Prospectus Supplement to the Prospectus dated February 13, 2023.
The Goldman Sachs Group, Inc.
1,500,000 Depositary Shares
Each Representing 1/25th Interest in a Share of
7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series W
Each of the 1,500,000 depositary shares offered hereby represents a 1/25th ownership interest in a share of perpetual
7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series W (“Series W Preferred Stock”), $25,000 liquidation
preference per share, of The Goldman Sachs Group, Inc., deposited with HSBC Bank USA, National Association, as depositary.
The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional
rights and preferences of the Series W Preferred Stock (including dividend, voting, redemption and liquidation rights). You must
exercise such rights through the depositary.
Holders of Series W Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our
board of directors or a duly authorized committee of the board, out of funds legally available for the payment of dividends. Any
such dividends will be payable on a non-cumulative basis semi-annually in arrears on the 10th day of February and August of each
year, commencing on February 10, 2024. Dividends will accrue (i) from the date of original issue to, but excluding, February 10,
2029 at a fixed rate per annum of 7.50%, and (ii) from, and including, February 10, 2029, during each reset period at a rate per
annum equal to the five-year treasury rate as of the most recent reset dividend determination date (as described elsewhere in this
prospectus supplement) plus 3.156%. Payment of dividends on the Series W Preferred Stock is subject to certain legal, regulatory
and other restrictions as described elsewhere in this prospectus supplement.
In the event dividends are not declared on Series W Preferred Stock for payment on any dividend payment date, then
those dividends will not be cumulative and will cease to accrue and be payable. If we have not declared a dividend before the
dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period,
whether or not dividends on the Series W Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the shares of Series W Preferred Stock (i) in whole or in part, on any dividend payment
date on or after February 10, 2029 or (ii) in whole but not in part at any time within 90 days of certain changes to regulatory
capital requirements as described under “Description of Series W Preferred Stock—Redemption” on page S-21, in each case, at
a redemption price of $25,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends to,
but excluding, the date of redemption, without accumulation of undeclared dividends. If we redeem the Series W Preferred Stock,
the depositary will redeem a proportionate number of depositary shares. The Series W Preferred Stock will not have voting
rights, except as set forth under “Description of Series W Preferred Stock—Voting Rights” on page S-22.
The Series W Preferred Stock and the depositary shares are not bank deposits and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Neither the Series W Preferred Stock nor the depositary shares will be listed or displayed on any securities exchange
or interdealer quotation system.
See “Risk Factors” beginning on page S-10 of this prospectus supplement to read about factors you should consider
before buying the depositary shares.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved
of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the
contrary is a criminal offense.
Per Depositary
Share Total
Initial public offering price(1) .............................................. $1,000.00 $1,500,000,000.00
Underwriting discount(2) .................................................. $ 10.00 $ 15,000,000.00
Proceeds, before expenses, to The Goldman Sachs Group, Inc. ................. $ 990.00 $1,485,000,000.00
(1) The initial public offering price set forth above does not include accrued dividends, if any, that may be declared. Dividends, if
declared, will accrue from the date of original issuance, expected to be August 18, 2023.
(2) An underwriting discount of $10.00 per depositary share (or up to $15,000,000.00 for all depositary shares) will be deducted
from the proceeds paid to us by the underwriters.
The underwriters expect to deliver the depositary shares in book-entry form only, through the facilities of The
Depository Trust Company, against payment on or about August 18, 2023.
The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the initial
sale of the depositary shares. In addition, Goldman Sachs & Co. LLC or any other affiliate of The Goldman Sachs Group, Inc.
may use this prospectus supplement and the accompanying prospectus in a market- making transaction in the depositary shares
after their initial sale, and unless they inform the purchaser otherwise in the confirmation of the sale, this prospectus supplement
and accompanying prospectus are being used by them in a market-making transaction.
