GS 10-K & 10-Q changes, risk factors and insider trading
Goldman Sachs Group Inc. (also GSCE, GS-PA, GS-PC, GS-PD) · NYSE · Security Brokers, Dealers & Flotation Companies · CIK 886982 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“New laws, regulations or guidance relating to climate change, as well as the perspectives of government officials, regulators, shareholders, employees and other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products. Federal and state, and non-U.S. …”see in full comparison
“In 2024, numerous elections were held globally, including the recent U.S. presidential election. The outcomes of the elections are expected to result in changes in policy, which could also have adverse effects on us or the business environment in which we operate more generally. For example, the new U.S. presidential administration has imposed or increased tariffs, including on imports from China, and proposed imposing or increasing tariffs on U.S. trading partners, which could adversely affect markets, the business environment and some of our businesses.”see in full comparison
“We are also exposed to risks resulting from changes in public policy, laws and regulations, or market and public perceptions and preferences in connection with the transition to a less carbon-dependent economy. These changes could adversely affect our business, results of operations and reputation. …”see in full comparison
see in full comparisonClimateClimate-relatedchangephysical and transition risks could disrupt our businesses and adversely affect client activity levels and the creditworthiness of our clients and counterparties, andourweactualareoratperceivedincreasedactionriskorofinactionbeingrelatingsubject toclimateconflictingchangelegalcouldandresultregulatoryinrequirementsdamageandtostakeholderourexpectationsreputation.regarding climate-related matters.
Changes, or proposed changes, to U.S. international trade and investment policies, particularly with important trading partners, have in recent years negatively impacted financial markets. Continued or escalating tensions may result in further actions taken by the U.S. or other countries that could disrupt international trade and investment and adversely affect financial markets. Those actions could include, among others, the implementation of or increase in sanctions, tariffs or foreign exchange measures, the large-scale sale of U.S. Treasury securities or other restrictions on cross-border trade, investment, or transfer of information or technology. For example, in April 2025, the U.S. announced broad tariffs on imports from China and other U.S. trading partners, and China subsequently announced changes in trade practices, including with respect to the export of rare earth minerals. Such developments have in the past affected and could in the future adversely affect our or our clients’ businesses.see in full comparison
see in full comparisonClimate change may cause or be a contributing factor to extremeExtreme weather eventsthatand the shifts in climate could disrupt operations at one or more of our primary locations, which may negatively affect our ability to service and interact with our clients, adversely affect the value of our investments, including our real estate investments, and reduce the availability or increase the cost of insurance.ClimateWe are also exposed to risks resulting from changes in public policy, laws and regulations, or market and public perceptions and preferences in connection with the transition to a less carbon-dependent economy, which could adversely affect our business, results of operations and reputation. Both physical risks associated with climate change and risks associated with the transition to a less carbon-dependent economy may also have a negative impact on the operations or financial condition of our clients and counterparties, which may decrease revenues from those clients and counterparties and increase the credit risk associated with loans and other credit exposures to those clients and counterparties.In addition, climate change may impact the broader economy.
Full comparison: every changed paragraph (81)
•Our investment banking, client intermediation, asset management and wealth management businesses have in the past been adversely affected and may in the future be adversely affected by market uncertainty or lack of confidence among investors and CEOs due to declines in economic activity and other unfavorable economic, geopolitical or market conditions.
•Inflation has had,had and could continuein tothe have,future have a negative effect on our business, results of operations and financial condition.
•A failure to appropriately identify and address potential conflicts of interest has in the past adversely affected and may in the future adversely affect our businesses.
•We may be adversely affected by increased governmental and regulatory scrutiny or negative publicity.
•ClimateClimate-related changephysical and transition risks could disrupt our businesses and adversely affect client activity levels and the creditworthiness of our clients and counterparties, and ourwe actualare orat perceivedincreased actionrisk orof inactionbeing relatingsubject to climateconflicting changelegal couldand resultregulatory inrequirements damageand tostakeholder ourexpectations reputation.regarding climate-related matters.
•We may not be able to fully realize the expected benefits or synergies from acquisitionsacquisitions, joint ventures or other business initiatives in the time frames we expect, or at all.
Unfavorable or uncertain economic and market conditions can be caused by: low levels of or declines in economic growth, business activity or investor, business or consumer confidence; concerns over a potential recession; changes in consumer spending or borrowing patterns; pandemics; limitations on the availability or increases in the cost of credit and capital; illiquid markets; increases in inflation,inflation or interest rates,rates; exchange rate or basic commodity price volatility; increasing or high default rates; high levels of inflation or stagflation; concerns about U.S. and other sovereign defaults; uncertainty concerning fiscal or monetary policy, government shutdowns, debt ceilings or funding; the extent of and uncertainty about potential changes in tax rates and regulatory changes; limitations on international trade and travel; changes in immigration policies; laws and regulations that limit trading in, or the issuance of, securities of issuers outside their domestic markets; political instability or violence; outbreaks or worsening of domestic or international tensions or hostilities, terrorism, nuclear proliferation, cybersecurity threats or attacks and other forms of disruption to or curtailment of global communication, energy transmission or transportation networks or other geopolitical instability or uncertainty; corporate, political or other scandals that reduce investor confidence in capital markets; extreme weather events or other natural disasters; or a combination of these or other factors.
General uncertainty about economic, political and market activities, and the scope, timing and impact of regulatory reform, as well as weak consumer, investor and CEO confidence resulting in large part from such uncertainty, has in the past negatively impacted client activity, which has in the past adversely affected and could in the future adversely affect many of our businesses. The outcomes of political elections could also result in changes in policy, which could have adverse effects on us or the business environment in which we operate more generally. Periods of low volatility and periods of high volatility combined with a lack of liquidity have at times had an unfavorable impact on our market-making businesses.
Changes, or proposed changes, to U.S. international trade and investment policies, particularly with important trading partners, have in recent years negatively impacted financial markets. Continued or escalating tensions may result in further actions taken by the U.S. or other countries that could disrupt international trade and investment and adversely affect financial markets. Those actions could include, among others, the implementation of or increase in sanctions, tariffs or foreign exchange measures, the large-scale sale of U.S. Treasury securities or other restrictions on cross-border trade, investment, or transfer of information or technology. For example, in April 2025, the U.S. announced broad tariffs on imports from China and other U.S. trading partners, and China subsequently announced changes in trade practices, including with respect to the export of rare earth minerals. Such developments have in the past affected and could in the future adversely affect our or our clients’ businesses.
Financial institution returns may be negatively impacted by increased funding costs due in part to the lack of perceived government support of such institutions in the event of future financial crises relative to financial institutions in countries in which governmental support is maintained. In addition, liquidity in the financial markets has in the past been,been and could in the future be,be negatively impacted as market participants and market practices and structures adjust to evolving regulatory frameworks.
In 2023, theThe U.S. federal government suspendedhas in the federalpast debtreached and may in the future reach the statutory limit untilof 2025.its Ifoutstanding debt. In that situation, if Congress does not raise or suspend the debt ceiling, the U.S. could default on its obligations, including Treasury securities that play an integral role in financial markets. A default by the U.S. could result in unprecedented market volatility and illiquidity, heightened operational risks relating to the clearance and settlement of transactions, margin and other disputes with clients and counterparties, an adverse impact to investors including money market funds that invest in U.S. Treasuries, downgrades in the U.S. credit rating, further increases in interest rates and borrowing costs and a recession in the U.S. or other economies. Continued uncertainty relating to the debt ceiling could result in downgrades of the U.S. credit rating, which could adversely affect market conditions, lead to margin disputes, increases in interest rates and borrowing costs and necessitate significant operational changes among market participants, including us. A downgrade of the U.S. federal government’s credit rating could also materially and adversely affect the market for repurchase agreements, securities borrowing and lending, and other financings typically collateralized by U.S. Treasury or agency obligations. Further, the fair value, liquidity and credit ratings of securities issued by, or other obligations of, agencies of the U.S. government or related to the U.S. government or its agencies, as well as municipal bonds could be similarly adversely affected. An increasing frequency of government shutdowns, or near shutdowns, in the U.S. could also lead to uncertainty as to the continued funding of the U.S. government, which could, in turn, adversely affect the credit ratings of the U.S. and the market for U.S. Treasury or agency obligations.obligations, and shutdowns could adversely affect our underwriting business.
In 2024, numerous elections were held globally, including the recent U.S. presidential election. The outcomes of the elections are expected to result in changes in policy, which could also have adverse effects on us or the business environment in which we operate more generally. For example, the new U.S. presidential administration has imposed or increased tariffs, including on imports from China, and proposed imposing or increasing tariffs on U.S. trading partners, which could adversely affect markets, the business environment and some of our businesses.
In certain circumstances, it may not be possible or economic to hedge our exposures and, to the extent that we do so, the hedge may be ineffective or may greatly reduce our ability to profit from increases in the values of the assets. This is particularly the case for credit products, including leveraged loans, private credit, and private equities or other securities that are not freely tradable or lack established and liquid trading markets. Sudden declines and significant volatility in the prices of assets have in the past substantially curtailed or eliminated,eliminated and may in the future substantially curtail or eliminate,eliminate the trading markets for certain assets, which may make it difficult to sell, hedge or value such assets. We may incur losses from time to time as trading markets deteriorate or cease to function, including with respect to loan commitments we have made or securities offerings we have underwritten. The inability to sell or effectively hedge assets reduces our ability to limit losses in such positions and the difficulty in valuing assets has in the past negatively affected,affected and may in the future negatively affect,affect our capital, liquidity or leverage ratios, our funding costs and our ability to deploy capital.
We post collateral to support our obligations and receive collateral that supports the obligations of our clients and counterparties. When the value of the assets posted as collateral or the credit ratings of the party posting collateral decline, the party posting the collateral may need to provide additional collateral or, if possible, reduce its trading position. An example of such a situation is a “margin call” in connection with a brokerage account. Therefore, declines in the value of asset classes used as collateral mean that either the cost of funding positions is increased or the size of positions is decreased.decreased or both. If we are the party providing collateral, this can increase our costs and reduce our profitability and if we are the party receiving collateral, this can also increase our risk and/or reduce our profitability by reducing the level of business done with our clients and counterparties.
In addition, volatile or less liquid markets increase the difficulty of valuing assets, which can lead to costly and time-consuming disputes over asset values and the level of required collateral, as well as increased credit risk to the recipient of the collateral due to delays in receiving adequate collateral. In cases where we foreclose on collateral, sudden declines in the value or liquidity of the collateral have in the past resulted in,in and may in the future result in,in significant losses to us, especially where there is a single type of collateral supporting the obligation. In addition, we have been and may in the future be subject to claims that the foreclosure was not permitted under the legal documents, was conducted in an improper manner, including in violation of law, or caused a client or counterparty to incur significant losses or go out of business.
Our investment banking, client intermediation, asset management and wealth management businesses have in the past been adversely affected and may in the future be adversely affected by market uncertainty or lack of confidence among investors and CEOs due to declines in economic activity and other unfavorable economic, geopolitical or market conditions.
Our investment banking business has in the past been and may in the future be adversely affected by market conditions. Poor economic conditions and other uncertain geopolitical conditions may adversely affect and have in the past adversely affected investor and CEO confidence, resulting in significant industry-wide declines in the size and number of underwritings and of advisory transactions, which would likely have,have and have in the past had,had an adverse effect on our revenues and our profit margins. In particular, because a significant portion of our investment banking revenues is derived from our participation in large transactions, a decline in the number of large transactions has in the past and would in the future adversely affect our investment banking business. Similarly, in recent years, cross-border initial public offerings and other securities offerings have accounted for a significant proportion of new issuance activity. Legislative, regulatory or other changes that limit trading in, or the issuance of, securities outside the issuers’ domestic markets, that result in or could result in the delisting or removal of securities from exchanges or indices, have in the past adversely affected and would in the future adversely affect our underwriting and client intermediation businesses. Furthermore, changes, or proposed changes, to international trade and investment policies of the U.S. and other countries could negatively affect market activity levels and our revenues.
Poor investment returns in our asset management and wealth management businesses, due to either general market conditions or underperformance (relative to our competitors or to benchmarks) by funds or accounts that we manage or investment products that we design or sell, affect our ability to retain existing assets and to attract new clients or additional assets from existing clients. This could affect the management and incentive fees that we earn on assets under supervision (AUS) or the commissions and net spreads that we earn for selling other investment products. To the extent that our clients choose to invest in products that we do not currently offer, we will suffer outflows and a loss of management fees. Further, if, due to changes in investor sentiment or the relative performance of certain asset classes or otherwise, clients continue to invest in products that generate lower fees (e.g., passively managed or fixed income products), our average effective management fee will decline further and our asset management and wealth management businesses could be adversely affected.
Inflation has had,had and could continuein tothe have,future have a negative effect on our business, results of operations and financial condition.
Inflationary pressures in recent years have affected economies, financial markets and market participants worldwide. Inflationary pressures in recent years have increased certain of our operating expenses, and have adversely affected consumer sentiment and CEO confidence. Central bank responses to inflationary pressures in recent years have also resulted in higher market interest rates,rates relative to earlier years, which, in turn, have at times contributed to lower activity levels across financial markets, in particular for debt underwriting transactions and mortgage originations, and in some cases resulted in lower values for certain financial assets which have adversely affected our equity and debt investments. Higher interest rates increase our borrowing costs and rising interest rates have in recent years required us to increase interest paid on our deposits. If inflationary pressures increase, our expenses may increase; we may be unable to achieve our efficiency ratio target; activity levels for certain of our businesses, in particular debt underwriting and mortgages, may decline; our interest expense could increase faster than our interest income, reducing our net interest income and net interest margin; certain of our investments could incur losses or generally low levels of returns; AUS could decline, or the composition of our AUS could shift to lower fee products, reducing management and other fees; economies worldwide could experience recessions; and we could continue to operate in a generally unfavorable economic and market environment.
