Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 2, 2026, GSAM Ignite Holdings LP issued approximately 400,000 exchangeable units with a fair value of approximately $315 million in connection with the acquisition of Industry Ventures. These exchangeable units were issued to entities affiliated with certain former partners of Industry Ventures (Industry Ventures Partners) as partial consideration for their equity in Industry Ventures.
In connection with the acquisition, GSAM Ignite Holdings LP also agreed to issue up to approximately 250,000 exchangeable units (a portion of which will be cash-settled) to the Industry Ventures Partners, subject to Industry Ventures’ satisfaction of future performance targets through 2030.
As long as any limited partner of GSAM Ignite Holdings LP holds one or more exchangeable units, each exchangeable unit is exchangeable by the holder thereof for one share of Group Inc.’s common stock, subject to customary adjustments for stock split, stock distribution or dividend, reclassification, reorganization, recapitalization and other reorganizations and subject to the terms and conditions set forth in the exchange agreement.
This issuance was not registered under the Securities Act of 1933, as amended (the Securities Act), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act for private sales by an issuer not involving a public offering.
The table below presents purchases made by or on behalf of Group Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three months ended March 2026.
Total
Shares
Purchased Average
Price Paid
Per Share Total Shares
Purchased as
Part of a Publicly
Announced Program
Dollar Value of Remaining Authorized Repurchases ($ in millions)
January
2,338,836 $ 940.86 2,338,283 $ 29,800
February
2,659,056 $ 918.10 2,657,657 $ 27,360
March
418,382 $ 860.73 418,261 $ 27,000
Total 5,416,274 5,414,201
In the table above, total shares purchased included 553 shares during January 2026, 1,399 shares during February 2026 and 121 shares during March 2026 remitted to satisfy statutory withholding taxes related to share-based awards.
In 2025, our Board approved a share repurchase program authorizing repurchases of up to $40 billion of our common stock. This program replaced our previous share repurchase program and has no set expiration or termination date. The share repurchases are effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 and accelerated share repurchases), the amounts and timing of which are determined primarily by our current and projected capital position, and capital deployment opportunities, but which may also be influenced by the evolution of current and future regulatory capital requirements, general market conditions and the prevailing price and trading volumes of our common stock.
Goldman Sachs March 2026 Form 10-Q
166
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.