GS 10-K report for 2025-12-31

GS 10-K report for 2025-12-31 gs-20251231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 Commission File Number: 001-14965 The Goldman Sachs Group, Inc. (Exact name of registrant as specified in its charter) Delaware 13-4019460 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 West Street , New York , NY 10282 (Address of principal executive offices) (Zip Code) ( 212 ) 902-1000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Exchange on which registered Common stock, par value $0.01 per share GS NYSE Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series A GS PRA NYSE Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series C GS PRC NYSE Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate Non-Cumulative Preferred Stock, Series D GS PRD NYSE 5.793% Fixed-to-Floating Rate 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 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer  ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No As of June 30, 2025, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $ 213.2  billion. As of February 6, 2026, there were 296,752,922 shares of the registrant’s common stock outstanding. Documents incorporated by reference: Portions of The Goldman Sachs Group, Inc.’s Proxy Statement for its 2026 Annual Meeting of Shareholders are incorporated by reference in the Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14. THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES ANNUAL RE Item 1A Risk Factors 32 Item 1B Unresolved Staff Comments 61 Item 1C Cybersecurity 61 Item 2 Properties 61 Item 3 Legal Proceedings 61 Item 4 Mine Safety Disclosures 61 PART II 62 Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 62 Page No. Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 63 Introduction 63 Executive Overview 64 Business Environment 65 Critical Accounting Polic y 65 Use of Estimates 66 Recent Accounting Developments 69 Results of Operations 69 Balance Sheet and Funding Sources 87 Capital Management and Regulatory Capital 92 Regulatory and Other Matters 101 Off-Balance Sheet Arrangements 102 Risk Management 103 Overview and Structure of Risk Management 103 Liquidity Risk Management 107 Market Risk Management 114 Credit Risk Management 119 Operational Risk Management 128 Cybersecurity Risk Management 130 Model Risk Management 132 Other Risk Management 133 Item 7A Quantitative and Qualitative Disclosures About Market Risk 135 Goldman Sachs 2025 Form 10-K THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES INDEX Page No. Item 8 Financial Statements a nd Supplementary Data 135 Management’s Report on Internal Control over Financial Reporting 135 Report of Independent Registered Public Accounting Firm 136 Consolidated Financial Statements 138 Consolidated Statements of Earnings 138 Consolidated Statements of Comprehensive Income 138 Consolidated Balance Sheets 139 Consolidated Statements of Changes in Shareholders’ Equity 140 Consolidated Statements of Cash Flows 141 Notes to Consolidated Financial Statements 142 Note 1. Description of Business 142 Note 2. Basis of Presentation 143 Note 3. Significant Accounting Policies 143 Note 4. Fair Value Measurements 150 Note 5. Fair Value Hierarchy 155 Note 6. Trading Assets and Liabilities 169 Note 7. Derivatives and Hedging Activities 170 Note 8. Investments 176 Note 9. Loans 179 Note 10. Fair Value Option 188 Note 11. Collateralized Agreements and Financings 190 Note 12. Other Assets 193 Note 13. Deposits 196 Note 14. Unsecured Borrowings 196 Note 15. Other Liabilities 199 Note 16. Securitization Activities 200 Note 17. Variable Interest Entities 202 Note 18. Commitments, Contingencies and Guarantees 205 Note 19. Shareholders’ Equity 209 Note 20. Regulation and Capital Adequacy 212 Note 21. Earnings Per Common Share 216 Note 22. Transactions with Affiliated Funds 216 Note 23. Interest Income and Interest Expense 217 Note 24. Income Taxes 217 Note 25. Business Segments 221 Note 26. Credit Concentrations 224 Note 27. Legal Proceedings 225 Note 28. Employee Benefit Plans 234 Note 29. Employee Incentive Plans 235 Note 30. Parent Company 237 Page No. Supplemental Financial Information 239 Common Stock Performance 239 Statistical Disclosures 239 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 244 Item 9A Controls and Procedures 244 Item 9B Other Information 244 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 244 PART III 244 Item 10 Directors, Executive Officers and Corporate Governance 244 Item 11 Executive Compensation 245 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 245 Item 13 Certain Relationships and Related Transactions, and Director Independence 245 Item 14 Principal Accountant Fees and Services 245 PART IV 245 Item 15 Exhibit and Financial Statement Schedules 245 SIGNATURES 250 Goldman Sachs 2025 Form 10-K THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES PART I Item 1. Business Introduction Goldman Sachs is a leading global financial institution that delivers a broad range of financial services to a large and diversified client base that includes corporations, financial institutions, governments and individuals. Our purpose is to advance sustainable economic growth and financial opportunity. Our goal, reflected in our One Goldman Sachs initiative, is to deliver the full range of our services and expertise to support our clients in a more accessible, comprehensive and efficient manner, across businesses and product areas. When we use the terms “Goldman Sachs,” “we,” “us,” “our” and “the firm,” we mean The Goldman Sachs Group, Inc. (Group Inc. or parent company), a Delaware corporation, and its consolidated subsidiaries. When