8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

The Goldman Sachs Group, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-14965

(212) 902-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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:

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

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

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

☐ Pre-commencement communications 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:

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 of 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    Effective July 17, 2023, The Goldman Sachs Group, Inc. (the Registrant) appointed Thomas K. Montag as an independent member of the Registrant’s Board of Directors. Mr. Montag has also been appointed to each of the Registrant’s Audit, Corporate Governance and Nominating, and Risk Committees.

In advance of Mr. Montag’s appointment, to ensure compliance with applicable laws and regulations, the Registrant repurchased Mr. Montag’s interests in certain private investment funds sponsored by the Registrant for a total repurchase value of $1.6 million. The repurchase value was based on the most recently available net asset value of these interests, in accordance with firm policy.

A copy of the Registrant’s press release relating to this director appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:

The following exhibits are filed as part of this Current Report on Form 8-K:

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.

EX-99.1

Exhibit 99.1

The Goldman Sachs Group, Inc. | 200 West Street | New York, New York 10282

THOMAS MONTAG JOINS GOLDMAN SACHS BOARD OF DIRECTORS

NEW YORK, July 20, 2023 — Following the Governance Committee’s recommendation, which was announced last month, the Board of Directors of The Goldman Sachs Group, Inc. (NYSE: GS) today announced the appointment of Thomas K. Montag as an independent director of the Board, effective July 17, 2023. Mr. Montag will also become a member of each of the Board’s Audit, Governance and Risk Committees.

Mr. Montag currently serves as Chief Executive Officer and Director of Rubicon Carbon, a market-based products and solutions platform. He previously served in a variety of roles at Bank of America, including as Chief Operating Officer from August 2014 to December 2021, Co-Chief Operating Officer from September 2011 to August 2014, President of Global Banking and Markets from September 2009 to December 2021, and Head of Markets from January 2009 to September 2009. Before joining Bank of America, Mr. Montag served as Executive Vice President, Head of Global Sales & Trading at Merrill Lynch from August 2008 to December 2008. He also has held several senior roles at Goldman Sachs, including as a member of the Management Committee and of the global Securities Division leadership team as co-COO of FICC and as Co-Head of the Securities Division from April 2002 to December 2007, Head of Equities Asia from September 2002 to December 2006, and Head of FICC Asia and Co-President of Goldman Sachs Japan from 1999 to December 2006.

“Tom brings extensive financial services and risk management experience, with over 35 years in the industry. He has incredible perspective regarding the complex financial and nonfinancial risks that large global financial institutions face, and we look forward to the valuable perspective he will provide,” said David Solomon, Chairman and Chief Executive Officer of Goldman Sachs.

“Tom has deep risk acumen that will further strengthen the depth and breadth of skills and experiences represented on our Board. Drawing upon his long-tenured and global career as a senior leader in financial services and his current role at Rubicon Carbon, we look forward to benefitting from his informed perspective across a wide range of topics,” said Adebayo O. Ogunlesi, Lead Director.

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. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.