Further, our ability to sell assets may be impaired if there is not generally a liquid market for such assets, as well as in circumstances where other market participants are seeking to sell similar otherwise generally liquid assets at the same time, as is likely to occur in a liquidity or other market crisis or in response to changes to rules or regulations. For example, in 2021, an investment management firm with large positions with several financial institutions defaulted, resulting in rapidly declining prices in the securities underlying those positions. In addition, clearinghouses, exchanges and other financial institutions with which we interact may exercise set-off rights or the right to require additional collateral, including in difficult market conditions, which could further impair our liquidity.
Numerous regulations impose stringent liquidity requirements on large financial institutions, including us. These regulations require us to hold large amounts of highly liquid assets and reduce our flexibility to source and deploy funding. In addition, our need to manage our operations in light of certain regulatory requirements when applicable thresholds are met has in the past limited and may in the future limit our ability to raise deposits in GSIB or other funding, which could adversely affect our liquidity or ability to respond efficiently to liquidity stress.
Widening credit spreads, as well as significant declines in the availability of credit, have in the past adversely affected our ability to borrow on a secured and unsecured basis and may do so in the future. We fund ourselves on an unsecured basis by primarily issuing long-term debt and commercial paper, by raising deposits at our bank subsidiaries, by issuing hybridstructured financial instrumentsdebt and by obtaining loans or lines of credit from commercial or other banking entities. We seek to finance many of our assets on a secured basis. Any disruptions in the credit markets may make it harder and more expensive to obtain funding for our businesses. If our available funding is limited or we are forced to fund our operations at a higher cost, these conditions may require us to curtail our business activities and increase our cost of funding, both of which could reduce our profitability, particularly in our businesses that involve investing, lending and market making.
Our cost of obtaining long-term unsecured funding is directly related to our credit spreads (the amount in excess of the interest rate of benchmark securities that we need to pay). Increases in our credit spreads can significantly increase our cost of this funding. Changes in credit spreads are continuous, market-driven, and subject at times to unpredictable and highly volatile movements. Our credit spreads are also influenced by market perceptions of our creditworthiness and movements in the costs to purchasers of credit default swaps referenced to our long-term debt. The market for credit default swaps has proven to be extremely volatile and at times has lacked a high degree of transparency or liquidity.
There has been a trend towards increasedsignificant regulation and supervision of our branches and subsidiaries by the governments and regulators in the countries in which those branches and subsidiaries are located or do business. Concerns about protecting clients and creditors of branches and subsidiaries of financial institutions that are located outside of the country in which such branches or subsidiaries are located or do business have caused or may cause a number of governments and regulators to take additional steps to “ring fence” or require internal total loss-absorbing capacity (which may also be subject to “bail-in” powers, as described below) at those branches and subsidiaries in order to protect clients and creditors of those branches and subsidiaries in the event of financial difficulties involving those branches and subsidiaries. The result has been and may continue to be additional limitations on our ability to efficiently move capital and liquidity among our affiliated entities, or to Group Inc., including in times of stress, thereby increasing the overall level of capital and liquidity required by us on a consolidated basis.
Furthermore, Group Inc. has guaranteed the payment obligations of certain of its subsidiaries, including GS&Co. and GS Bank USA, subject to certain exceptions. In addition, Group Inc. guarantees many of the obligations of other of its other consolidated subsidiaries on a transaction-by-transaction basis, as negotiated with counterparties. These guarantees may require Group Inc. to provide substantial funds or assets to its subsidiaries or their creditors or counterparties at a time when Group Inc. is in need of liquidity to fund its own obligations.
We are exposed to the risk that third parties that owe us money, securities or other assets will not perform their obligations. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. A failure of a significant market participant, or even concerns about a default by such an institution, has in the past led and could in the future lead to significant liquidity problems, losses or defaults by other institutions, which in turn could adversely affect us. We are also exposed to the risk of a special assessment, including under the FDIA or OLA in the event of the failure of a bank or non-bank financial institution, which havehas in the past,past adversely affected and may in the future,future adversely affect our results of operations.
Concentration of risk increases the potential for significant losses in our market-making, underwriting, investing and financing activities. The number and size of these transactions has affected and may in the future affect our results of operations in a given period. Moreover, because of concentrated risk, we may suffer losses even when economic and market conditions are generally favorable for our competitors. Disruptions in the credit markets can make it difficult to hedge these credit exposures effectively or economically. In addition, we extend large commitments as part of our credit origination activities. Disruptions in the credit markets have in the past substantially curtailed or eliminated,eliminated and may in the future substantially curtail or eliminate,eliminate the trading markets for loans we originate. These disruptions have in the past made,made and may in the future make,make it difficult for us to sell or value such assets, which have in the past resulted,resulted and may in the future result,result in losses for us.
In the ordinary course of business, we are at times subject to a concentration of credit risk to a particular counterparty, borrower, issuer (including sovereign issuers) or geographic area or group of related countries, such as the E.U., and a failure or downgrade of, or default by, such entity could negatively impact our businesses, perhaps materially, and the systems by which we set limits and monitor the level of our credit exposure to individual entities, industries, countries and regions may not function as we have anticipated. Regulatory reform, including the Dodd-Frank Act, has led to increased centralization of trading activity through particular clearinghouses, agent banks or exchanges, which has significantly increased our concentration of risk with respect to these entities. While ourOur activities expose us to many different industries, counterparties and countries, as well as different industries, including new and emerging industries, such as those related to AI. In particular, we routinely execute a high volume of transactions with counterparties or extend credit to borrowers engaged in financial services activities, including brokers and dealers, commercial banks, clearinghouses, exchangesexchanges, alternative asset managers and investment funds. This has resulted in significant credit concentration with respect to these counterparties.
As a signatory to the ISDA Universal Protocol orand U.S. ISDA Protocol (ISDA Protocols) and being subject to the FRB’s and FDIC’s rules on QFCs and similar rules in other jurisdictions, we may not be able to exercise remedies against counterparties and, as this regime has not yet been tested, we may suffer risks or losses that we would not have expected to suffer if we could immediately close out transactions upon a termination event. The ISDA Protocols and these rules and regulations extend to repurchase agreements and other instruments that are not derivative contracts.
As the volume, speed, frequency and complexity of transactions, especially electronic transactions (as well as the requirements to report such transactions on a real-time basis to clients, regulators and exchanges) increase, developing and maintaining our operational systems and infrastructure has become more challenging, and the risk of systems or human error by us or our third-party service providers in connection with such transactions has increased, as have the potential consequences of errors due to the speed and volume of transactions involved and the potential difficulty associated with discovering errors quickly enough to limit the resulting consequences. For example, the transition to a T+1 settlement timeframe in the U.S. in 2024 has subjected us to, and will continue to subject us to, increased operational risks with respect to reporting and timely settlement of transactions. These risks are exacerbated in times of increased volatility. As with other similarly situated institutions, we utilize credit underwriting models in connection with our businesses, including our consumer-oriented activities. Allegations or publicity, whether or not accurate, that our underwriting decisionsand other business decisions, including with respect to the provision of financial services, do not treat consumersclients or clientsconsumers fairly, or comply with the applicable law or regulation, have in the past resulted and may in the future result in negative publicity, reputational damage and governmental and regulatory scrutiny, investigations and enforcement actions.
Our financial, accounting, data processing or other operational systems and facilities have in the past not operated properly in certain respects and may in the future not operate properly or become disabled as a result of events that are wholly or partially beyond our control, such as a spike in transaction volume or an operational disruption at a third-party service provider, adversely affecting our ability to process these transactions or provide these services. We must continuously update our systems to support our operations and growth and to respond to changes in regulations and markets, and invest heavily in systemic controls and training to pursue our objective of ensuringso that such transactions do not violate applicable rules and regulations or, due to errors in processing such transactions, adversely affect markets, our clients and counterparties or us. Enhancements and updates to systems, as well as the requisite training, including in connection with the integration of new businesses, entail significant costs and create risks associated with implementing new systems and integrating them with existing ones.
The use of computing devices, phones and other mobile devices is critical to the work done by our employees and the operation of our systems and businesses and those of our clients and our third-party service providers and vendors. Their importance has continued to increase, for both our regular operations and business continuity plans. Computers and computer networks are subject to various risks, including, among others, cyber attacks, inherent technological defects, system disruptions and failures and human error. For example, fundamental security flaws in computer chips found in many types of these computing devices and phones have been reported in the past and may occur in the future, and in July 2024 there was a widely publicized information technology outage as a result of a faulty update to a cybersecurity software product that affected many businesses worldwide. The use of personal devices by our employees or by our vendors for work-related activities also presents risks related to potential violations of record retention and other requirements. Cloud technologies are also critical to the operation of our systems and platforms and our reliance on cloud technologies is growing. Service disruptions have resulted, and may result in the future, in delays in accessing, or the loss of, data that is important to our businesses and may hinder our clients’ access to our platforms. There have been a number of widely publicized cases of outages in connection with access to cloud computing providers.providers, such as an incident in October 2025 that affected many businesses worldwide, including us. Addressing these and similar issues could be costly and affect the performance of these businesses and systems. Applying fixes can introduce operational risks, and, despite the fixes, there may still be residual security risks.
Notwithstanding the proliferation of technology and technology-based risk and control systems, our businesses ultimately rely on people as our greatest resource, and, from time to time, they have in the past made mistakes or engaged in violations of applicable policies, laws, rules or procedures and may in the future make mistakes or engage in such violations of applicable policies, laws, rules or procedures that are not always caught immediately by our technological processes or by our controls and other procedures, which are intended to prevent and detect such errors or violations. These have in the past included and may in the future include calculation errors, mistakes in addressing emails, errors in software or model development or implementation, or simple errors in judgment, as well as intentional efforts to ignore or circumvent applicable policies, laws, rules or procedures. Human errors, malfeasance and other misconduct, including the intentional misuse of client information in connection with insider trading or for other purposes, even if promptly discovered and remediated, has in the past resulted and may in the future result in reputational damage and losses and liabilities for us.
The majority of the employees in our primary locations, including the New York metropolitan area, London, Bengaluru, Hyderabad,Tokyo, Hong Kong, Tokyo,Bengaluru, Hyderabad, Salt Lake City, Dallas, Singapore, Warsaw and Birmingham, work in close proximity to one another. Our headquarters is located in the New York metropolitan area, and we have our largest employee concentration occupying two principal office buildings near the Hudson River waterfront. They are subject to potential catastrophic events, including, but not limited to, extreme weather or terrorist attacks, extreme weather,attacks or other hostile events that could negatively affect our business. Notwithstanding our efforts to maintain business continuity, business disruptions impacting our offices and employees could lead to our employees’ inability to occupy the offices, communicate with or travel to other office locations or work remotely. As a result, our ability to service and interact with clients may be adversely impacted, due to our failure or inability to successfully implement business contingency plans.
Additionally, although the prevalence and scope of applications of distributed ledger technology, cryptocurrency and similar technologies is growing, the technology is nascent and may be vulnerable to cyber attacks or have other inherent weaknesses. We are exposed to risks, and may become exposed to additional risks, related to distributed ledger technology, including through our facilitation of clients’ activities involving financial products that use distributed ledger technology, such as blockchain, cryptocurrenciescryptocurrencies, stablecoins or other digital assets, our investments in companies that seek to develop platforms based on distributed ledger technology, the use of distributed ledger technology by us, third-party vendors, clients, counterparties, clearinghouses and other financial intermediaries, and the receipt or use of cryptocurrencies or other digital assets as collateral. Market volatility of financial products using distributed ledger technology may increase these risks.
We or our third-party vendors, clients or counterparties have in the past developed or incorporated,incorporated and may in the future develop or incorporate,incorporate AI technology in certain business processes, services or products. The development and use of AI present a number of risks and challenges to our business. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the U.S. and internationally, and includes regulation targeted specifically at AIAI, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI. These evolving laws and regulations couldhave in the past required and may in the future require changes in our implementation of AI technology and increase our compliance costs and the risk of non-compliance. AI models, particularly generative AI models, may produce output or take action that is incorrect, that result in the release of private, confidential or proprietary information, that reflect biases included in the data on which they are trained, infringe on the intellectual property rights of others, or that is otherwise harmful. In addition, the complexity of many AI models makes it challenging to understand why they are generating particular outputs. This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias and complying with regulations that require documentation or explanation of the basis on which decisions are made. Further, we may rely on AI models developed by third parties, and, to that extent, would beare dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models, and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which we may have limited visibility. Additionally, we are exposed to risks related to the use of AI technologies by third-party vendors, clients, counterparties, clearinghouses and other financial intermediaries. Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation and the public perception of our business or the effectiveness of our security measures.measures, and, as we expand the development and incorporation of AI technologies in our business processes, services or products, including in connection with our OneGS 3.0 initiative, these risks may be heightened.
In addition to our use of AI technologies, we are exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks.cyber attacks. Generative AI, if used to perpetrate fraud or launch cyberattacks,cyber attacks, could result in losses, liquidity outflows or other adverse effects atfor aus particularand financialour institution or exchange.clients.
We are regularly the target of attempted cyber attacks, including denial-of-service attacks, and must continuously monitor and develop our systems to protect the integrity and functionality of our technology infrastructure and access to and the security of our data. We have faced a high volume of cyber attacks as we expand our mobile- and other internet-based products and services, as well as our usage of mobile and cloud technologies, and as we provide these services to individual consumers. Further, the use of AI by cybercriminals may increase the frequency and severity of cybersecurity attacks against us or our third-party vendors and clients. The use of employee-owned devices presents additional risks of cyber attacks, as do hybrid work arrangements. In addition, due to our interconnectivity with third-party vendors (and their respective service providers), agent banks, exchanges, clearinghouses and other financial institutions, we have been, and could bein the future be, adversely impacted if any of them is subject to a successful cyber attack or other information security event. These impacts could include the loss of access to information or services from the third party subject to the cyber attack or other information security event or could result in unauthorized access to or disclosure of client, customer or other confidential information, which could, in turn, interrupt certain of our businesses or adversely affect our results of operations and reputation.