Goldman Sachs & Co. LLC
Academy Securities BNY Mellon Capital Markets, LLC
Drexel Hamilton Loop Capital Markets
R. Seelaus & Co., LLC Ramirez & Co., Inc.
TD Securities US Bancorp
BMO Capital Markets Capital One Securities
PNC Capital Markets LLC Scotiabank
ABN AMRO Bankinter.es
BBVA C.L. King & Associates
Commonwealth Bank of Australia Danske Markets
Erste Group Fifth Third Securities
Huntington Capital Markets IMI – Intesa Sanpaolo
ING KeyBanc Capital Markets
Mizuho nabSecurities, LLC
NatWest Markets RBC Capital Markets
Roberts & Ryan Santander
SMBC Nikko Truist Securities
UniCredit Capital Markets CIBC Capital Markets
Citizens Capital Markets Desjardins Capital Markets
M&T Securities National Bank of Canada Financial Markets
Regions Securities LLC
Prospectus Supplement dated August 14, 2023.
SUMMARY INFORMATION
This summary highlights information contained in this prospectus supplement and the
accompanying prospectus. This summary is not complete and does not contain all the information you
should consider before investing in the depositary shares representing interests in our Series W
Preferred Stock.
Please note that in this prospectus supplement, references to “The Goldman Sachs Group,
Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include its
consolidated subsidiaries. Also, references to the “accompanying prospectus” mean the accompanying
prospectus, dated February 13, 2023, of The Goldman Sachs Group, Inc. The terms described herein
supplement those described in the accompanying prospectus, and if the terms described here are
inconsistent with those described there, the terms described here are controlling.
Issuer: The Goldman Sachs Group, Inc.
Securities offered: 1,500,000 depositary shares each representing a 1/25th
ownership interest in a share of perpetual 7.50% Fixed-Rate
Reset Non-Cumulative Preferred Stock, Series W, $0.01 par
value, with a liquidation preference of $25,000 per share
(equivalent to $1,000 per depositary share) of The Goldman
Sachs Group, Inc. Each holder of a depositary share will be
entitled, through the depositary, in proportion to the applicable
fraction of a share of Series W Preferred Stock represented by
such depositary share, to all the rights and preferences of the
Series W Preferred Stock represented thereby (including
dividend, voting, redemption and liquidation rights).
We may from time to time elect to issue additional depositary
shares representing shares of the Series W Preferred Stock,
and all the additional shares would be deemed to form a single
series with the depositary shares representing shares of Series
W Preferred Stock offered by this prospectus supplement;
provided that we shall only issue such additional shares if they
will be fungible for U.S. tax purposes with all of the originally
issued shares.
Dividends: Dividends on the Series W Preferred Stock, when, as and if
declared by our board of directors (or a duly authorized
committee of the board), will be payable semi- annually in
arrears on the 10th day of February and August of each year,
commencing on February 10, 2024. Dividends will accrue on
the liquidation preference amount of $25,000 per share of the
Series W Preferred Stock (equivalent to $1,000 per depositary
share) (i) from the date of original issue to, but excluding,
February 10, 2029 (the “First Reset Date”) at a fixed rate per
annum of 7.50%, and (ii) from, and including, the First Reset
Date, during each reset period, at a rate per annum equal to
the five-year treasury rate as of the most recent reset dividend
determination date (as described elsewhere in this prospectus
supplement) plus 3.156%.
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A “reset date” means the First Reset Date and each date falling
on the fifth anniversary of the preceding reset date. Reset
dates, including the First Reset Date, will not be adjusted for
business days. A “reset period” means the period from and
including the First Reset Date to, but excluding, the next
following reset date and thereafter each period from and
including each reset date to, but excluding, the next following
reset date. A “reset dividend determination date” means, in
respect of any reset period, the day falling three business days
prior to the beginning of such reset period.
See “Description of Series W Preferred Stock—Dividends”
below for further information on how dividends are calculated.
Any such dividends will be distributed to holders of depositary
shares in the manner described under “Description of
Depositary Shares—Dividends and Other Distributions” below.
A dividend period is the period from and including a dividend
payment date to but excluding the next dividend payment date,
except that the initial dividend period will commence on and
include the original issue date of the Series W Preferred Stock
and will end on and exclude the February 10, 2024 dividend
payment date.
Dividends on shares of Series W Preferred Stock will not be
cumulative and will not be mandatory. In the event dividends
are not declared on the Series W Preferred Stock for payment
in respect of any dividend period, then such dividends shall not
be cumulative and shall cease to accrue and be payable. If our
board of directors (or a duly authorized committee of the board)
has not declared a dividend before the dividend payment date
for any dividend period, we will have no obligation to pay
dividends accrued for such dividend period after the dividend
payment date for that dividend period, whether or not dividends
on the Series W Preferred Stock are declared for any future
dividend period.
