Form 4: Goldman Sachs CFO Coleman Converts PSUs

Goldman Sachs CFO Denis P. Coleman converted performance-based restricted stock units into common stock, with a portion withheld for tax obligations.

Summary

• Chief Financial Officer Denis P. Coleman converted 32,676 performance-based restricted stock units (PSUs) into Goldman Sachs common stock on January 27, 2026.
• These PSUs were originally granted on January 19, 2022, as part of Coleman's 2021 year-end compensation.
• 12,973 shares of common stock were withheld by the Issuer to satisfy tax withholding obligations related to the PSU conversion, at a price of $931.86 per share.
• The shares acquired from the PSU conversion generally cannot be sold or transferred before July 2026.
• Following these transactions, Coleman directly beneficially owns 40,965 shares of common stock and indirectly owns 4,232 shares through trusts for immediate family members, for which he disclaims beneficial ownership.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the successful vesting of executive performance-based compensation, which aligns management incentives with shareholder interests, despite the tax withholding and lock-up period.

Positives

• The conversion of performance-based restricted stock units indicates that pre-defined performance targets were met, leading to the vesting of executive equity compensation.
• The CFO continues to hold a significant number of shares, aligning his financial interests with those of long-term shareholders.

Negatives

• A substantial number of shares (12,973) were withheld for tax purposes, reducing the net shares received by the CFO.
• The newly acquired shares are subject to a lock-up period until July 2026, limiting immediate liquidity for the reporting person.

Future Outlook

The filing does not contain forward-looking statements or guidance from the company. It notes that shares acquired from PSU conversion are restricted from sale until July 2026.

Industry Context

StockSavvy.ai notes that equity compensation, particularly performance-based restricted stock units with multi-year vesting schedules, is a common practice in the financial services industry. This approach aligns executive incentives with long-term shareholder value and is a standard component of executive remuneration packages at major institutions. The conversion of PSUs indicates the achievement of pre-defined performance metrics, a positive signal for the company's operational execution during the vesting period.

Comparison to Industry Standards

• The use of Performance-based Restricted Stock Units (PSUs) with multi-year vesting and post-vesting restrictions is a standard practice for executive compensation in large financial institutions, comparable to programs at JPMorgan Chase, Bank of America, and Morgan Stanley, aiming to retain talent and incentivize sustained performance.
• The withholding of shares for tax obligations upon vesting is a common and efficient mechanism across the industry to manage tax liabilities associated with equity awards for executives.

Related Party Transactions

• The Reporting Person indirectly holds 4,232 shares through trusts, the sole beneficiaries of which are immediate family members. The Reporting Person disclaims beneficial ownership of these shares.

Stakeholder Impact

• Shareholders: The vesting of performance-based equity compensation for a key executive reinforces the alignment of management's long-term interests with shareholder value creation.
• Employees: This transaction provides transparency into the executive compensation structure, which can influence broader employee compensation strategies and perceptions within the company.

Next Steps

• The shares acquired from PSU conversion will become eligible for sale or transfer after July 2026, subject to market conditions and company policies.

Key Dates

Recommendation

This Form 4 filing details a routine executive compensation event (PSU conversion and tax withholding) and does not provide new information that would fundamentally alter the investment thesis for Goldman Sachs. The transaction reflects the achievement of past performance metrics and aligns executive interests, which is generally positive, but it is not a catalyst for a 'buy' or 'sell' recommendation. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

Goldman Sachs, GS, Denis P. Coleman, CFO, Form 4, SEC filing, Restricted Stock Units, PSUs, Equity Compensation, Insider Transaction