Form 4: Goldman Sachs Director Kevin Johnson Reports Future RSU Grant Under 10b5-1 Plan

Goldman Sachs Group Inc. Director Kevin R. Johnson reported a scheduled grant of 54 Restricted Stock Units on July 17, 2025, as part of his Q2 2025 annual retainer for board service.

Summary

• Kevin R. Johnson, a Director of Goldman Sachs Group Inc. (GS), is scheduled to be granted 54 Restricted Stock Units (RSUs) on July 17, 2025.
• This grant is part of his annual retainer for service on the Issuer's Board of Directors and the Goldman Sachs Bank USA Board of Directors for the second quarter of 2025.
• The transaction is being reported in advance as it was made pursuant to a Rule 10b5-1(c) plan, which allows for pre-scheduled trades by insiders.
• The shares underlying these RSUs will be delivered approximately 90 days after his retirement from the respective Boards.
• Following this planned transaction, Kevin R. Johnson will beneficially own 2,591 derivative securities (RSUs).

Sentiment

Score: 7

Explanation: The filing reports a routine equity grant to a director as part of their compensation, which is a neutral to slightly positive event as it indicates continued board service and aligns director interests with shareholders. No negative or unexpected information is present.

Positives

• The grant of Restricted Stock Units to a director indicates continued compensation for board service, aligning director interests with shareholder value.
• The grant is part of a regular annual retainer, suggesting standard and expected compensation practices.
• The transaction is reported under a Rule 10b5-1(c) plan, demonstrating transparency and adherence to insider trading regulations for pre-planned transactions.

Future Outlook

The shares underlying the granted RSUs will be delivered approximately 90 days after the reporting person's retirement from the Issuer's Board of Directors or Goldman Sachs Bank USA Board of Directors.

Industry Context

This Form 4 filing represents a routine insider transaction for a director's compensation, which is a common practice across publicly traded companies, particularly in the financial services sector like Goldman Sachs. It reflects standard equity compensation practices for board members, often pre-scheduled under Rule 10b5-1 plans.

Comparison to Industry Standards

• Director compensation through Restricted Stock Units is a widely adopted practice in large financial institutions and public companies globally, aligning director incentives with shareholder interests.
• The use of equity-based awards like RSUs aligns with industry standards for director compensation, similar to practices observed at peer institutions such as JPMorgan Chase & Co. (JPM) or Morgan Stanley (MS) for their non-executive directors' annual retainers.
• Reporting future, pre-planned transactions under a Rule 10b5-1 plan is a standard compliance measure for insiders in the financial industry, ensuring transparency and mitigating concerns about opportunistic trading.

Related Party Transactions

• The grant of Restricted Stock Units to a director is a form of related party transaction, representing compensation provided to an insider for their service on the board.

Stakeholder Impact

• Shareholders: The grant of RSUs aligns the director's interests with shareholders by tying a portion of their compensation to the company's stock performance, potentially encouraging decisions that enhance shareholder value.

Next Steps

• Delivery of shares underlying the RSUs approximately 90 days after the reporting person's retirement from the Issuer's Board of Directors or GS Bank Board of Directors.

Key Dates

Recommendation

Keywords

Goldman Sachs, GS, Kevin Johnson, Restricted Stock Units, RSU, Insider Transaction, Form 4, Director Compensation, Equity Grant, 10b5-1 Plan