AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 3/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Research, proprietary analytics and customized services establish capabilities, but the supplied comparisons do not establish a structural advantage over substitutes.
durability · — · Current capabilities and operating growth do not establish how long any relative advantage can persist; prospective operating improvements remain expectations.
customer dependency · — · Relationships and growing customer balances demonstrate use, but neither dependency nor material switching friction is established.
erosion resilience · — · Realized spread compression and talent disadvantages coexist with business growth; their effect on a durable relative advantage cannot be established.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · 1/4 · Electronic trading has actually reduced commissions and spreads, and fund fee waivers and deferrals had a $188 million impact in 2025. Larger less-liquid-market spreads do not demonstrate a Goldman-specific premium. The evidence supports weak pricing power, with differing outcomes across businesses.
retention · 2/4 · Growing customer and counterparty balances, primarily related to prime brokerage, and realized transaction revenues support continuing client engagement indirectly. Aggregate growth cannot distinguish retained clients from new clients, market activity or balance shifts.
margin resilience · — · Reported ROE improvement and revenue growth do not establish margin resilience after pricing pressure, compensation costs and business-mix changes. Sufficient comparable margin and cost outcomes are absent.
contractual freedom · 2/4 · Actual fee waivers and deferrals demonstrate some discretion over collection and concessions, while fees vary with services, performance and asset movements. This establishes limited flexibility, but not unrestricted upward repricing or broad unilateral control of contract terms.
Predictability36
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 13.58
- Positive FCF years (%)
- 20.00
- FCF margin volatility (pp)
- 30.91
Financial strength—
Missing required inputs: currentRatioGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 56.76
- interestCoverageGrade
- 2.97
- Net debt / operating income (x)
- 2.16
Capital allocation71
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 37.03
- 3-year average dilution (%)
- -3.88
- 3-year average SBC / revenue (%)
- 5.13
- cashConversionGrade
- 0.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual 2025 distributions of $16.78 billion and disclosed acquisition financing provide concrete deployment evidence. Acquisition consideration includes equity and performance-contingent payments, but returns on the acquired assets are not established; substantial distributions alone do not prove optimal allocation.
incentive alignment · 3/4 · The carried-interest program was adopted and allocations were made, with distributions restricted by ROE and capital conditions. Retention awards have five-year service conditions and forfeiture and clawback provisions. These are strong actual alignment mechanisms, although service-based retention is not equivalent to performance vesting and eventual outcomes remain unknown.
execution · 3/4 · Reported 2025 earnings and book-value improvements, followed by realized second-quarter 2026 investment-banking and FICC growth, demonstrate strong commercial execution indirectly through operating results. Industry transaction volumes contributed, and these results do not establish exceptional management causation or completed future transformation benefits.
governance · 2/4 · Completed shareholder engagement, compensation-committee decision procedures and the CEO's exclusion from recommending his own compensation establish functioning oversight practices. Approximately 66% Say on Pay support indicates mixed shareholder acceptance. These disclosures support a mixed assessment rather than exceptional governance effectiveness.
Evidence
Additionally, we structure and execute transactions involving customized or tailor-made products that address our clients’ risk exposures, investment objectives or other complex needs, as well as derivative transactions related to client advisory and underwriting activities.
Business — customized transactions · Filed 25/02/2026
Through our global sales force, we maintain relationships with our clients, receiving orders and distributing investment research, trading ideas, market information and analysis.
Business — global client relationships · Filed 25/02/2026
Marquee provides institutional investors with market intelligence, risk analytics, proprietary datasets and trade execution across multiple asset classes.
Business — Marquee capabilities · Filed 25/02/2026
Our businesses are supported by our Global Investment Research business, which, as of December 2025, provided fundamental research on approximately 3,000 companies worldwide and on approximately 50 national economies, as well as on industries, currencies and commodities.
Business — research coverage as of December 2025 · Filed 25/02/2026
We also execute transactions for our clients in less liquid markets (such as mid-cap corporate bonds, emerging market currencies and certain non-agency mortgage-backed securities) for spreads and fees that are generally somewhat larger than those charged in more liquid markets.
Business — spreads and fees in less-liquid markets · Filed 25/02/2026
In addition, the increased use by our clients of low-cost electronic trading systems and direct electronic access to trading markets has caused and could continue to cause a reduction in commissions and spreads.
