GS 10-K/A
Goldman Sachs Group Inc (GS)
10-K/A
2024-02-28
For: 2023-12-31
View Original
Added on
April 09, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended | Commission File Number: | |||||||
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (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 | ||||||
5.793% Fixed-to-Floating Rate | ||||||||
Floating Rate | ||||||||
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.
| ☒ | 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, 2023, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $106.2 billion.
As of February 9, 2024, there were 325,562,747 shares of the registrant’s common stock outstanding.
Documents incorporated by reference: Portions of The Goldman Sachs Group, Inc.’s Proxy Statement for its 2024 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.
Auditor Name: | Auditor Location: | Auditor PCAOB ID: | ||||||
EXPLANATORY NOTE
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Original Form 10‑K) was filed with versions of Exhibits 31.1 and 32.1 that referred to a Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 instead of the Annual Report on Form 10-K for the year ended December 31, 2023. The certifications physically signed by our Chief Executive Officer and Chief Financial Officer correctly referred to the Annual Report on Form 10-K for the year ended December 31, 2023.
This Amendment No. 1 on Form 10-K/A (Amendment) to our Original Form 10-K, filed on February 23, 2024, is being filed for the purpose of correcting the references to a quarterly period on Form 10-Q instead of an annual period on Form 10-K in Exhibits 31.1 and 32.1, adding the symbol “†” next to Exhibit 10.32 and updating the cross reference in the description of Exhibit 3.2.
This Amendment does not amend or otherwise update any other information in the Original Form 10-K and does not reflect events or circumstances occurring after the date of the Original Form 10-K.
THE GOLDMAN SACHS GROUP, INC. AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023
INDEX
| Form 10-K Item Number | Page No. | ||||
| PART IV | 1 | ||||
Item 15 Exhibit and Financial Statement Schedules | 1 | ||||
| SIGNATURES | II-1 | ||||
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) Documents filed as part of this Report:
1. Consolidated Financial Statements
The consolidated financial statements required to be filed in this Form 10-K are included in Part II, Item 8 hereof.
2. Exhibits
3.1 Restated Certificate of Incorporation of The Goldman Sachs Group, Inc., amended as of September 15, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on September 18, 2023).
1 | ||
4.13 Seventh Supplemental Indenture, dated as of July 1, 2020, among GS Finance Corp., as issuer, The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee, with respect to the Senior Debt Indenture, dated as of October 10, 2008 (incorporated by reference to Exhibit 4.69 to the Registrant’s Registration Statement on Form S-3 (No. 333-239610), filed on July 1, 2020).
Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S‑K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
2 | ||
3 | ||
10.38 Form of Year-End Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020). †
10.39 Form of Year-End Restricted Stock Award Agreement (fully vested) (incorporated by reference to Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017). †
22.1 Issuers of guaranteed securities (incorporated by reference to Exhibit 22.1 to the Registrant’s Post-Effective Amendment No. 1 to Form S-3, filed on February 18, 2021).
31.1 Rule 13a-14(a) Certifications. **
101 Pursuant to Rules 405 and 406 of Regulation S‑T, the following information is formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Earnings for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, (iii) the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, (vi) the notes to the Consolidated Financial Statements and (vii) the cover page. *
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). *
† This exhibit is a management contract or a compensatory plan or arrangement.
* Previously filed.
** Filed herewith.
4 | ||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
THE GOLDMAN SACHS GROUP, INC.
| By: | /s/ | Sheara J. Fredman | |||||||||
| Name: | Sheara J. Fredman | ||||||||||
| Title: | Chief Accounting Officer | ||||||||||
| (Principal Accounting Officer) | |||||||||||
Date: February 27, 2024
| II-1 | ||