Although we take protective measures proactively and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, misuse, phishing or other fraudulent schemes, computer viruses or other malicious code, cyber attacks on our vendors and other events that could have a security impact. Risks relating to cyber attacks on our vendors have been increasing given the greater frequency and severity in recent years of supply chain attacks affecting software and information technology service providers. Due to the complexity and interconnectedness of our systems, the process of enhancing our protective measures can itself create a risk of systems disruptions and security issues. In addition, protective measures that we employ to compartmentalize our data may reduce our visibility into, and adversely affect our ability to respond to, cyber threats and issues with our systems.
We have expended, and expect tomay continue to expend, significant resources on an ongoing basis to modify our protective measures and to investigate and remediate vulnerabilities or other exposures, but these measures may be ineffective and we may be subject to legal or regulatory action, as well as financial losses that are either not insured against or not fully covered through any insurance maintained by us. Regulatory agencies have become increasingly focused on cybersecurity incidents.
Our clients’ confidential information may also be at risk from the compromise of clients’ accounts, including as a result of a data security breach at ana unrelated company.third-party. Losses due to unauthorized account activity could harm our reputation and may have adverse effects on our business, financial condition and results of operations.
The increased use of mobile and cloud technologies heightens these and other operational risks, as do hybrid work arrangements. Certain aspects of the security of these technologies are unpredictable or beyond our control, and the failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber attacks could disrupt our operations and result in misappropriation, corruptioncorruption, unavailability or loss of confidential and other information. In addition, there is a risk that encryption and other protective measures, despite their sophistication, may be defeated, particularly to the extent that new computing technologies, such as quantum computing, vastly increase the speed and computing power available.
We routinely transmit and receive personal, confidential and proprietary information by email and other electronic means. We have discussed and worked with clients, vendors, service providers, counterparties and other third parties to develop secure transmission capabilities and protect against cyber attacks, but we do not have, and may be unable to put in place, secure capabilities with all of our clients, vendors, service providers, counterparties and other third parties and we may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of the information. An interception, misuse or mishandling of personal, confidential or proprietary information being sent to or received from a client, vendor, service provider, counterparty or other third party could result in legal liability, regulatory actionaction, reputational harm and reputational harm.losses.
OurAlthough we have substantially completed the narrowing of our focus on our consumer-related activities, our remaining consumer offerings present us with different risks, and we have needed and continue to need to expand and adapt our risk monitoring and mitigation activities to account for these business activities. A failure to adequately assess and control such risk exposures has in the past resulted and could in the future result in losses to us.
As a participant in the financial services industry and a globally systemically important financial institution, we are subject to extensive regulation in jurisdictions around the world. We face the risk of significant intervention by law enforcement, regulatory and taxing authorities, as well as private litigation, in all jurisdictions in which we conduct our businesses. In many cases, our activities have been and may continue to be subject to overlapping and divergent regulation in different jurisdictions. Among other things, as a result of law enforcement authorities, regulators or private parties challenging our compliance with existing laws and regulations, we or our employees have been, and could be, fined, criminally charged or sanctioned; prohibited from engaging in some of our business activities; subjected to limitations or conditions on our business activities, including higher capital requirements; or subjected to new or substantially higher taxes or other governmental charges in connection with the conduct of our businesses or with respect to our employees. These limitations or conditions may limit our business activities and negatively impact our profitability.
In addition to the impact on the scope and profitability of our business activities, day-to-day compliance with existing laws and regulations has involved and will continue to involve significant amounts of time, including that of our senior leaders and that of a large number of dedicated compliance and other reporting and operational personnel, in connection with which we expect to continue to add personnel, all of which may negatively impact our profitability.
Our revenues and profitability and those of our competitors have been and will continue to be impacted by requirements relating to capital, leverage, liquidity and long-term funding levels, requirements related to resolutionrecovery and recoveryresolution planning, derivatives clearing and margin rules and levels of regulatory oversight, as well as limitations on which and, if permitted, how certain business activities may be carried out by financial institutions. The laws, regulations and accounting standards,standards (including tax statutes and regulations), that apply to our businesses are often complex and, in many cases, we must make interpretive decisions regarding the application of those laws, regulations and accounting standards (including tax statutes and regulations) to our business activities. Changes in interpretations, whether in response to regulatory or tax authority guidance, industry conventions, our own reassessments or otherwise, could adversely affect our businesses, results of operations or ability to satisfy applicable regulatory requirements, such as capital or liquidity requirements.
If there are new laws or regulations or changes in the interpretation or enforcement of existing laws or regulations applicable to our businesses or those of our clients, including capital, liquidity, leverage, long-term debt, total loss-absorbing capacity and margin requirements, restrictions on leveraged lending or other business practices, reporting requirements, requirements relating to recovery and resolution planning, tax burdens and compensation restrictions, that are imposed on a limited subset of financial institutions (whether based on size, method of funding, activities, geography or other criteria), compliance with these new laws or regulations, or changes in the enforcement of existing laws or regulations, could adversely affect our ability to compete effectively with other institutions that are not affected in the same way. In addition, regulation imposed on financial institutions or market participants generally, such as taxes on stock transfers, share repurchases and other financial transactions, could adversely impact levels of market activity more broadly, and thus impact our businesses. Changes to laws or regulations, such as tax laws, could also have a disproportionate impact on us, based on the way those laws or regulations are applied to financial services and financial firms or due to our corporate structure or where or how we provide these services. Recent political developments have added additional uncertainty with respect to new laws and regulations or changes in the interpretations or enforcement of existing laws and regulations.
U.S. and non-U.S. regulatory developments, in particular the Dodd-Frank Act and Basel III, have significantly altered the regulatory framework within which we operate and have adversely affected and may in the future adversely affect our profitability. Among the aspects of the Dodd-Frank Act that have affected or may in the future affect our businesses are: increased capital, liquidity and reporting requirements; limitations on activities in which we may engage; increased regulation of and restrictions on OTC derivatives markets and transactions; limitations on incentive compensation; limitations on affiliate transactions; requirements to reorganize or limit activities in connection with recovery and resolution planning; increased deposit insurance assessments; and increased standards of care for broker-dealers and investment advisers in dealing with clients. The implementation of higher capital requirements, more stringent requirements relating to liquidity, long-term debt and total loss-absorbing capacity and the prohibition on proprietary trading and the sponsorship of, or investment in, covered funds by the Volcker Rule may continue to adversely affect our profitability and competitive position, particularly where these requirements do not apply equally to our competitors. We may become subject to higher and more stringent capital and other regulatory requirements as a result of the implementation of the Basel Committee’s finalization of the post-crisis regulatory capital reformsreforms, as well as future Basel Committee standards. Substantial parts of the E.U. rules implementing the Basel III Revisions became effective on January 1, 2025; the E.U. has delayed implementation of the FRTB rules to January 1, 2026; the U.K. issued near final rules implementing the Basel III revisions with a proposed effective date of January 1, 2027; and the FRB has indicated that it expects to work with the other U.S. federal bank regulatory agencies in 2025 on a revised proposal. See “Business — Regulation — Banking Supervision and Regulation — Risk-Based Capital Ratios” in Part I, Item 1 of this Form 10-K for further information about proposed and adopted regulatory requirements.
As described in “Business — Regulation — Banking Supervision and Regulation — Risk-Based Capital Ratios” in Part I, Item 1 of this Form 10-K, the SCB has replaced the capital conservation buffer under the Standardized Capital Rules and in the past has resulted in and may in the future result in higher and more volatile Standardized capital ratio requirements. Failure to comply with these requirements could limit our ability to, among other things, repurchase shares, pay dividends and make certain discretionary compensation payments. In addition, if we are required to resubmit our capital plan, we generally may not make capital distributions, such as sharecommon stock repurchases or dividends,dividends or preferred stock redemptions, without the prior approval of the FRB. Dividends and repurchases are also subject to oversight by the FRB, which can result in limitations. Limitations on our ability to make capital distributions could, among other things, prevent us from returning capital to our shareholders and impact our return on equity. Additionally, as a G‑SIB, we are subject to the G‑SIB surcharge. Our G‑SIB surcharge is updated annually based on financial data from the prior year. Expansion of our businesses, growth in our balance sheet and increased reliance on short-term wholesale funding have resulted in increases and in the future may result in further increases in our G‑SIB surcharge and a corresponding increase in our capital requirements. Effective on January 1, 2026, our G-SIB surcharge is expected to increase from 3.0% to 3.5%. The July 2023 proposal from the FRB would introduce additional granularity in the surcharge buckets and increase the amount of financial data used in the calculation of the G-SIB surcharge based on averages over the year, as opposed to period-end values, which could increase our G-SIB surcharge.
In addition, our businesses are increasingly subject to laws and regulations relating to surveillance, encryption and data on-shoring in the jurisdictions in which we operate. Compliance with these laws and regulations may require us to change our policies, procedures and technology for information security, which could, among other things, make us more vulnerable to cyber attacks and other misappropriation, corruptioncorruption, unavailability or loss of information or technology.
A failure to appropriately identify and address potential conflicts of interest has in the past adversely affected and may in the future adversely affect our businesses.
We have extensive procedures and controls that are designed to identify and address conflicts of interest, including those designed to prevent the improper sharing of information among our businesses. However, appropriately identifying and dealing with conflicts of interest is complex and difficult, and our reputation, which is one of our most important assets, could be damaged and the willingness of clients to enter into transactions with us may be adversely affected if we fail, or appear to fail, to identify, disclose and deal appropriately with conflicts of interest. In addition, potential or perceived conflicts have in the past given and may in the future give rise to litigation, government investigations or enforcement actions. Additionally, our One Goldman Sachs initiative, as well as the alignment of our businesses, aim to increase collaboration among our businesses, which may increase the potential for actual or perceived conflicts of interest and improper information sharing.
We may be adversely affected by increased governmental and regulatory scrutiny or negative publicity.
GovernmentalWe are subject to governmental scrutiny from regulators, legislative bodies and law enforcement agencies with respect to matters relating to compensation, our business practices, our past actions and other matters remains at high levels.matters. Political and public sentiment regarding financial institutions has in the past resulted and may in the future result in a significant amount of adverse press coverage, as well as adverse statements or charges by regulators or other government officials. Press coverage and other public statements that assert some form of wrongdoing (including, in some cases, press coverage and public statements that do not directly involve us) oftenhave in the past resulted and may in the future result in some type of investigation by regulators, legislators and law enforcement officials or in lawsuits.
Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceeding, is time-consuming and expensive and can divert the time and effort of our senior management from our business. Penalties and fines sought by regulatory authorities have increased substantially andover certain regulators have been more likely in recent years to commence enforcement actions or to support legislation targeted at the financial services industry.time. Governmental authorities may also be more likely to pursue criminal or other actions, including seeking admissions of wrongdoing or guilty pleas, in connection with the resolution of an inquiry or investigation to the extent a company is viewed as having previously engaged in criminal, regulatory or other misconduct. Adverse publicity, governmental scrutiny and legal and enforcement proceedings can also have a negative impact on our reputation and on the morale and performance of our employees, which could adversely affect our businesses and results of operations. Further, we arehave in the past been and could in the future be subject to regulatory settlements, orders and feedback that require significant remediation activities and enhancements to existing controls, systems and procedures, which has required and will require us to commit significant resources, including hiring, as well as testing the operation and effectiveness of new controls, policies and procedures. The failure to complete these remediation activities in a timely manner could lead to higher operating expenses, reputational damage and other negative consequences.
Certain law enforcement authorities have recently required admissions of wrongdoing, and, in some cases, criminal pleas, as part of the resolutions of matters brought against financial institutions or their employees. See for example, “1MDB-Related Matters” in Note 27 to the consolidated financial statements in Part II, Item 8 of this Form 10-K. Any such resolution of a criminal matter involving us or our employees could lead to increased exposure to civil litigation, could adversely affect our reputation, could result in penalties or limitations on our ability to conduct our activities generally or in certain circumstances and could have other negative effects. Further, as a result of this type of settlement, we are no longer a “well-known seasoned issuer,” which places limitations on the manner in which we can market our securities.
While business and other practices throughout the world differ, our principal entities are subject in their operations worldwide to rules and regulations relating to corrupt and illegal payments, hiring practices and money laundering, as well as laws relating to doing business with certain individuals, groups and countries, such as the FCPA, the BSA and the U.K. Bribery Act. While we have invested and continue to invest significant resources in training and in compliance monitoring, the geographical diversity of our operations, employees, clients and consumers, as well as the vendors and other third parties that we deal with, greatly increases the risk that we may be found in violation of such rules or regulations and such violations have in the past subjected and could in the future subject us to significant penalties or adversely affect our reputation. See for example, “1MDB-Related Matters” in Note 27 to the consolidated financial statements in Part II, Item 8 of this Form 10-K.
These activities subject us and/or the entities in which we invest to extensive and evolving federal, state and local energy, environmental, antitrust and other governmental laws and regulations worldwide, including environmental laws and regulations relating to, among others, air quality, water quality, waste management, transportation of hazardous substances, natural resources, site remediation and health and safety. Additionally, rising climate change concerns have led to additional laws and regulations, regulatory scrutiny and disclosure obligations that have increased and could further increase the operating costs and could adversely affect the profitability of certain of our investments and activities.