Risk Factors — realized electronic-trading pricing compression · Filed 25/02/2026
We have invested significant resources into the development of electronic trading systems and expect to continue to do so, but there is no assurance that the revenues generated by these systems will yield an adequate return, particularly given the generally lower commissions arising from electronic trades.
Risk Factors — electronic-trading investment and uncertain returns · Filed 25/02/2026
These limitations have shaped our compensation practices, which has, in some cases, adversely affected our ability to attract and retain talented employees, in particular in relation to companies not subject to these limitations, and future legislation or regulation may have similar adverse effects.
Risk Factors — realized talent effects of compensation restrictions · Filed 25/02/2026
Investment banking fees were $3.40 billion, 55% higher than the second quarter of 2025, primarily due to significantly higher net revenues in Equity underwriting, primarily reflecting significantly higher net revenues from secondary and initial public offerings, and in Debt underwriting, primarily reflecting significantly higher net revenues from leveraged finance and asset-backed activity.
MD&A — second-quarter 2026 investment banking results · Filed 03/08/2026
Net revenues in FICC were $4.59 billion, 32% higher than the second quarter of 2025, primarily reflecting significantly higher net revenues in FICC intermediation, due to significantly higher net revenues in interest rate products and commodities, higher net revenues in mortgages and slightly higher net revenues in currencies, partially offset by lower net revenues in credit products.
MD&A — second-quarter 2026 FICC results · Filed 03/08/2026
Net revenues in Advisory were higher, reflecting an increase in industry-wide completed mergers and acquisitions volumes.
MD&A — industry-volume contribution to advisory growth · Filed 03/08/2026
Statements about the timing, costs, profitability, benefits and other aspects of business and expense savings initiatives, including OneGS 3.0, the level and composition of more durable revenues and increases in market share are based on our current expectations regarding our ability to implement these initiatives, and actual results may differ, possibly materially, from our current expectations due to, among other things, a delay in the timing of these initiatives, increased competition and an inability to reduce expenses and grow businesses with more durable revenues.
Forward-Looking Statements — prospective operating improvements and durable revenues · Filed 03/08/2026
The firm has waived or deferred collection of management fees and has deferred reimbursement of expenses, and in the future may waive or defer collection of management fees, from select funds.
Note 22 — management fee waivers and deferrals · Filed 25/02/2026
The impact of these voluntary waivers and deferrals to the firm’s results of operations was $188 million for 2025 and was not material for both 2024 and 2023.
Note 22 — 2025 financial impact of voluntary waivers and deferrals · Filed 25/02/2026
The fees that we charge vary by asset class, client channel and the types of services provided, and are affected by investment performance, as well as asset inflows and redemptions.
Business — determinants of asset-management fees · Filed 25/02/2026
During 2025, we returned a total of $16.78 billion of capital to common shareholders, including $12.36 billion of common share repurchases and $4.42 billion of common stock dividends.
Capital Management — actual 2025 shareholder distributions · Filed 25/02/2026
The transaction consideration consisted of cash of approximately $1.50 billion, equity with a fair value of approximately $400 million and contingent consideration, with a fair value of approximately $10 million as of the closing date (which is subject to Innovator’s achievement of future performance targets through 2030), of up to approximately 63,000 of the firm’s common shares.
Notes — acquisition cash, equity and contingent consideration · Filed 03/08/2026
This acquisition did not have a material impact on the firm’s results of operations for the three months ended June 2026.
Notes — acquisition operating impact through June 2026 · Filed 03/08/2026
Initially adopted in January 2025, the independent directors of the Board, as recommended by our independent Compensation Committee, again allocated carry points pursuant to our Carried Interest Program to each of our NEOs as well as certain of our other senior leaders in connection with 2025 compensation.
Compensation Discussion and Analysis — adopted carried-interest program and actual allocations · Filed 20/03/2026
No distributions (other than tax distributions) will be paid to participants for a year in which the firm’s ROE is less than 5% or its CET1 ratio falls below regulatory minimums; in those circumstances, distributions will be deferred until ROE and capital requirements are met.
Compensation Discussion and Analysis — distribution restrictions · Filed 20/03/2026
Five-year cliff vesting (will not vest until January 2030, subject to continuous service with Goldman Sachs and with only certain limited exceptions provided in the applicable award agreement and the SIP, such as death and disability).