we use the term “our subsidiaries,” we mean the consolidated subsidiaries of Group Inc. References to “this Form 10-K” are to our Annual Report on Form 10-K for the year ended December 31, 2025. All references to 2025, 2024 and 2023 refer to our years ended, or the dates, as the context requires, December 31, 2025, December 31, 2024 and December 31, 2023, respectively. Group Inc. is a bank holding company (BHC) and a financial holding company (FHC) regulated by the Board of Governors of the Federal Reserve System (FRB). Our U.S. depository institution subsidiary, Goldman Sachs Bank USA (GS Bank USA), is a New York State-chartered bank. Our Business Segments We manage and report our activities in three business segments: Global Banking & Markets, Asset & Wealth Management and Platform Solutions. Global Banking & Markets generates revenues from investment banking fees, including advisory, and equity and debt underwriting fees, Fixed Income, Currency and Commodities (FICC) intermediation and financing activities and Equities intermediation and financing activities, as well as relationship lending and acquisition financing (and related hedges), investing activities related to our Global Banking & Markets activities and transaction banking. Asset & Wealth Management generates revenues from management and other fees, incentive fees, private banking and lending and investments. Substantially all of the revenues in Platform Solutions are from activities related to issuing credit cards to and raising deposits from Apple Card customers and related to businesses that have been exited. The chart below presents our three business segments. Beginning with the fourth quarter of 2025, we made certain changes to our segments as we continued to narrow our strategic focus with respect to consumer-related activities within Platform Solutions. The primary changes within our segments are as follows: • Global Banking & Markets additionally includes the results from our transaction banking business, which are reported in Other (previously reported in Platform Solutions). • Within Global Banking & Markets, results related to facilitating institutional primary loans for syndication and providing structured letters of credit to corporate clients are reported in FICC financing (previously reported in Other). • Results from our Urban Investment Group, which makes investments in connection with our activities to satisfy requirements under the Community Reinvestment Act (CRA), are allocated across all three segments to reflect the shared nature of such requirements (previously reported in Asset & Wealth Management). • Within Asset & Wealth Management, results from Equity Investments and Debt Investments are reported in aggregate, as we continue our transition from direct investments on our balance sheet to a scaled third-party funds-driven business. Goldman Sachs 2025 Form 10-K 1 THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES Global Banking & Markets Global Banking & Markets serves public and private sector clients and we seek to develop and maintain long-term relationships with a diverse global group of institutional clients, including corporations, governments, states and municipalities. Our goal is to deliver to our institutional clients all of our resources in a seamless fashion, with our advisory and underwriting activities serving as the main initial point of contact. We make markets and facilitate client transactions in fixed income, currency, commodity and equity products and of Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 63 Introduction 63 Executive Overview 64 Business Environment 65 Critical Accounting Polic y 65 Use of Estimates 66 Recent Accounting Developments 69 Results of Operations 69 Balance Sheet and Funding Sources 87 Capital Management and Regulatory Capital 92 Regulatory and Other Matters 101 Off-Balance Sheet Arrangements 102 Risk Management 103 Overview and Structure of Risk Management 103 Liquidity Risk Management 107 Market Risk Management 114 Credit Risk Management 119 Operational Risk Management 128 Cybersecurity Risk Management 130 Model Risk Management 132 Other Risk Management 133 Item 7A Quantitative and Qualitative Disclosures About Market Risk 135 Goldman Sachs 2025 Form 10-K THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES INDEX Page No. Item 8 Financial Statements a nd Supplementary Data 135 Management’s Report on Internal Control over Financial Reporting 135 Report of Independent Registered Public Accounting Firm 136 Consolidated Financial Statements 138 Consolidated Statements of Earnings 138 Consolidated Statements of Comprehensive Income 138 Consolidated Balance Sheets 139 Consolidated Statements of Changes in Shareholders’ Equity 140 Consolidated Statements of Cash Flows 141 Notes to Consolidated Financial Statements 142 Note 1. Description of Business 142 Note 2. Basis of Presentation 143 Note 3. Significant Accounting Policies 143 Note 4. Fair Value Measurements 150 Note 5. Fair Value Hierarchy 155 Note 6. Trading Assets and Liabilities 169 Note 7. Derivatives and Hedging Activities 170 Note 8. Investments 176 Note 9. Loans 179 Note 10. Fair Value Option 188 Note 11. Collateralized Agreements and Financings 190 Note 12. Other Assets 193 Note 13. Deposits 196 Note 14. Unsecured Borrowings 196 Note 15. Other Liabilities 199 Note 16. Securitization Activities 200 Note 17. Variable Interest Entities 202 Note 18. Commitments, Contingencies and Guarantees 205 Note 19. Shareholders’ Equity 209 Note 20. Regulation and Capital Adequacy 212 Note 21. Earnings Per Common Share 216 Note 22. Transactions with Affiliated Funds 216 Note 23. Interest Income and