Management's Discussion & Analysis (MD&A)
New heading “Identifiable Intangible Assets”
New heading “Litigation and Regulatory Proceedings”
New heading “Operational Risk”
New heading “RWAs Rollforward Commentary”
Removed heading “2024 versus 2023”
Largest changes
These statements may relate to, among other things, (i) our future plans and results, including our target return on average common shareholders’ equity (ROE), return on average tangible common shareholders’ equity (ROTE), efficiency ratio, Common Equity Tier 1 (CET1) capitalsee in full comparisonratio and firmwideratio, total credit alternative assets, total alternative assets under supervision (AUS), long-term wealth management inflows and percentage growth rate for Management and other fees from alternatives, and how they can be achieved, (ii) trends in or growth opportunities for our businesses, including the timing, costs, profitability, benefits and other aspects of business and strategicinitiativesinitiatives, such as OneGS 3.0, and their impact on our efficiency ratio,as well as(iii) the opportunities and challenges presented by artificial intelligence (AI),(iii) our level of future compensation expense,(iv) our Investment banking fees backlog and future advisory and capital markets results, (v)our expected interest income and interest expense, (vi) our expense savings and strategic locations initiatives, (vii)expenses we may incur, including the level of futurelitigationcompensation expense, (viiivi) the projected growth of our deposits and other funding,asset liability management and funding strategies and related interest expense savings,(ixvii) our business and expense savings initiatives, including OneGS 3.0, (xviii) our planned2025benchmark debt issuances, (xi) the amount, composition and location of global core liquid assets (GCLA) we expect to hold, (xiiix) our credit exposures, (xiiix) our expected provision for creditlosses,losses(xiv)and the adequacy of our allowance for credit losses, (xv) the narrowing of our consumer business, (xvixi) the objectives and effectiveness of our business continuity planning (BCP), information security program, risk management and liquidity policies, (xviixii) our resolution plan and its implications for stakeholders, (xviiixiii)the design and effectiveness of our resolution capital and liquidity models and triggers and alerts framework, (xix) the results of stress tests,the effect of changes to regulations, and our future status, activities or reporting under banking and financial regulation, (xxxiv) our expected tax rate, (xxixv) the future state of our liquidity and regulatory capital ratios, and our prospective capital distributions (including dividends and repurchases), (xxiixvi) our expected stress capital buffer (SCB) and global systemically important bank (G-SIB) surcharge, (xxiiixvii) legal proceedings, governmental investigations or other contingencies, (xxivxviii) the asset recovery guarantee andourapplicationsremediationforactivitiesexemptions and authorizations from regulatory authorities related to our 1Malaysia Development Berhad (1MDB) settlements, (xxvxix) the effectiveness of our management of our humancapital,capital and changes in headcount, (xxvixx) our sustainabilityand carbon neutrality targets andgoals, (xxviixxi) future inflation, (xxviii) the impact of Russia’s invasion of Ukraine and related sanctions and other developments on our business, results and financial position, (xxixxxii) our ability to sell, and the terms of any proposed or pending sales of, Asset & Wealth Management historical principal investments, and our ability to transition theGeneralAppleMotorsCard(GM) credit card program, (xxx) the impact of the conflicts in the Middle East, (xxxi) our abilityprogram tomanageanotherour commercial real estate exposures,issuer, (xxxii) the profitability of Platform Solutions and (xxxiiixxiii) the effectiveness of our cybersecurity risk managementprocess.process and (xxiv) our completed and announced partnership and acquisitions.
“In 2024, the global economy grew, but was impacted throughout the year by broad macroeconomic and geopolitical concerns. Concerns regarding inflation and ongoing geopolitical stresses, including tensions with China and the conflicts in Ukraine and the Middle East, remained elevated. Despite these concerns, the economy in the U.S. has remained resilient and equity markets have reacted favorably to the outcomes of national elections. Additionally, markets were focused on policy interest rate cuts by several central banks, including the first rate cut by U.S. …”see in full comparison
“During 2025, the global economy grew, including in the U.S., as economic activity remained resilient despite being impacted by continued inflationary pressures and ongoing geopolitical concerns, as well as uncertainty resulting from changes in international trade policies (including tariffs). These concerns and uncertainties contributed to periods of market volatility and the prospect of an economic recession in the U.S. during the year. …”see in full comparison
“U.S. GAAP requires us to make certain estimates and assumptions. In addition to the estimates we make in connection with fair value measurements and the allowance for credit losses on loans and lending commitments held for investment and accounted for at amortized cost, the use of estimates and assumptions is also important in determining the accounting for goodwill and identifiable intangible assets, provisions for losses that may arise from litigation and regulatory proceedings (including governmental investigations), and accounting for income taxes.”see in full comparison
“U.S. GAAP requires us to make certain estimates and assumptions. In addition to the estimates we make in connection with fair value measurements, the use of estimates and assumptions is also important in determining the allowance for credit losses on loans and lending commitments held for investment and accounted for at amortized cost, the accounting for goodwill and identifiable intangible assets, provisions for losses that may arise from litigation and regulatory proceedings (including governmental investigations), and accounting for income taxes.”see in full comparison
Operating expenses weresee in full comparison$33.77$37.54 billion for2024,2025,2%11%lowerhigher than2023,2024, primarily reflectingdecreases driven by significantly lower expenses, including impairments, related to commercial real estate in consolidated investment entities (CIEs) and other significant expenses recognized in the prior year, including the write-down of identifiable intangible assets related to GreenSky Holdings, LLC (GreenSky), an impairment of goodwill related to Consumer platforms and the FDIC special assessment fee. These decreases were partially offset byhigher compensation and benefits expenses (reflecting improved operating performance) and higher transaction based expenses. Our efficiency ratio (total operating expenses divided by total net revenues) was63.1%64.4% for2024,2025, compared with74.6%63.1% for2023.2024.
Full comparison: every changed paragraph (328)
These statements may relate to, among other things, (i) our future plans and results, including our target return on average common shareholders’ equity (ROE), return on average tangible common shareholders’ equity (ROTE), efficiency ratio, Common Equity Tier 1 (CET1) capital ratio and firmwideratio, total credit alternative assets, total alternative assets under supervision (AUS), long-term wealth management inflows and percentage growth rate for Management and other fees from alternatives, and how they can be achieved, (ii) trends in or growth opportunities for our businesses, including the timing, costs, profitability, benefits and other aspects of business and strategic initiativesinitiatives, such as OneGS 3.0, and their impact on our efficiency ratio, as well as(iii) the opportunities and challenges presented by artificial intelligence (AI), (iii) our level of future compensation expense, (iv) our Investment banking fees backlog and future advisory and capital markets results, (v) our expected interest income and interest expense, (vi) our expense savings and strategic locations initiatives, (vii) expenses we may incur, including the level of future litigationcompensation expense, (viiivi) the projected growth of our deposits and other funding, asset liability management and funding strategies and related interest expense savings, (ixvii) our business and expense savings initiatives, including OneGS 3.0, (xviii) our planned 2025 benchmark debt issuances, (xi) the amount, composition and location of global core liquid assets (GCLA) we expect to hold, (xiiix) our credit exposures, (xiiix) our expected provision for credit losses,losses (xiv)and the adequacy of our allowance for credit losses, (xv) the narrowing of our consumer business, (xvixi) the objectives and effectiveness of our business continuity planning (BCP), information security program, risk management and liquidity policies, (xviixii) our resolution plan and its implications for stakeholders, (xviiixiii) the design and effectiveness of our resolution capital and liquidity models and triggers and alerts framework, (xix) the results of stress tests, the effect of changes to regulations, and our future status, activities or reporting under banking and financial regulation, (xxxiv) our expected tax rate, (xxixv) the future state of our liquidity and regulatory capital ratios, and our prospective capital distributions (including dividends and repurchases), (xxiixvi) our expected stress capital buffer (SCB) and global systemically important bank (G-SIB) surcharge, (xxiiixvii) legal proceedings, governmental investigations or other contingencies, (xxivxviii) the asset recovery guarantee and ourapplications remediationfor activitiesexemptions and authorizations from regulatory authorities related to our 1Malaysia Development Berhad (1MDB) settlements, (xxvxix) the effectiveness of our management of our human capital,capital and changes in headcount, (xxvixx) our sustainability and carbon neutrality targets and goals, (xxviixxi) future inflation, (xxviii) the impact of Russia’s invasion of Ukraine and related sanctions and other developments on our business, results and financial position, (xxixxxii) our ability to sell, and the terms of any proposed or pending sales of, Asset & Wealth Management historical principal investments, and our ability to transition the GeneralApple MotorsCard (GM) credit card program, (xxx) the impact of the conflicts in the Middle East, (xxxi) our abilityprogram to manageanother our commercial real estate exposures,issuer, (xxxii) the profitability of Platform Solutions and (xxxiiixxiii) the effectiveness of our cybersecurity risk management process.process and (xxiv) our completed and announced partnership and acquisitions.
Net revenues were $53.51$58.28 billion for 2024,2025, 16%9% higher than 2023, primarily2024, reflecting higher net revenues in Global Banking & MarketsMarkets, andpartially Assetoffset &by Wealthsignificantly Management.lower net revenues in Platform Solutions. The increase in net revenues in Global Banking & Markets primarily reflected significantly higher net revenues in Equities, significantly higher Investment banking fees and higher net revenues in Fixed Income, Currency and Commodities (FICC). The increasedecrease in net revenues in Platform Solutions reflected a reduction in net revenues of $2.26 billion from markdowns on the outstanding credit card portfolio related to the transfer of the Apple Card loan portfolio to held for sale and contract termination obligations in connection with the agreement to transition the program to another issuer, which was more than offset by a related reserve reduction in provision for credit losses. Net revenues in Asset & Wealth Management primarilywere reflectedslightly significantlyhigher, reflecting higher Management and other fees, higher net revenues in EquityPrivate investmentsbanking and lending and, to a lesser extent, higher ManagementIncentive andfees, otherlargely fees.offset Netby significantly lower net revenues in Platform Solutions were slightly higher.Investments.
Provision for credit losses was a net benefit of $1.11 billion for 2025, compared with net provisions of $1.35 billion for 2024. The net benefit for 2025 reflected a net release related to the Apple Card loan portfolio (including a reserve reduction of $2.48 billion related to the transfer of the Apple Card loans to held for sale, partially offset by net charge-offs during the year). Provisions for 2024 reflected net provisions related to the credit card portfolio (primarily driven by net charge-offs).
Provision for credit losses was $1.35 billion for 2024, compared with $1.03 billion for 2023. Provisions for 2024 reflected net provisions related to the credit card portfolio (primarily driven by net charge-offs). Provisions for 2023 reflected net provisions related to both the credit card portfolio (primarily driven by net charge-offs) and wholesale loans (primarily driven by impairments), partially offset by reserve reductions related to the transfer of the GreenSky loan portfolio to held for sale and the sale of substantially all of the Marcus by Goldman Sachs (Marcus) loan portfolio.
Operating expenses were $33.77$37.54 billion for 2024,2025, 2%11% lowerhigher than 2023,2024, primarily reflecting decreases driven by significantly lower expenses, including impairments, related to commercial real estate in consolidated investment entities (CIEs) and other significant expenses recognized in the prior year, including the write-down of identifiable intangible assets related to GreenSky Holdings, LLC (GreenSky), an impairment of goodwill related to Consumer platforms and the FDIC special assessment fee. These decreases were partially offset by higher compensation and benefits expenses (reflecting improved operating performance) and higher transaction based expenses. Our efficiency ratio (total operating expenses divided by total net revenues) was 63.1%64.4% for 2024,2025, compared with 74.6%63.1% for 2023.2024.
During 2025, the global economy grew, including in the U.S., as economic activity remained resilient despite being impacted by continued inflationary pressures and ongoing geopolitical concerns, as well as uncertainty resulting from changes in international trade policies (including tariffs). These concerns and uncertainties contributed to periods of market volatility and the prospect of an economic recession in the U.S. during the year. Additionally, markets were focused on the timing and amount of policy interest rate cuts by central banks globally, including three rate cuts by the Federal Reserve in the second half of the year. Global equity prices were generally higher compared with the end of 2024, with some equity indices reaching record highs.
In 2024, the global economy grew, but was impacted throughout the year by broad macroeconomic and geopolitical concerns. Concerns regarding inflation and ongoing geopolitical stresses, including tensions with China and the conflicts in Ukraine and the Middle East, remained elevated. Despite these concerns, the economy in the U.S. has remained resilient and equity markets have reacted favorably to the outcomes of national elections. Additionally, markets were focused on policy interest rate cuts by several central banks, including the first rate cut by U.S. Federal Reserve since it began increasing the rate in 2022.
There remains uncertainty and concerns about geopolitical risks, inflation, central bank policypolicies and inflation.international trade policies (including tariffs). See “Results of Operations — Segment Assets and Operating Results — Segment Operating Results” for further information about the operating environment for each of our business segments.
Critical Accounting PoliciesPolicy
Fair Value Hierarchy. Trading assets and liabilities, certain investments and loans, and certain other financial assets and liabilities, are included in our consolidated balance sheets at fair value (i.e., marked-to-market), with related gains or losses generally recognized in our consolidated statements of earnings. The use of fair value to measure financial instruments is fundamental to our risk management practices and is our most critical accounting policy.practices.
Controls Over Valuation of Financial Instruments. Market makersmaking and investment professionals in our revenue-producing units are responsible for pricing our financial instruments. Our control infrastructure is independent of the revenue-producing units and is fundamental to ensuring that all of our financial instruments are appropriately valued at market-clearing levels. In the event that there is a difference of opinion in situations where estimating the fair value of financial instruments requires judgment (e.g., calibration to market comparables or trade comparison, as described below), the final valuation decision is made by senior managers in our independent price verification function within Controllers. This independent price verification is critical to ensuring that our financial instruments are properly valued.