Retention RSUs — five-year service-based cliff vesting · Filed 20/03/2026
Retention RSUs will be subject to the firm’s forfeiture and clawback provisions (see —Other Compensation Policies and Practices).
Retention RSUs — forfeiture and clawback provisions · Filed 20/03/2026
Proxy Statement for the 2026 Annual Meeting of Shareholders | Goldman Sachs 35 COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS How Our Compensation Committee Makes Decisions We are pleased with the unequivocal majority support (approximately 66%) for our Say on Pay vote at our 2025 Annual Meeting, reflecting shareholder support for our Board’s compensation philosophy and the structure of our executive compensation program.
Compensation Discussion and Analysis — actual 2025 Say on Pay result · Filed 20/03/2026
When: Fall 2024 Winter & Spring 2025 Post 2025 Annual Meeting Who: ∎ Lead Director ∎ Compensation Committee Chair ∎ Investor Relations ∎ Lead Director ∎ Compensation Committee Chair ∎ Investor Relations ∎ Lead Director ∎ Investor Relations % of Common Stock Outstanding: ~10% >35% >35% Key Topics: ∎ Firm strategy ∎ Compensation philosophy ∎ Competition for talent ∎ Rationale & key terms of Retention RSUs ∎ Rationale & key terms of CIP ∎ Firm strategy ∎ Compensation philosophy ∎ 2024 NEO annual compensation ∎ Competition for talent ∎ Firm strategy ∎ Compensation philosophy ∎ Say on Pay Vote ∎ Board governance ∎ Competition for talent ∎ Other corporate governance-related topics Across this robust engagement program, in the aggregate, we held more than 120 meetings with representatives of over 45% of our shares outstanding.
Compensation Discussion and Analysis — completed shareholder engagement · Filed 20/03/2026
In this context, Mr. Solomon submitted variable compensation recommendations to the Compensation Committee for our NEOs but did not make recommendations about his own compensation.
Compensation Discussion and Analysis — CEO exclusion from own compensation recommendation · Filed 20/03/2026
2025 Annual NEO Compensation Reflects(a) Continued and significant shareholder value creation during 2025, including a total shareholder return of 57%, a 33% increase in the quarterly dividend and 6.2% book value per share growth as well as nearly $17 billion of capital returned to common shareholders Strong firmwide financial performance, with second highest net revenues and net earnings, a 27% increase in EPS and a 230 basis point improvement in ROE Continued strong momentum in executing on our strategic priorities to grow and strengthen the firm, while also meaningfully improving the risk profile of the firm and enhancing the resilience of our earnings since our 2020 Investor Day Strong performance in support of our clients across Global Banking & Markets and Asset & Wealth Management — our world-class interconnected franchises: » Global Banking & Markets generated record net revenues, with exceptional client franchise positioning and prudent growth of financing activities, and delivered strong returns » Asset & Wealth Management grew more durable revenues, with record alternatives fundraising and reduced historical principal investments » Announced acquisitions of Industry Ventures and Innovator Capital Management, as well as the firm's strategic partnership with and investment in T.
Executive Summary — reported 2025 results and board characterization of execution · Filed 20/03/2026
AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Customer and Other Payables Customer and other payables included payables to customers and counterparties of $272.77 billion as of June 2026 and $224.46 billion as of December 2025, and payables to brokers, dealers and clearing organizations of $27.29 billion as of June 2026 and $7.41 billion as of December 2025.
Notes — customer and counterparty balances at June 2026 and December 2025 · Filed 03/08/2026
Such payables primarily consist of customer credit balances related to the firm’s prime brokerage activities.
Notes — prime-brokerage nature of customer balances · Filed 03/08/2026
∎ Morgan Stanley ∎ The Bank of New York Mellon Corporation ∎ Wells Fargo & Company ∎ Barclays PLC ∎ Deutsche Bank AG ∎ UBS Group AG ∎ Alternative & other asset managers ∎ S&P 100 companies Given our differentiated businesses and the multi-faceted competitive threats for talent we face, our Compensation Committee considers the pay plans and practices of these additional reference companies.
Compensation Discussion and Analysis — named talent-market reference companies · Filed 20/03/2026
Although these companies are not part of our Peer set, their pay practices provide us with context that contributes to our ability to attract and retain talent.
Compensation Discussion and Analysis — limits of reference-company comparison · Filed 20/03/2026
