Item 4. Controls and Procedures

As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the quarter ended March 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in a number of judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of our businesses. Many of these proceedings are in early stages, and many of these cases seek an indeterminate amount of damages. We have estimated the upper end of the range of reasonably possible aggregate loss for matters where we have been able to estimate a range and we believe, based on currently available information, that the results of matters where we have not been able to estimate a range of reasonably possible loss, in the aggregate, will not have a material adverse effect on our financial condition, but may be material to our operating results in a given period. Given the range of litigation and investigations presently under way, our litigation expenses may remain high. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of Estimates” in Part I, Item 2 of this Form 10-Q. See Notes 18 and 27 to the consolidated financial statements in Part I, Item 1 of this Form 10-Q for information about our reasonably possible aggregate loss estimate and judicial, regulatory and legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 2, 2026, GSAM Ignite Holdings LP issued approximately 400,000 exchangeable units with a fair value of approximately $315 million in connection with the acquisition of Industry Ventures. These exchangeable units were issued to entities affiliated with certain former partners of Industry Ventures (Industry Ventures Partners) as partial consideration for their equity in Industry Ventures.

In connection with the acquisition, GSAM Ignite Holdings LP also agreed to issue up to approximately 250,000 exchangeable units (a portion of which will be cash-settled) to the Industry Ventures Partners, subject to Industry Ventures’ satisfaction of future performance targets through 2030.

As long as any limited partner of GSAM Ignite Holdings LP holds one or more exchangeable units, each exchangeable unit is exchangeable by the holder thereof for one share of Group Inc.’s common stock, subject to customary adjustments for stock split, stock distribution or dividend, reclassification, reorganization, recapitalization and other reorganizations and subject to the terms and conditions set forth in the exchange agreement.

This issuance was not registered under the Securities Act of 1933, as amended (the Securities Act), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act for private sales by an issuer not involving a public offering.

The table below presents purchases made by or on behalf of Group Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three months ended March 2026.

In the table above, total shares purchased included 553 shares during January 2026, 1,399 shares during February 2026 and 121 shares during March 2026 remitted to satisfy statutory withholding taxes related to share-based awards.

In 2025, our Board approved a share repurchase program authorizing repurchases of up to $40 billion of our common stock. This program replaced our previous share repurchase program and has no set expiration or termination date. The share repurchases are effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 and accelerated share repurchases), the amounts and timing of which are determined primarily by our current and projected capital position, and capital deployment opportunities, but which may also be influenced by the evolution of current and future regulatory capital requirements, general market conditions and the prevailing price and trading volumes of our common stock.