U.S. GAAP requires us to make certain estimates and assumptions. In addition to the estimates we make in connection with fair value measurements, the use of estimates and assumptions is also important in determining the allowance for credit losses on loans and lending commitments held for investment and accounted for at amortized cost, the accounting for goodwill and identifiable intangible assets, provisions for losses that may arise from litigation and regulatory proceedings (including governmental investigations), and accounting for income taxes.
We estimate and record an allowance for credit losses related to our loans held for investment that are accounted for at amortized cost. To determine the allowance for credit losses, we classify our loans accounted for at amortized cost into wholesale and consumer portfolios. These portfolios represent the level at which we have developed and documented our methodology to determine the allowance for credit losses. The allowance for credit losses is measured on a collective basis for loans that exhibit similar risk characteristics using a modeled approach and on an asset-specific basis for loans that do not share similar risk characteristics. As of December 2025, as a result of transferring our entire credit card portfolio to held for sale, we no longer have any loans in the consumer portfolio that are subject to an allowance for credit losses.
The allowance for credit losses takes into account the weighted average of a range of forecasts of future economic conditions over the expected life of the loans and lending commitments. The expected life of each loan or lending commitment is determined based on the contractual term adjusted for extension options or demand features, or iswas modeled in the case of revolving credit card loans. The forecasts include baseline, favorable and adversemultiple economic scenarios over a three-year period. For loans with expected lives beyond three years, the model reverts to historical loss information based on a non-linear modeled approach. We apply judgment in weighting individual scenarios each quarter based on a variety of factors, including our internally derived economic outlook, market consensus, recent macroeconomic conditions and industry trends. The forecasted economic scenarios consider a number of risk factors relevant to the wholesale andportfolio and, prior to December 2025, also considered risk factors relevant to the consumer portfolios.portfolio. Risk factors for wholesale loans include internal credit ratings, industry default and loss data, expected life, macroeconomic indicators (e.g., unemployment rates and GDP), the borrower’s capacity to meet its financial obligations, the borrower’s country of risk and industry, loan seniority and collateral type. In addition, for loans backed by real estate, risk factors include the loan-to-value ratio, debt service ratio and home price index. The allowance for loan losses for wholesale loans that do not share similar risk characteristics, such as nonaccrual loans, is calculated using the present value of expected future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or, in the case of collateral dependent loans, the fair value of the collateral less estimated costs to sell, if applicable. Risk factors for installment and credit card loans includeincluded Fair Isaac Corporation (FICO) credit scores, delinquency status, loan vintage and macroeconomic indicators.
The allowance for credit losses also includes qualitative components which allow management to reflect the uncertain nature of economic forecasting, capture uncertainty regarding model inputs, and account for model imprecision and concentration risk. The qualitative factors considered by management include, among others, changes and trends in loan portfolios, uncertainties associated with the macroeconomic and geopolitical environments, credit concentrations, changes in volume and severity of past due and criticized loans, idiosyncratic events and deterioration within an industry or region.
The allowance for credit losses also includes qualitative components which allow management to reflect the uncertain nature of economic forecasting, capture uncertainty regarding model inputs, and account for model imprecision and concentration risk. The qualitative factors considered by management include, among others, changes and trends in loan portfolios, uncertainties associated with the macroeconomic and geopolitical environments, credit concentrations, changes in volume and severity of past due and criticized loans, idiosyncratic events and deterioration within an industry or region. Our estimate of credit losses entails judgment about collectability at the reporting dates, and there are uncertainties inherent in those judgments. The allowance for credit losses is subject to a governance process that involves senior management within Risk and Controllers. Personnel within Risk are responsible for forecasting the economic variables that underlie the economic scenarios that are used in the modeling of expected credit losses. While we use the best information available to determine this estimate, future adjustments to the allowance may be necessary based on, among other things, changes in the economic environment or variances between actual results and the original assumptions used. Loans are charged off against the allowance for loan losses when deemed to be uncollectible.
To estimate the potential impact of an adverse macroeconomic environment on our allowance for credit losses, we, among other things, compared the expected credit losses under the weighted average forecast used in the calculation of allowance for credit losses as of December 20242025 (which was weighted towards the baseline and adverse economic scenarios) to the expected credit losses under a 100% weighted adverse economic scenario. The adverse economic scenario of the forecast model reflects a global recession in the first quarter of 20252026 through the firstfourth quarter of 2026, resulting in an economic contraction and rising unemployment rates. A 100% weighting to the adverse economic scenario would have resulted in an approximate $0.9$0.6 billion increase in our allowance for credit losses as of December 2024.2025. This hypothetical increase does not take into consideration any potential adjustments to qualitative reserves. The forecasts of macroeconomic conditions are inherently uncertain and do not take into account any other offsetting or correlated effects. The actual credit loss in an adverse macroeconomic environment may differ significantly from this estimate. See Note 9 to the consolidated financial statements for further information about the allowance for credit losses.
Goodwill
U.S. GAAP requires us to make certain estimates and assumptions. In addition to the estimates we make in connection with fair value measurements and the allowance for credit losses on loans and lending commitments held for investment and accounted for at amortized cost, the use of estimates and assumptions is also important in determining the accounting for goodwill and identifiable intangible assets, provisions for losses that may arise from litigation and regulatory proceedings (including governmental investigations), and accounting for income taxes.
Goodwill is assessed for impairment annually in the fourth quarter or more frequently if events occur or circumstances change that indicate an impairment may exist. When assessing goodwill for impairment, first, a qualitative assessment can be made to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its carrying value. If the results of the qualitative assessment are not conclusive, a quantitative goodwill test is performed. Alternatively, a quantitative goodwill test can be performed without performing a qualitative assessment. Estimating the fair value of our reporting units requires judgment. Critical inputs to the fair value estimates include projected earnings, allocated equity, price-to-earnings multiples and price-to-book multiples. There is inherent uncertainty in the projected earnings. The carrying value of each reporting unit reflects an allocation of total shareholders’ equity and represents the estimated amount of total shareholders’ equity required to support the activities of the reporting unit under currently applicable regulatory capital requirements. During the third quarter of 2024, in connection with the planned sale of our seller financing loan portfolio, we performed a quantitative goodwill test and determined that the goodwill associated with Transaction banking and other was impaired, and accordingly, recorded a $14 million impairment. In the fourth quarter of 2024, we performed our annual assessment of goodwill for impairment, for each of our reporting units with goodwill, by performing a qualitative assessment. As a result of the annual assessment, we determined that it was more likely than not that the estimated fair value of each reporting unit with goodwill exceeded its respective carrying value. Therefore, we determined that goodwill for each reporting unit was not impaired and that a quantitative goodwill test was not required. See Note 12 to the consolidated financial statements for further information about our annual assessment of goodwill for impairment. If we experience a prolonged or severe period of weakness in the business environment, financial markets, the performance of one or more of our reporting units or our common stock price, or additional increases in capital requirements, our goodwill could be impaired in the future.
Identifiable Intangible Assets
Identifiable intangible assets are tested for impairment when events or changes in circumstances suggest that an asset’s or asset group’s carrying value may not be fully recoverable. Judgment is required to evaluate whether indications of potential impairment have occurred, and to test identifiable intangible assets for impairment, if required. An impairment is recognized if the estimated undiscounted cash flows relating to the asset or asset group is less than the corresponding carrying value. During 2024, in connection with the planned transition of the GM credit card program to another issuer, we classified the GM credit card program to held for sale and recognized a $72 million write-down of identifiable intangible assets. See Note 12 to the consolidated financial statements for further information about identifiable intangible assets.
Litigation and Regulatory Proceedings
Income Taxes
The composition of our net revenues has varied over time as financial markets and the scope of our operations have changed. The composition of net revenues can also vary over the shorter term due to fluctuations in U.S. and global economic and market conditions. See “Risk Factors” in Part I, Item 1A of this Form 10-K for further information about the impact of economic and market conditions on our results of operations. For a discussion of our 2023 financial results compared with 2022, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
•Return on shareholders’ equity is calculated by dividing net earnings by average monthly shareholders’ equity.
•Average equity to average assets is calculated by dividing average total shareholders’ equity by average total assets.
•Investment management consists of revenues (excluding net interest) from providing asset management and wealth advisory services across all major asset classes to a diverse set of clients.services. These activities are included in Asset & Wealth Management.
•Other principal transactions consists of revenues (excluding net interest) from our equity investing activities, including revenues related to our consolidated investmentsactivities (primarily included in Asset & Wealth Management), and debt investing and lending activities (primarily included acrossin ourGlobal threeBanking segments& Markets).
•See Note 25 to the consolidated financial statements for further information about total non-interest revenues and net interest income.
Operating Environment. During 2024,2025, the operating environment was generally characterized by ongoing geopolitical tensions and continued broad macroeconomic concerns, including concerns and uncertaintyuncertainties, including those about inflation, ongoing geopolitical tensions, central bank policypolicies and thechanges potentialin outcomeinternational oftrade nationalpolicies elections.(including Intariffs). Industry-wide investment banking,banking industry-widevolumes in completed mergers and acquisitions, equity underwriting volumesand debt underwriting each increased compared with 2023, driven by strong levels of debt offerings and improved levels of equity offerings, while industry-wide completed mergers and acquisitions volumes remained below historical averages.2024. In market making, activity levels were mixed, as activity levels in fixed income-related products decreasedincreased compared with the prior year,year. whileAdditionally, activity levels in equity-related products increased. Globalglobal equity prices were generally higher compared with the end of 2023, and concerns about the commercial real estate market persisted.2024. In the U.S., the rate of unemployment remained low and the pace of growth in consumer spending increased slightlydeclined compared with 2023.2024.
If uncertainty and concerns about geopolitical tensions and the economic outlook remain elevated or grow,increase, including those about inflation, central bank policy, inflationpolicies and thechanges commercialin realinternational estatetrade sector,policies, it may lead to a decline in asset prices, a decline in market-making activity levels, or a decline in industry-wide investment banking volumes,activity levels, and net revenues and provision for credit losses would likely be negatively impacted. See “Segment Assets and Operating Results — Segment Operating Results” for information about the operating environment and material trends and uncertainties that may impact our results of operations.
2024 versus 2023
2025 versus 2024. Net revenues in the consolidated statements of earnings were $53.51$58.28 billion for 2024,2025, 16%9% higher than 2023, primarily2024, reflecting significantly higher other principal transactions revenues, net interest income and investment banking revenuesrevenues, and higher investment management revenues, partially offset by significantly lower other principal transactions revenues.
Non-Interest Revenues. Investment banking revenues in the consolidated statements of earnings were $9.35 billion for 2025, 21% higher than 2024, due to significantly higher revenues in advisory, reflecting a significant increase in completed mergers and acquisitions volumes, and higher revenues in both debt underwriting and equity underwriting.
Investment management revenues in the consolidated statements of earnings were $11.75 billion for 2025, 11% higher than 2024, primarily due to higher management and other fees, primarily reflecting the impact of higher average assets under supervision.
Commissions and fees in the consolidated statements of earnings were $4.04 billion for 2025, essentially unchanged compared with 2024, primarily reflecting a reduction in revenues related to contract termination obligations in connection with the agreement to transition the Apple Card program to another issuer, offset by higher commissions and fees in Equities, reflecting generally higher market volumes and increased transaction fees.
Market making revenues in the consolidated statements of earnings were $17.99 billion for 2025, 2% lower than 2024, reflecting lower net revenues from intermediation activities, partially offset by slightly higher net revenues from financing activities. The decrease from intermediation activities primarily reflected significantly lower revenues in mortgages and currencies, partially offset by significantly higher revenues in equity products and commodities. The increase from financing activities reflected higher revenues in equities financing, partially offset by significantly lower revenues in FICC financing.
Other principal transactions revenues in the consolidated statements of earnings were $1.59 billion for 2025, 66% lower than 2024, primarily reflecting a reduction in revenues related to markdowns on the outstanding credit card portfolio related to the transfer of the Apple Card loan portfolio to held for sale and significantly lower net gains from investments in private equities and derivatives related to our funding activities.
Net Interest Income. Net interest income in the consolidated statements of earnings was $13.56 billion for 2025, 68% higher than 2024, reflecting a decrease in interest expense, partially offset by a decrease in interest income. The decrease in interest expense related to other interest-bearing liabilities, deposits and borrowings (each reflecting the impact of lower average interest rates), partially offset by an increase in interest expense related to trading liabilities (reflecting the impact of higher average balances). The decrease in interest income related to deposits with banks (reflecting the impact of lower average interest rates and lower average balances), other interest-earning assets (reflecting the impact of lower average interest rates), and collateralized agreements (reflecting the impact of lower average balances), partially offset by an increase in interest income related to trading assets and investments (each reflecting the impact of higher average balances). See “Supplemental Financial Information — Statistical Disclosures — Distribution of Assets, Liabilities and Shareholders’ Equity” for further information about our sources of net interest income.
2024 versus 2023. Net revenues in the consolidated statements of earnings were $53.51 billion for 2024, 16% higher than 2023, primarily reflecting significantly higher other principal transactions revenues, net interest income and investment banking revenues and higher investment management revenues.
Investment management revenues in the consolidated statements of earnings were $10.60 billion for 2024, 11% higher than 2023, primarily due to higher management and other fees, primarily reflecting the impact of higher average assets under supervision (AUS).supervision.
Commissions and fees in the consolidated statements of earnings were $4.09 billion for 2024, 8% higher than 2023, due to higher commissions and fees in Equities, reflecting generally higher market volumes and increased transaction fees, partially offset by a lossreduction in net revenues related to the planned transition of the General Motors (GM) credit card program to another issuer.
2025 versus 2024. Provision for credit losses in the consolidated statements of earnings was a net benefit of $1.11 billion for 2025, compared with net provisions of $1.35 billion for 2024. The net benefit for 2025 reflected a net release related to the Apple Card loan portfolio (including a reserve reduction of $2.48 billion related to the transfer of the Apple Card loans to held for sale, partially offset by net charge-offs during the year). Provisions for 2024 reflected net provisions related to the credit card portfolio (primarily driven by net charge-offs).