Payment of dividends on the Series W Preferred Stock is subject
to certain legal, regulatory and other restrictions described under
“Description of Series W Preferred Stock—Dividends” below.
So long as any share of Series W Preferred Stock remains
outstanding, no dividend shall be paid or declared on our
common stock or any of our other securities ranking junior to
the Series W Preferred Stock (other than a dividend payable
solely in common stock or in such junior securities), and no
common stock or other securities ranking junior to the Series W
Preferred Stock shall be purchased, redeemed or otherwise
acquired for consideration by us, directly or indirectly (other
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than as a result of a reclassification of such junior securities for or
into other junior securities, or the exchange or conversion of one
share of such junior securities for or into another share of such
junior securities), during a dividend period, unless the full
dividends for the latest completed dividend period on all
outstanding shares of Series W Preferred Stock have been
declared and paid, or declared and a sum sufficient for the
payment thereof has been set aside. However, the foregoing
provision shall not restrict the ability of Goldman Sachs & Co. LLC,
or any of our other affiliates, to engage in any market-making
transactions in our junior stock in the ordinary course of business.
When dividends are not paid in full on the shares of Series W
Preferred Stock and any shares of other classes or series of
our securities that rank equally with the Series W Preferred
Stock (in the payment of dividends or in the distribution of
assets on any liquidation, dissolution or winding-up of The
Goldman Sachs Group, Inc.) for a dividend period, all dividends
declared with respect to shares of Series W Preferred Stock
and all such equally ranking securities for such dividend period
shall be declared pro rata so that the respective amounts of
such dividends bear the same ratio to each other as all accrued
but unpaid dividends per share on the shares of Series W
Preferred Stock for such dividend period and all such equally
ranking securities for such dividend period bear to each other.
Subject to the foregoing, such dividends (payable in cash, stock
or otherwise) as may be determined by the board of directors
(or a duly authorized committee of the board) may be declared
and paid on our common stock and any other securities ranking
equally with or junior to the Series W Preferred Stock from time
to time out of any funds legally available for such payment, and
the shares of the Series W Preferred Stock shall not be entitled
to participate in any such dividend.
Dividend payment dates:
The 10th day of February and August of each year, commencing
on February 10, 2024, subject to adjustment as provided below.
If any dividend payment date is not a business day (as defined
below), then the dividend with respect to that dividend payment
date will be paid on the next succeeding business day, without
interest or other payment in respect of such delayed payment.
“Business day” means a day that is a Monday, Tuesday,
Wednesday, Thursday or Friday and is not a day on which
banking institutions in New York City are generally authorized or
obligated by law or executive order to close.
Redemption:
The Series W Preferred Stock is perpetual and has no maturity
date. We may, at our option, redeem the shares of Series W
Preferred Stock (i) in whole or in part, on any dividend payment
date on or after the First Reset Date or (ii) in whole but not in
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part at any time within 90 days following a Regulatory Capital
Treatment Event (as defined elsewhere in this prospectus
supplement), in each case, at a redemption price of $25,000
per share (equivalent to $1,000 per depositary share), plus any
declared and unpaid dividends to, but excluding, the date of
redemption, without accumulation of undeclared dividends. If
we redeem the Series W Preferred Stock, the depositary will
redeem a proportionate number of depositary shares.
Neither holders of Series W Preferred Stock nor holders of
depositary shares will have the right to require the redemption
or repurchase of the Series W Preferred Stock.
Redemption of Series W Preferred Stock is subject to certain
legal, regulatory and other restrictions described under
“Description of Series W Preferred Stock— Redemption” below.