Interest Expense 217 Note 24. Income Taxes 217 Note 25. Business Segments 221 Note 26. Credit Concentrations 224 Note 27. Legal Proceedings 225 Note 28. Employee Benefit Plans 234 Note 29. Employee Incentive Plans 235 Note 30. Parent Company 237 Page No. Supplemental Financial Information 239 Common Stock Performance 239 Statistical Disclosures 239 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 244 Item 9A Controls and Procedures 244 Item 9B Other Information 244 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 244 PART III 244 Item 10 Directors, Executive Officers and Corporate Governance 244 Item 11 Executive Compensation 245 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 245 Item 13 Certain Relationships and Related Transactions, and Director Independence 245 Item 14 Principal Accountant Fees and Services 245 PART IV 245 Item 15 Exhibit and Financial Statement Schedules 245 SIGNATURES 250 Goldman Sachs 2025 Form 10-K THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES PART I Item 1. Business Introduction Goldman Sachs is a leading global financial institution that delivers a broad range of financial services to a large and diversified client base that includes corporations, financial institutions, governments and individuals. Our purpose is to advance sustainable economic growth and financial opportunity. Our goal, reflected in our One Goldman Sachs initiative, is to deliver the full range of our services and expertise to support our clients in a more accessible, comprehensive and efficient manner, across businesses and product areas. When we use the terms “Goldman Sachs,” “we,” “us,” “our” and “the firm,” we mean The Goldman Sachs Group, Inc. (Group Inc. or parent company), a Delaware corporation, and its consolidated subsidiaries. When we use the term “our subsidiaries,” we mean the consolidated subsidiaries of Group Inc. References to “this Form 10-K” are to our Annual Report on Form 10-K for the year ended December 31, 2025. All references to 2025, 2024 and 2023 refer to our years ended, or the dates, as the context requires, December 31, 2025, December 31, 2024 and December 31, 2023, respectively. Group Inc. is a bank holding company (BHC) and a financial holding company (FHC) regulated by the Board of Governors of the Federal Reserve System (FRB). Our U.S. depository institution subsidiary, Goldman Sachs Bank USA (GS Bank USA), is a New York State-chartered bank. Our Business Segments We manage and report our activities in three business segments: Global Banking & Markets, Asset & Wealth Management and Platform Solutions. Global Banking & Markets generates revenues from investment banking fees, including advisory, and equity and debt underwriting fees, Fixed Income, Currency and Commodities (FICC) intermediation and financing activities and Equities intermediation and financing activities, as well as relationship lending and acquisition financing (and related hedges), investing activities related to our Global Banking & Markets activities and transaction banking. Asset & Wealth Management generates revenues from management and other fees, incentive fees, private banking and lending and investments. Substantially all of the revenues in Platform Solutions are from activities related to issuing credit cards to and raising deposits from Apple Card customers and related to businesses that have been exited. The chart below presents our three business segments. Beginning with the fourth quarter of 2025, we made certain changes to our segments as we continued to narrow our strategic focus with respect to consumer-related activities within Platform Solutions. The primary changes within our segments are as follows: • Global Banking & Markets additionally includes the results from our transaction banking business, which are reported in Other (previously reported in Platform Solutions). • Within Global Banking & Markets, results related to facilitating institutional primary loans for syndication and providing structured letters of credit to corporate clients are reported in FICC financing (previously reported in Other). • Results from our Urban Investment Group, which makes investments in connection with our activities to satisfy requirements under the Community Reinvestment Act (CRA), are allocated across all three segments to reflect the shared nature of such requirements (previously reported in Asset & Wealth Management). • Within Asset & Wealth Management, results from Equity Investments and Debt Investments are reported in aggregate, as we continue our transition from direct investments on our balance sheet to a scaled third-party funds-driven business. Goldman Sachs 2025 Form 10-K 1 THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES Global Banking & Markets Global Banking & Markets serves public and private sector clients and we seek to develop and maintain long-term relationships with a diverse global group of institutional clients, including corporations, governments, states and municipalities. Our goal is to deliver to our institutional clients all of our resources in a seamless fashion, with our advisory and underwriting activities serving as the main initial point of contact. We make markets and facilitate client transactions in fixed income, currency, commodity and equity products and offer market expertise on a global basis. In addition, we make markets in, and clear client transactions on, major stock, options and futures exchanges worldwide. Our clients include companies that raise capital and funding to grow and strengthen their businesses, and engage in mergers and acquisitions, divestitur

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