Our operating expenses are primarily influenced by compensation, headcount and levels of business activity. Compensation and benefits includes salaries, year-end discretionary compensation, amortization of equity awards and other itemsitems, such as benefits. Discretionary compensation is significantly impacted by, among other factors, the level of net revenues, net of provision for credit losses, overall financial performance, prevailing labor markets, business mix, the structure of our share-based awards and the external environment.
2025 versus 2024. Operating expenses in the consolidated statements of earnings were $37.54 billion for 2025, 11% higher than 2024. Our efficiency ratio was 64.4% for 2025, compared with 63.1% for 2024.
The increase in operating expenses, compared with 2024, primarily reflected higher compensation and benefits expenses (reflecting improved operating performance) and higher transaction based expenses. Net provisions for litigation and regulatory proceedings were $215 million for 2025, compared with $166 million for 2024. In 2025, based on additional information received from the FDIC about the updated estimated cost to the Deposit Insurance Fund resulting from the closures in 2023 of Silicon Valley Bank and Signature Bank, we recognized a reduction of $75 million related to the updated estimated cost of the FDIC special assessment fee, compared with $71 million of expense recognized in 2024.
As of December 2025, headcount increased by 2% compared with December 2024.
In 2025, we recognized severance expense of approximately $250 million, which was largely in connection with headcount reduction initiatives during the year.
During the fourth quarter of 2025, we announced a multi-year initiative, OneGS 3.0, to transform our operating model. We expect that the new operating model will drive expense efficiencies and create capacity for future growth.
Operating expenses, compared with 2023, reflected decreases driven by significantly lower expenses, including impairments ($1.46 billion recognized in 2023), related to commercial real estate in CIEs (largely in depreciation and amortization) and other significant expenses recognized in the prior year, including the write-down of identifiable intangible assets related to GreenSky of $506 million and an impairment of goodwill related to ConsumerPlatform platformsSolutions of $504 million (both in depreciation and amortization), and the FDIC special assessment fee of $529 million (in other expenses). These decreases were partially offset by higher compensation and benefits expenses (reflecting improved operating performance) and higher transaction based expenses. An incremental expense for the FDIC special assessment fee of $71 million was recognized in 2024, as the FDIC notified banks subject to the special assessment fee of the updated estimated cost to the Deposit Insurance Fund resulting from the closures in 2023 of Silicon Valley Bank and Signature Bank. Net provisions for litigation and regulatory proceedings were $166 million for 2024 compared with $115 million for 2023.
The effective tax rate for 2025 was 21.4%, down from the full year effective tax rate of 22.4% for 2024, primarily due to an increase in tax benefits on the settlement of employee share-based awards, partially offset by a decrease in the impact of other permanent tax benefits, for 2025 compared with the full year of 2024. The impact of tax benefits related to employee share-based awards was a reduction to provision for taxes for 2025 of approximately $620 million, which reduced our effective tax rate by 2.8 percentage points, and increased our diluted EPS by $1.95 and annualized ROE by 0.5 percentage points.
The effective income tax rate for 2024 was 22.4%, up from the full year income tax rate of 20.7% for 2023, primarily due to a decrease in the impact of permanent tax benefits for 2024 compared with 2023, partially offset by changes in the geographic mix of earnings.
The Organisation for Economic Co-operation and Development/G20 (OECD/G20) Global Anti-Base Erosion Model Rules (Pillar II Model Rules) aim to ensure that multinationals with revenues in excess of EUR 750 million pay a minimum effective corporate tax rate of 15% (minimum tax) in each jurisdiction in which they operate. The U.K. and other non-U.S. jurisdictions in which we operate have adoptedenacted certain portions of the OECDPillar directiveII Model Rules through domestic legislation (Pillar II legislation). effectiveIn January 2026, the OECD/G20 released administrative guidance that allows multinationals with a U.S. parent to elect the side-by-side safe harbor. The safe harbor deems certain Pillar II minimum taxes to be zero for tax years beginning on or after January 1, 2026. Certain jurisdictions automatically adopted the safe harbor; however, the majority of jurisdictions that enacted Pillar II legislation will need to adopt the safe harbor into their local laws through legislation or administrative procedures. Domestic minimum top-up taxes still apply under the Pillar II legislation in calendarcertain yearnon-U.S. 2024.jurisdictions in which we operate. The Pillar II legislation did not have a material impact on our effective tax rate for 2024. We expect additional guidance or legislation to be issued by the OECD and various jurisdictions during 2025 which could impact any minimum tax we owe in future periods, possibly materially, and our effective tax rate could increase in 2025 and thereafter.is Thisnot expected to have a material impact on our 2026 effective tax rate. Any domestic minimum tax,top-up iftaxes any,under the Pillar II legislation will be recognized in the period in which itthey isare incurred.
On August 26, 2024, the U.S. Tax Court issued a decision in Varian Medical Systems, Inc. v. Commissioner (Varian decision). The Varian decision reduced the U.S. tax on the deemed repatriation of unremitted foreign earnings of applicable non-U.S. subsidiaries in the transition year of the Tax Cuts and Jobs Act. To date, there have been no significant developments following the Varian decision. We arecontinue monitoringto monitor the Varian decision and evaluatingevaluate its impact, which could be a material income tax benefit, on the deemed repatriation tax we incurred for the 2018 tax year. No income tax benefit has been recognized in the provision for income taxes as a result of the Varian decision as of December 2024.2025.
In July 2025, H.R.1, referred to as the One Big Beautiful Bill Act (OBBBA), was signed into law. OBBBA permanently extends and modifies certain domestic and international provisions from 2017’s Tax Cuts and Jobs Act and phases out certain Inflation Reduction Act of 2022 incentives for investments in clean energy. Certain domestic provisions have retroactive effects beginning in 2025, while the international provisions are generally effective beginning in 2026. The OBBBA legislation did not have a material impact on our 2025 effective tax rate. Beginning in 2026, we expect the effective tax rate to decrease due to OBBBA changes that are expected to reduce the net U.S. tax on international earnings. We expect our 2026 annual effective tax rate to be approximately 20%.
We expect our 2025 annual effective tax rate to be approximately 21%.
Beginning with the fourth quarter of 2025, we made certain changes to our segments as we continued to narrow our strategic focus with respect to consumer-related activities within Platform Solutions. Prior periods are presented on a comparable basis. See “Business — Our Business Segments” in Part I, Item 1 of this Form 10-K for further information.
Net revenues in our segments include allocations of interest income and interest expense based on the funding generated by, or the funding and liquidity requirements of, the respective segments. See Note 25 to the consolidated financial statements for further information about our business segments.
•FICC financing. Includes (i) secured lending to our clients through structured creditmortgage and other asset-backed lending, including warehouse loans backed by mortgages (including residential and commercial mortgage loans), corporate loans and consumer loans (including auto loans and private student loans), (ii) financing through securities purchased under agreements to resell (resale agreements) and (iii) other FICC financing (including commodity financing to clients through structured transactions.transactions, facilitating institutional primary loans for syndication and providing structured letters of credit to corporate clients).
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Removed heading “Three Months Ended March 2026 versus March 2025”
Largest changes
“•Firmwide Artificial Intelligence Risk Committee. The Firmwide Artificial Intelligence Risk Committee is responsible for overseeing both the risks associated with the use of AI and firmwide risks impacted by AI developments internally and externally. This committee is co-chaired by our chief information officer and our chief risk officer, who are appointed as chairs by the chairs of the Firmwide Enterprise Risk Committee.”see in full comparison
“Six Months Ended June 2026 versus June 2025. Provision for credit losses in the consolidated statements of earnings was $417 million for the first half of 2026, compared with $671 million for the first half of 2025. Provisions for the first half of 2026 reflected impairments and growth related to wholesale loans. Provisions for the first half of 2025 reflected net provisions related to the credit card portfolio, which was transferred to held for sale in the fourth quarter of 2025, and impairments related to wholesale loans.”see in full comparison
“Provision for credit losses was $417 million for the first half of 2026, compared with $671 million for the first half of 2025. Provisions for the first half of 2026 reflected impairments and growth related to wholesale loans. Provisions for the first half of 2025 reflected net provisions related to the credit card portfolio, which was transferred to held for sale in the fourth quarter of 2025, and impairments related to wholesale loans.”see in full comparison
“Net Interest Income. Net interest income in the consolidated statements of earnings was $7.51 billion for the first half of 2026, 25% higher than the first half of 2025, reflecting an increase in interest income, partially offset by an increase in interest expense. …”see in full comparison
“The increase in operating expenses, compared with the first half of 2025, primarily reflected significantly higher compensation and benefits expenses (reflecting improved operating performance) and transaction based expenses. Net provisions for litigation and regulatory proceedings were $14 million for the first half of 2026, compared with $(10) million for the first half of 2025.”see in full comparison
Full comparison: every changed paragraph (195)
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025. References to “the 2025 Form 10-K” are to our Annual Report on Form 10-K for the year ended December 31, 2025. References to “this Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended MarchJune 31,30, 2026. All references to “the consolidated financial statements” or “Statistical Disclosures” are to Part I, Item 1 of this Form 10-Q. The consolidated financial statements are unaudited. All references to June 2026, March 2026 and MarchJune 2025 refer to our periods ended, or the dates, as the context requires, June 30, 2026, March 31, 2026 and MarchJune 31,30, 2025, respectively. All references to December 2025 refer to the date December 31, 2025. Any reference to a future year refers to a year ending on December 31 of that year. Certain reclassifications have been made to previously reported amounts to conform to the current presentation.
Three Months Ended June 2026 versus June 2025. We generated net earnings of $5.63$6.63 billion for the firstsecond quarter of 2026, compared with $4.74$3.72 billion for the firstsecond quarter of 2025. Diluted earnings per common share (EPS) was $17.55$20.98 for the firstsecond quarter of 2026, compared with $14.12$10.91 for the firstsecond quarter of 2025. Annualized return on average common shareholders'shareholders’ equity (ROE) was 19.8%23.5% for the firstsecond quarter of 2026, compared with 16.9%12.8% for the firstsecond quarter of 2025. Book value per common share was $361.19$367.67 as of MarchJune 2026, 1.0%1.8% higher compared with March 2026 and 2.8% higher compared with December 2025.
Net revenues were $17.23$20.34 billion for the firstsecond quarter of 2026, 14%39% higher than the firstsecond quarter of 2025, primarily reflecting significantly higher net revenues in Global Banking & Markets. The increase in net revenues in Global Banking & Markets primarily reflected significantly higher net revenues in Equities andEquities, Investment banking fees, partially offset by lower net revenues inand Fixed Income, Currency and Commodities (FICC). Net revenues in Asset & Wealth Management were significantly higher, primarilyreflecting reflectingsignificantly higher Management and other fees,fees and significantly higher net revenues in Investments, partially offset by lower net revenues in Private banking and lending. Net revenues in Platform Solutions were significantly lower, primarily reflecting net markdowns recognized in net revenues related to the Apple Card loan portfolio, which was transferred to held for sale in the fourth quarter of 2025.
Provision for credit losses was $315$102 million for the firstsecond quarter of 2026, compared with $287$384 million for the firstsecond quarter of 2025. Provisions for the firstsecond quarter of 2026 primarily reflected growth and impairments related to wholesale loans. Provisions for the firstsecond quarter of 2025 primarily reflected net provisions related to the credit card portfolio, which was transferred to held for sale in the fourth quarter of 2025.2025, and growth related to wholesale loans.
Operating expenses were $10.43$11.67 billion for the firstsecond quarter of 2026, 14%26% higher than the firstsecond quarter of 2025, primarily reflecting significantly higher transaction based expenses and higher compensation and benefits expenses (reflecting improved operating performance). and transaction based expenses. Our efficiency ratio (total operating expenses divided by total net revenues) was 60.5%57.4% for the firstsecond quarter of 2026, compared with 60.6%63.4% for the firstsecond quarter of 2025.
During the firstsecond quarter of 2026, we returned a total of $6.38$5.36 billion of capital to common shareholders, including $5.00$4.00 billion of common share repurchases and $1.38$1.36 billion of common stock dividends. As of MarchJune 2026, our Common Equity Tier 1 (CET1) capital ratio was 12.5%12.9% under the Standardized Capital Rules and 13.3%13.6% under the Advanced Capital Rules. See Note 20 to the consolidated financial statements for further information about our capital ratios.
Six Months Ended June 2026 versus June 2025. We generated net earnings of $12.26 billion for the first half of 2026, compared with $8.46 billion for the first half of 2025. Diluted EPS was $38.51 for the first half of 2026, compared with $25.07 for the first half of 2025. Annualized ROE was 21.7% for the first half of 2026, compared with 14.8% for the first half of 2025.
Net revenues were $37.57 billion for the first half of 2026, 27% higher than the first half of 2025, primarily reflecting significantly higher net revenues in Global Banking & Markets. The increase in net revenues in Global Banking & Markets primarily reflected significantly higher net revenues in Equities and Investment banking fees and higher net revenues in FICC. Net revenues in Asset & Wealth Management were higher, primarily reflecting higher Management and other fees and significantly higher net revenues in Investments, partially offset by lower net revenues in Private banking and lending. Net revenues in Platform Solutions were significantly lower, primarily reflecting net markdowns related to the Apple Card loan portfolio, which was transferred to held for sale in the fourth quarter of 2025.
Provision for credit losses was $417 million for the first half of 2026, compared with $671 million for the first half of 2025. Provisions for the first half of 2026 reflected impairments and growth related to wholesale loans. Provisions for the first half of 2025 reflected net provisions related to the credit card portfolio, which was transferred to held for sale in the fourth quarter of 2025, and impairments related to wholesale loans.