Liquidation rights: Upon any voluntary or involuntary liquidation, dissolution or
winding-up of The Goldman Sachs Group, Inc., holders of
shares of Series W Preferred Stock are entitled to receive out
of assets of The Goldman Sachs Group, Inc. available for
distribution to stockholders, before any distribution of assets is
made to holders of our common stock or of any other shares of
our stock ranking junior as to such a distribution to the Series
W Preferred Stock, a liquidating distribution in the amount of
$25,000 per share (equivalent to $1,000 per depositary share)
plus any declared and unpaid dividends, without accumulation
of any undeclared dividends. Distributions will be made only to
the extent of The Goldman Sachs Group, Inc.’s assets that are
available after satisfaction of all liabilities to creditors, if any (pro
rata as to the Series W Preferred Stock and any other shares of
our stock ranking equally as to such distribution).
Voting rights: None, except with respect to certain changes in the terms of
the Series W Preferred Stock and in the case of certain
dividend non-payments. See “Description of Series W Preferred
Stock—Voting Rights” below. Holders of depositary shares
must act through the depositary to exercise any voting rights,
as described under “Description of Depositary Shares—Voting
the Series W Preferred Stock” below.
Ranking: Shares of the Series W Preferred Stock will rank senior to our
common stock, equally with our previously issued Floating Rate
Non-Cumulative Preferred Stock, Series A, $25,000 liquidation
preference per share (“Series A Preferred Stock”), Floating
Rate Non-Cumulative Preferred Stock, Series C, $25,000
liquidation preference per share (“Series C Preferred Stock”),
Floating Rate Non-Cumulative Preferred Stock, Series D,
$25,000 liquidation preference per share (“Series D Preferred
Stock”), Perpetual Non-Cumulative Preferred Stock, Series E,
$100,000 liquidation preference per share (“Series E Preferred
S-6
Stock”), Perpetual Non-Cumulative Preferred Stock, Series F,
$100,000 liquidation preference per share (“Series F Preferred
Stock”), 5.50% Non-Cumulative Preferred Stock, Series J,
$25,000 liquidation preference per share (“Series J Preferred
Stock”), 6.375% Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series K, $25,000 liquidation preference per
share (“Series K Preferred Stock”), 5.30% Fixed-to-Floating
Rate Non-Cumulative Preferred Stock, Series O, $25,000
liquidation preference per share (“Series O Preferred Stock”),
5.00% Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series P, $25,000 liquidation preference per share (“Series P
Preferred Stock”), 5.50% Fixed-Rate Reset Non-Cumulative
Preferred Stock, Series Q, $25,000 liquidation preference per
share (“Series Q Preferred Stock”), 4.95% Fixed-Rate Reset
Non-Cumulative Preferred Stock, Series R, $25,000 liquidation
preference per share (“Series R Preferred Stock”), 4.40%
Fixed-Rate Reset Non-Cumulative Preferred Stock, Series S,
$25,000 liquidation preference per share (“Series S Preferred
Stock”), 3.80% Fixed-Rate Reset Non-Cumulative Preferred
Stock, Series T, $25,000 liquidation preference per share
(“Series T Preferred Stock”), 3.65% Fixed-Rate Reset Non-
Cumulative Preferred Stock, Series U, $25,000 liquidation
preference per share (“Series U Preferred Stock”) and 4.125%
Fixed-Rate Reset Non-Cumulative Preferred Stock, Series V,
$25,000 liquidation preference per share (“Series V Preferred
Stock”) and at least equally with each other series of our
preferred stock we may issue (except for any senior series that
may be issued with the requisite consent of the holders of
Series W Preferred Stock), with respect to the payment of
dividends and distributions upon liquidation, dissolution or
winding-up. We will generally be able to pay dividends and
distributions upon liquidation, dissolution or winding-up only out
of lawfully available funds for such payment (i.e., after taking
account of all indebtedness and other non-equity claims).
Maturity:
The Series W Preferred Stock does not have any maturity date,
and we are not required to redeem the Series W Preferred
Stock. Accordingly, the Series W Preferred Stock will remain
outstanding indefinitely, unless and until we decide to redeem it.
Preemptive and conversion rights:
None.
Listing:
Neither the depositary shares nor the Series W Preferred Stock
will be listed on any securities exchange or interdealer market
quotation system.
