These common shares were issued to certain former members of Innovator (or their affiliated entities) as partial consideration for their equity in Innovator.

This issuance was not registered under the Securities Act of 1933, as amended (the Securities Act), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act for private sales by an issuer not involving a public offering.

The table below presents purchases made by or on behalf of Group Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three months ended June 2026.

In 2025, our Board approved a share repurchase program authorizing repurchases of up to $40 billion of our common stock. This program replaced our previous share repurchase program and has no set expiration or termination date. The share repurchases are effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 and accelerated share repurchases), the amounts and timing of which are determined primarily by our current and projected capital position, and capital deployment opportunities, but which may also be influenced by the evolution of current and future regulatory capital requirements, general market conditions and the prevailing price and trading volumes of our common stock.