Operating expenses were $22.10 billion for the first half of 2026, 20% higher than the first half of 2025, primarily reflecting significantly higher compensation and benefits expenses (reflecting improved operating performance) and transaction based expenses. Our efficiency ratio was 58.8% for the first half of 2026, compared with 62.0% for the first half of 2025.
During the first half of 2026, we returned a total of $11.74 billion of capital to common shareholders, including $9.00 billion of common stock repurchases and $2.74 billion of common stock dividends.
During the firstsecond quarter of 2026, globalthe economicoperating activityenvironment was generally impactedcharacterized by resilient economic activity, particularly in the U.S., geopolitical concerns, the outlook for inflation, a focus on investments inrelated to artificial intelligence (AI) and uncertainty in the outlook for inflation and international trade policies (including tariffs). In the latter part of the quarter, theThe conflict in the Middle East generatedpersisted heightenedover uncertainty,the quicklycourse resultingof the quarter, contributing to periods of market volatility. However, shifts in marketinvestor volatility,sentiment increasedled energyto prices,generally lowerhigher global equity markets andfollowing elevateda decline in the prior quarter. Although the Federal Reserve held rates steady during the quarter, concerns about the outlook for economic growth.outlook, Theseincluding factorsinflationary alsopressures, weighedcontinued to weigh on the actions taken by central banks globally towardswith respect to policy interest rates, including the Federal Reserve holding rates steady during the quarter.rates.
Instruments classified in level 3 of the fair value hierarchy are those which require one or more significant inputs that are not observable. Level 3 financial assets represented 1.0% as of both June 2026 and March 20262026, and 1.1% as of December 2025 of our total assets. See Notes 4 and 5 to the consolidated financial statements for further information about level 3 financial assets, including changes in level 3 financial assets and related fair value measurements. Absent evidence to the contrary, instruments classified in level 3 of the fair value hierarchy are initially valued at transaction price, which is considered to be the best initial estimate of fair value. Subsequent to the transaction date, we use other methodologies to determine fair value, which vary based on the type of instrument. Estimating the fair value of level 3 financial instruments requires judgments to be made. These judgments include:
Price Verification. All financial instruments at fair value classified in levels 1, 2 and 3 of the fair value hierarchy are subject to our independent price verification process. The objective of price verification is to have an informed and independent opinion with regard to the valuation of financial instruments under review. Instruments that have one or more significant inputs whichthat cannot be corroborated by external market data are classified in level 3 of the fair value hierarchy. Price verification strategies utilized by our independent price verification function within Controllers include:
To estimate the potential impact of an adverse macroeconomic environment on our allowance for credit losses, we, among other things, compared the expected credit losses under the weighted average forecast used in the calculation of allowance for credit losses as of MarchJune 2026 (which was weighted towards the baseline and adverse economic scenarios) to the expected credit losses under a 100% weighted adverse economic scenario. The adverse economic scenario of the forecast model reflects a global recession in the firstthird halfquarter of 2026 through the firstsecond halfquarter of 2027, resulting in an economic contraction and rising unemployment rates. A 100% weighting to the adverse economic scenario would have resulted in an approximate $0.6 billion increase in our allowance for credit losses as of MarchJune 2026. This hypothetical increase does not take into consideration any potential adjustments to qualitative reserves. The forecasts of macroeconomic conditions are inherently uncertain and do not take into account any other offsetting or correlated effects. The actual credit loss in an adverse macroeconomic environment may differ significantly from this estimate. See Note 9 to the consolidated financial statements for further information about the allowance for credit losses.
•ROE, ROTE, net earnings to average total assets and return on average shareholders’ equity are annualized amounts.
Operating Environment. During the firstsecond quarter of 2026, the operating environment was generally characterized by elevatedresilient economic activity, persistent geopolitical tensions,tensions (including the conflict in the Middle East,East), and continued broad macroeconomic concerns and uncertainties, including those about inflation, central bank policies and changes in international trade policies (including tariffs). Industry-wide investment banking volumes in completed mergers and acquisitions and debt underwriting increasedremained compared with the fourth quarter of 2025,strong, while equity underwriting volumes wereincreased essentiallysignificantly, unchanged.compared with the first quarter of 2026. In market making, activity levels increasedremained robust compared with the prior quarter. Additionally, global equity prices were generally decreasedhigher compared with the end of 2025.the first quarter of 2026. In the U.S., the rate of unemployment remained low and the pace of growth sequentially in consumer spending declinedincreased compared with the fourthfirst quarter of 2025.2026.
If uncertainty and concerns about geopolitical tensions, the conflict in the Middle East and the economic outlook remain elevated or increase, including those about inflation, central bank policies and changes in international trade policies,policies (including tariffs), it may lead to a decline in asset prices, a decline in market-making activity levels, or a decline in investment banking activity levels, and net revenues and provision for credit losses would likely be negatively impacted. See “Segment Assets and Operating Results — Segment Operating Results” for information about the operating environment and material trends and uncertainties that may impact our results of operations.
Three Months Ended March 2026 versus March 2025
Net revenues in the consolidated statements of earnings were $17.23 billion for the first quarter of 2026, 14% higher than the first quarter of 2025, reflecting significantly higher investment banking revenues, net interest income and other principal transactions revenues, and higher investment management revenues, partially offset by lower market making revenues.
Non-Interest Revenues. Investment banking revenues in the consolidated statements of earnings were $2.84 billion for the first quarter of 2026, 48% higher than the first quarter of 2025, primarily due to significantly higher revenues in both advisory, reflecting a significant increase in completed mergers and acquisitions volumes, and in equity underwriting, primarily reflecting significantly higher net revenues from convertible offerings.
Investment management revenues in the consolidated statements of earnings were $3.18 billion for the first quarter of 2026, 15% higher than the first quarter of 2025, primarily due to higher management and other fees, primarily reflecting the impact of higher average assets under supervision (AUS).
Commissions and fees in the consolidated statements of earnings were $1.33 billion for the first quarter of 2026, 8% higher than the first quarter of 2025, reflecting higher commissions and fees in Equities, due to generally higher market volumes.
Market making revenues in the consolidated statements of earnings were $5.46 billion for the first quarter of 2026, 5% lower than the first quarter of 2025, reflecting significantly lower net revenues from intermediation activities, partially offset by significantly higher net revenues from financing activities. The decrease from intermediation activities primarily reflected significantly lower revenues in interest rate products and mortgages, partially offset by significantly higher revenues in commodities and currencies. The increase from financing activities reflected significantly higher revenues in equities financing.
OtherThree principalMonths transactionsEnded June 2026 versus June 2025. Net revenues in the consolidated statements of earnings were $862$20.34 millionbillion for the firstsecond quarter of 2026, 59%39% higher than the firstsecond quarter of 2025, primarily reflecting significantly higher market making revenues, investment banking revenues and net gainsinterest from direct investments related to our Global Banking & Markets activities.income.
Non-Interest Revenues. Investment banking revenues in the consolidated statements of earnings were $3.40 billion for the second quarter of 2026, 55% higher than the second quarter of 2025, primarily due to significantly higher revenues in equity underwriting, primarily reflecting significantly higher revenues from secondary and initial public offerings, and in debt underwriting, primarily reflecting significantly higher revenues from leveraged finance and asset-backed activity. Revenues in advisory were higher, reflecting an increase in industry-wide completed mergers and acquisitions volumes.
Investment management revenues in the consolidated statements of earnings were $3.38 billion for the second quarter of 2026, 19% higher than the second quarter of 2025, due to higher management and other fees, primarily reflecting the impact of higher average assets under supervision (AUS).
Commissions and fees in the consolidated statements of earnings were $1.53 billion for the second quarter of 2026, 27% higher than the second quarter of 2025, reflecting significantly higher commissions and fees in Equities, due to generally higher market volumes.
Market making revenues in the consolidated statements of earnings were $7.64 billion for the second quarter of 2026, 61% higher than the second quarter of 2025, reflecting significantly higher revenues from both intermediation and financing activities. The increase from intermediation activities reflected significantly higher revenues in equity products, commodities and interest rate products, partially offset by significantly lower revenues in currencies and mortgages. The increase from financing activities reflected significantly higher revenues in equities financing.
Other principal transactions revenues in the consolidated statements of earnings were $444 million for the second quarter of 2026, 14% lower than the second quarter of 2025, primarily reflecting net markdowns related to the Apple Card loan portfolio, which was transferred to held for sale in the fourth quarter of 2025, and lower net revenues in relationship lending, partially offset by significantly higher net gains from investments in private equities.
Net Interest Income. Net interest income in the consolidated statements of earnings was $3.56$3.95 billion for the firstsecond quarter of 2026, 23%27% higher than the firstsecond quarter of 2025, reflecting an increase in interest income, partially offset by an increase in interest expense. The increase in interest income primarily related to other interest-earning assets and trading assetsinvestments (eachboth reflecting the impact of higher average balances), and trading assets (reflecting the impact of higher average balances, partially offset by lower average interest rates), partially offset by a decrease in interest income related to loans (reflecting the impact of lower average interest ratesrates, partially offset by higher average balances). The increase in interest expense primarily related to deposits and other interest-bearing liabilities (both reflecting the impact of higher average balances, partially offset by lower average interest rates) and collateralized financings (reflecting the impact of higher average gross balances) and trading liabilities (reflecting the impact of higher average balances), partially offset by a decrease in interest expense related to other interest-bearing liabilities (reflecting the impact of lower average interest rates, partially offset by higher average balances). See “Statistical Disclosures — Distribution of Assets, Liabilities and Shareholders’ Equity” for further information about our sources of net interest income.
Six Months Ended June 2026 versus June 2025. Net revenues in the consolidated statements of earnings were $37.57 billion for the first half of 2026, 27% higher than the first half of 2025, primarily reflecting significantly higher market making revenues, investment banking revenues and net interest income.
Non-Interest Revenues. Investment banking revenues in the consolidated statements of earnings were $6.24 billion for the first half of 2026, 52% higher than the first half of 2025, due to significantly higher revenues in advisory, reflecting an increase in industry-wide completed mergers and acquisitions volumes, in equity underwriting, primarily reflecting significantly higher revenues from convertible, secondary and initial public offerings, and in debt underwriting, primarily reflecting significantly higher revenues from asset-backed and investment-grade activity.
Investment management revenues in the consolidated statements of earnings were $6.56 billion for the first half of 2026, 17% higher than the first half of 2025, primarily due to higher management and other fees, primarily reflecting the impact of higher average AUS.
Commissions and fees in the consolidated statements of earnings were $2.85 billion for the first half of 2026, 17% higher than the first half of 2025, reflecting significantly higher commissions and fees in Equities, due to generally higher market volumes.
Market making revenues in the consolidated statements of earnings were $13.10 billion for the first half of 2026, 25% higher than the first half of 2025, reflecting significantly higher revenues from financing activities and higher revenues from intermediation activities. The increase from financing activities reflected significantly higher revenues in equity financing. The increase from intermediation activities reflected significantly higher revenues in equity products and commodities, partially offset by significantly lower revenues in interest rate products and mortgages.
Other principal transactions revenues in the consolidated statements of earnings were $1.31 billion for the first half of 2026, 24% higher than the first half of 2025, primarily reflecting significantly higher net gains from direct investments related to our Global Banking & Markets activities and significantly lower net losses from investments in public equities, partially offset by net markdowns related to the Apple Card loan portfolio, which was transferred to held for sale in the fourth quarter of 2025.
Net Interest Income. Net interest income in the consolidated statements of earnings was $7.51 billion for the first half of 2026, 25% higher than the first half of 2025, reflecting an increase in interest income, partially offset by an increase in interest expense. The increase in interest income related to other interest-earning assets and investments (both reflecting the impact of higher average balances) and trading assets (reflecting the impact of higher average balances, partially offset by lower average interest rates), partially offset by a decrease in interest income related to loans (reflecting the impact of lower average interest rates, partially offset by higher average balances). The increase in interest expense primarily related to collateralized financings (reflecting the impact of higher average balances and higher average interest rates), and deposits and trading liabilities (both reflecting the impact of higher average balances, partially offset by lower average interest rates). See “Statistical Disclosures — Distribution of Assets, Liabilities and Shareholders’ Equity” for further information about our sources of net interest income.
Three Months Ended MarchJune 2026 versus MarchJune 2025. Provision for credit losses in the consolidated statements of earnings was $315$102 million for the firstsecond quarter of 2026, compared with $287$384 million for the firstsecond quarter of 2025. Provisions for the firstsecond quarter of 2026 primarily reflected growth and impairments related to wholesale loans. Provisions for the firstsecond quarter of 2025 primarily reflected net provisions related to the credit card portfolio, which was transferred to held for sale in the fourth quarter of 2025.2025, and growth related to wholesale loans.
Six Months Ended June 2026 versus June 2025. Provision for credit losses in the consolidated statements of earnings was $417 million for the first half of 2026, compared with $671 million for the first half of 2025. Provisions for the first half of 2026 reflected impairments and growth related to wholesale loans. Provisions for the first half of 2025 reflected net provisions related to the credit card portfolio, which was transferred to held for sale in the fourth quarter of 2025, and impairments related to wholesale loans.
Three Months Ended MarchJune 2026 versus MarchJune 2025. Operating expenses in the consolidated statements of earnings were $10.43$11.67 billion for the firstsecond quarter of 2026, 14%26% higher than the firstsecond quarter of 2025. Our efficiency ratio was 60.5%57.4% for the firstsecond quarter of 2026, compared with 60.6%63.4% for the firstsecond quarter of 2025.
The increase in operating expenses, compared with the firstsecond quarter of 2025, primarily reflected significantly higher transaction based expenses and higher compensation and benefits expenses (reflecting improved operating performance). and transaction based expenses. Net provisions for litigation and regulatory proceedings were $42$(28) million for firstsecond quarter of 2026, compared with $(11)$1 million for the firstsecond quarter of 2025.
As of MarchJune 2026, headcount was essentially unchanged compared with both DecemberJune 2025 and decreased 2% compared with March 2025.2026.
Six Months Ended June 2026 versus June 2025. Operating expenses in the consolidated statements of earnings were $22.10 billion for the first half of 2026, 20% higher than the first half of 2025. Our efficiency ratio was 58.8% for the first half of 2026, compared with 62.0% for the first half of 2025. The ratio of compensation and benefits to net revenues, net of provision for credit losses, was 31.0% for the first half of 2026, compared with 32.0% for the first quarter of 2026 and 33.0% for the first half of 2025.
The increase in operating expenses, compared with the first half of 2025, primarily reflected significantly higher compensation and benefits expenses (reflecting improved operating performance) and transaction based expenses. Net provisions for litigation and regulatory proceedings were $14 million for the first half of 2026, compared with $(10) million for the first half of 2025.
As of June 2026, headcount decreased by 3% compared with December 2025.
The effective tax rate for the first quarterhalf of 2026 was 13.2%,18.5%, down from the full year effective tax rate of 21.4% for 2025, primarily due to an increase in tax benefits on the settlement of employee share-based awards, partially offset by a decrease in other permanent tax benefits, for the first quarterhalf of 2026 compared with the full year of 2025. The increase compared with 13.2% for the first quarter of 2026 was primarily due to a decrease in the impact of tax benefits on the settlement of employee share-based awards, partially offset by an increase in other permanent tax benefits, for the first half of 2026 compared with the first quarter of 2026. The impact of tax benefits related to employee share-based awards was a reduction to provision for taxes for the first quarterhalf of 2026 of approximately $895$965 million, which reduced our effective tax rate by 13.86.5 percentage points, and increased our diluted EPS by $2.91approximately $3.15 and annualized ROE by 3.11.7 percentage points.
In May 2026, the New York State fiscal year 2027 budget was enacted. The legislation extends the temporary increase in the New York State corporate tax rate from 6.5% to 7.25% through calendar year 2029. The legislation is not expected to have a material impact on our 2026 annual effective tax rate.
The Organisation for Economic Co-operation and Development/G20 (OECD/G20) Global Anti-Base Erosion Model Rules (Pillar II Model Rules) aim to ensure that multinationals with revenues in excess of EUR 750 million pay a minimum effective corporate tax rate of 15% (minimum tax) in each jurisdiction in which they operate. The U.K. and other non-U.S. jurisdictions in which we operate have enacted certain portions of the Pillar II Model Rules through domestic legislation (Pillar II legislation). In January 2026, the OECD/G20 released administrative guidance that allows multinationals with a U.S. parent to elect the side-by-side safe harbor. The safe harbor, once enacted by each jurisdiction, is expected to deem certain Pillar II minimum taxes to be zero for tax years beginning on or after January 1, 2026. As of MarchJune 2026, certain jurisdictions have adopted the safe harbor; however, the majority of jurisdictions in which we operate that enacted Pillar II legislation will need to adopt the safe harbor into their local laws through legislation or administrative procedures. We expect the safe harbor to be enacted in various jurisdictions during 2026 and 2027. Domestic minimum top-up taxes still apply under the Pillar II legislation in certain non-U.S. jurisdictions in which we operate. The Pillar II legislation did not have a material impact on the effective tax rate for the first quarterhalf of 2026 and, depending on the amount of our earnings and the geographic mix of our earnings, is not expected to have a material impact on our 2026 annual effective tax rate. Any domestic minimum top-up taxes under the Pillar II legislation will be recognized in the period in which they are incurred.
•The increase in net interest income across FICC and Equities for the firstsecond quarter of 2026 compared with the firstsecond quarter of 2025 reflected an increase in interest-earning assets and a decrease in funding costs. Due to the nature of activities within FICC and Equities and the composition of their associated balance sheet, we assess the performance of these businesses based on total net revenues, as offsets can occur across revenue line items. For example, cash instruments that generate interest income are, in some cases, hedged or funded by derivatives for which changes in fair value are reflected in market making revenues. Also, certain activities produce market making revenues but incur interest expense related to the funding of the related inventory.
Operating Environment. During the firstsecond quarter of 2026, Global Banking & Markets operated in an environment generally characterized by elevatedresilient economic activity, persistent geopolitical tensions and continued broad macroeconomic concerns and uncertainties, including those about inflation, central bank policies and changes in international trade policies (including tariffs).
In investment banking, industry-wide completed mergers and acquisitions volumes and industry-wide debt underwriting volumes bothremained increased compared with the fourth quarter of 2025,strong, while industry-wide equity underwriting volumes wereincreased essentiallysignificantly, unchanged.compared with the first quarter of 2026.
In interest rates, the yield on 10-year U.S. andgovernment bonds increased while the yield on 10-year U.K. government bonds increaseddecreased during the quarter. In equities, the S&P 500 Index decreasedincreased by 5%15% and the MSCI World Index decreasedincreased by 4%14% compared with the end of 2025. Additionally, the pricefirst quarter of crude oil per barrel (Brent) increased by 94% compared with the end of 2025.2026.
In the future, if market and economic conditions deteriorate further, anddeteriorate, market-making activity levels decline or investment banking activity levels decline, or credit spreads related to hedges on our relationship lending portfolio tighten, net revenues in Global Banking & Markets would likely be negatively impacted. In addition, if economic conditions deteriorate or if the creditworthiness of borrowers deteriorates, provision for credit losses would likely be negatively impacted.
Three Months Ended MarchJune 2026 versus MarchJune 2025. Net revenues in Global Banking & Markets were $12.74$15.52 billion for the firstsecond quarter of 2026, 19%53% higher than the firstsecond quarter of 2025.
Investment banking fees were $2.84$3.40 billion, 48%55% higher than the firstsecond quarter of 2025, primarily due to significantly higher net revenues in Advisory, reflecting a significant increase in completed mergers and acquisitions volumes. Net revenues in Equity underwriting were also significantly higher,underwriting, primarily reflecting significantly higher net revenues from convertiblesecondary offerings.and Netinitial revenuespublic offerings, and in Debt underwritingunderwriting, were higher,primarily reflecting higher net revenues from investment-grade and asset-backed activity, partially offset by significantly lowerhigher net revenues from leveraged finance and asset-backed activity. Net revenues in Advisory were higher, reflecting an increase in industry-wide completed mergers and acquisitions volumes.
As of MarchJune 2026, our Investment banking fees backlog decreased slightlyincreased compared with theMarch end of 2025,2026, reflecting lowerhigher estimated net revenues from potential advisory transactions, partially offset by highersignificantly lower estimated net revenues from potential debt underwriting transactions.transactions (primarily from leveraged finance activity).
Net revenues in FICC were $4.01$4.59 billion, 10%32% lowerhigher than the firstsecond quarter of 2025, primarily reflecting lowersignificantly higher net revenues in FICC intermediation, due to significantly lowerhigher 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, partially offset by significantly higher net revenues in commodities and currencies.products. Net revenues in FICC financing were slightlyhigher, higher.including higher net revenues in mortgages and structured lending.
TheCompared decreasewith inthe second quarter of 2025, FICC intermediation net revenues reflected the impact of less favorableimproved market-making conditions on our inventory, partially offset by higher client activity.inventory. The following provides information about our FICC intermediation net revenues by business, compared with results for the firstsecond quarter of 2025:
•Net revenues in interest rate products, mortgagesproducts and credit productscurrencies reflected the impact of less favorableimproved market-making conditions on our inventory.
GS insider buying and selling (Form 4)
Form 4 filings since 2026-04-11: 0 open-market purchases and 30 open-market sales (about $36.7M), across 17 filings with stock transactions. Awards, option exercises, tax withholding and gifts are listed but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-28 | Leslie Ericka T |
Open-market sale | 600 | $1033.80 | $620.3K |
| 2026-08-04 | Leslie Ericka T |
Open-market sale | 9 | $1054.77 | $9.5K |
| 2026-08-04 | Leslie Ericka T |
Open-market sale | 37 | $1053.05 | $39.0K |
| 2026-08-04 | Leslie Ericka T |
Open-market sale | 129 | $1054.18 | $136.0K |
| 2026-07-15 | Viniar David A |
Gift | 2,000 | — | — |
| 2026-07-15 | Leslie Ericka T |
Open-market sale | 101 | $1151.29 | $116.3K |
| 2026-07-15 | Leslie Ericka T |
Open-market sale | 149 | $1152.15 | $171.7K |
| 2026-05-14 | Coleman Denis P. |
Open-market sale | 1,428 | $975.21 | $1.4M |
| 2026-05-14 | Coleman Denis P. |
Open-market sale | 1,360 | $974.53 | $1.3M |
| 2026-05-14 | Coleman Denis P. |
Open-market sale | 1,560 | $973.19 | $1.5M |
| 2026-05-14 | Coleman Denis P. |
Open-market sale | 2,509 | $972.29 | $2.4M |
| 2026-05-06 | Ruemmler Kathryn H. |
Open-market sale | 814 | $938.42 | $763.9K |
| 2026-05-06 | Ruemmler Kathryn H. |
Open-market sale | 2,671 | $939.33 | $2.5M |
| 2026-05-06 | Ruemmler Kathryn H. |
Open-market sale | 8,250 | $940.23 | $7.8M |
| 2026-05-06 | Ruemmler Kathryn H. |
Open-market sale | 120 | $941.25 | $113.0K |
| 2026-05-06 | Ruemmler Kathryn H. |
Open-market sale | 203 | $936.70 | $190.2K |
| 2026-05-06 | Ruemmler Kathryn H. |
Open-market sale | 837 | $936.24 | $783.6K |
| 2026-05-06 | Ruemmler Kathryn H. |
Open-market sale | 481 | $934.76 | $449.6K |
| 2026-05-06 | Ruemmler Kathryn H. |
Open-market sale | 437 | $933.08 | $407.8K |
| 2026-05-06 | Ruemmler Kathryn H. |
Open-market sale | 479 | $934.04 | $447.4K |
| 2026-05-01 | Solomon David M |
Open-market sale | 2,310 | $930.43 | $2.1M |
| 2026-05-01 | Solomon David M |
Open-market sale | 1,160 | $931.25 | $1.1M |
| 2026-05-01 | Fredman Sheara J |
Open-market sale | 8,166 | $930.21 | $7.6M |
| 2026-05-01 | Fredman Sheara J |
Open-market sale | 2,135 | $925.18 | $2.0M |
| 2026-05-01 | Ruemmler Kathryn H. |
Open-market sale | 135 | $928.85 | $125.4K |
| 2026-05-01 | Ruemmler Kathryn H. |
Open-market sale | 468 | $929.71 | $435.1K |
| 2026-05-01 | Ruemmler Kathryn H. |
Open-market sale | 80 | $930.35 | $74.4K |
| 2026-04-28 | Solomon David M |
Option exercise | 34,017 | — | — |
| 2026-04-28 | Solomon David M |
Shares withheld for tax | 18,812 | $937.81 | $17.6M |
| 2026-04-28 | Waldron John E. |
Option exercise | 27,446 | — | — |
| 2026-04-28 | Waldron John E. |
Shares withheld for tax | 15,178 | $937.81 | $14.2M |
| 2026-04-28 | Coleman Denis P. |
Option exercise | 19,206 | — | — |
| 2026-04-28 | Coleman Denis P. |
Shares withheld for tax | 10,621 | $937.81 | $10.0M |
| 2026-04-28 | Rogers John F.w. |
Option exercise | 21,915 | — | — |
| 2026-04-28 | Rogers John F.w. |
Shares withheld for tax | 11,105 | $937.81 | $10.4M |
| 2026-04-28 | Fredman Sheara J |
Shares withheld for tax | 7,843 | $937.81 | $7.4M |
| 2026-04-28 | Fredman Sheara J |
Option exercise | 14,181 | — | — |
| 2026-04-28 | Ruemmler Kathryn H. |
Option exercise | 27,071 | — | — |
| 2026-04-28 | Ruemmler Kathryn H. |
Shares withheld for tax | 14,972 | $937.81 | $14.0M |
| 2026-04-23 | Golten Alex S |
Open-market sale | 581 | $935.70 | $543.6K |
| 2026-04-23 | Golten Alex S |
Open-market sale | 535 | $936.71 | $501.1K |
| 2026-04-17 | Golten Alex S |
Open-market sale | 706 | $919.61 | $649.2K |
| 2026-04-17 | Golten Alex S |
Open-market sale | 409 | $918.46 | $375.7K |
Well-known investors holding GS (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 753,545 | $762.1M | 0.57% | Added 106% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 486,684 | $492.2M | 0.17% | Added 6% |
| Markel Group (Tom Gayner) | 2026-06-30 | 359,360 | $363.4M | 2.77% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 299,500 | $302.9M | 0.19% | Added 8056% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 238,684 | $241.4M | 0.14% | Added 182% |
| Dodge & Cox | 2026-06-30 | 134,131 | $135.7M | 0.07% | Reduced 90% |
| Millennium Management (Israel Englander) | 2026-06-30 | 105,795 | $107.0M | 0.07% | Added 80% |
| Harris Associates (Oakmark Funds) | 2026-06-30 | 27,218 | $27.5M | 0.04% | Reduced 5% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 16,642 | $16.8M | 0.04% | Reduced 26% |
| Renaissance Technologies | 2026-06-30 | 10,079 | $8.5M | — | Sold out |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 6,936 | $7.0M | 0.01% | Added 83% |
| Yacktman Asset Management | 2026-06-30 | 5,200 | $5.3M | 0.07% | Added 2% |
| Bridgewater Associates | 2026-06-30 | 4,154 | $3.5M | — | Sold out |
| PRIMECAP Management | 2026-06-30 | 1,130 | $1.1M | 0.0% | Reduced 99% |