Tax consequences:
This section supplements the discussion of U.S. federal income
taxation of the depositary shares in the accompanying
prospectus under “United States Taxation”. If you are a
noncorporate United States holder, dividends paid to you on
S-7
the depositary shares will generally be “qualified dividends” that
are taxable to you at a preferential maximum rate of 20%,
provided that you hold your shares of preferred stock for more
than 60 days during the 121-day period beginning 60 days
before the ex-dividend date and meet other holding period
requirements. Please see the discussion under “United States
Taxation—Taxation of Preferred Stock and Depositary
Shares—United States Holders—Distributions on Preferred
Stock” in the accompanying prospectus for a discussion of the
consequences of dividends that are not paid out of our current
or accumulated earnings and profits.
If you are taxed as a corporation, except as described in the
accompanying prospectus under “United States Taxation—
Taxation of Preferred Stock and Depositary Shares—United
States Holders—Limitations on Dividends-Received
Deduction”, dividends on the depositary shares would be
eligible for the 50% dividends-received deduction. If you are a
Non-United States holder of depositary shares, dividends paid
to you will be subject to withholding tax at a 30% rate or at a
lower rate if you are eligible for the benefits of an income tax
treaty that provides for a lower rate.
As discussed under “United States Taxation—Taxation of
Preferred Stock and Depositary Shares—United States
Holders—Redemption Premium” in the accompanying
prospectus, certain holders that purchase the depositary shares
at a discount to the redemption price could be required to
include a portion of the redemption premium in income each
year. We expect that the depositary shares will not be issued
with a discount of greater than a de minimis amount, and
therefore you should not be required to include any of the
redemption premium in income prior to redemption.
As discussed in the accompanying prospectus under “United
States Taxation— Taxation of Preferred Stock and Depositary
Shares—United States Holders— Redemption of Preferred
Stock”, it is possible that a redemption of your stock could be
treated as a distribution for United States federal income tax
purposes. If you are a Non-United States holder and a
redemption is treated as a distribution, the redemption payment
may be subject to withholding tax at a rate of 30% to the extent
it reflects a share of The Goldman Sachs Group, Inc.’s current
or accumulated earnings and profits as determined under
United States federal income tax principles. Furthermore, if a
broker or other paying agent is unable to determine whether the
redemption should be treated as a distribution, such paying
agent may be required to withhold tax at a 30% rate on the full
amount you receive (in which case, you may be eligible to
obtain a refund of all or a portion of any tax).
S-8
As discussed under “United States Taxation—Taxation of
Preferred Stock and Depositary Shares—Foreign Account Tax
Compliance Act (FATCA) Withholding” a 30% withholding tax
could be imposed on dividend payments on depositary shares
that are received by you or any non-U.S. person or entity that
receives such income (a “non-U.S. payee”) on your behalf,
unless you and each such non-U.S. payee in the payment
chain comply with the applicable information reporting, account
identification, withholding, certification and other FATCA-related
requirements. We will not pay any additional amounts in
respect of this withholding tax, so if this withholding applies,
you will receive less than the amount that you would have
otherwise received.
For further discussion of the tax consequences relating to the
depositary shares, see “United States Taxation—Taxation of
Preferred Stock and Depositary Shares” in the accompanying
prospectus.
Use of proceeds:
We intend to use the net proceeds from the sale of the
depositary shares representing interests in the Series W
Preferred Stock to redeem all outstanding shares of the Series
J Preferred Stock and any remainder of the net proceeds to
provide additional funds for our operations and for other
general corporate purposes, which may include, but is not
limited to, repurchases or redemptions of other outstanding
shares of our preferred stock and related depositary shares.
Transfer agent and registrar:
HSBC Bank USA, National Association
Depositary:
HSBC Bank USA, National Association
Calculation Agent:
Goldman Sachs & Co. LLC
S-9
RISK FACTORS
An investment in the depositary shares is subject to the risks described below as well as the
risks and considerations described in the accompanying prospectus dated February 13, 2023 and
under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2022. You should carefully review these risks and considerations as well as the terms
of the depositary shares described herein and in the accompanying prospectus dated February 13,
2023 before deciding whether this investment is suited to your particular circumstances.
You are making an investment decision with regard to the depositary shares as well as the
Series W Preferred Stock
As described in the accompanying prospectus, we are issuing fractional interests in shares of
Series W Preferred Stock in the form of depositary shares. Accordingly, the depositary will rely on the
payments it receives on the Series W Preferred Stock to fund all payments on the depositary shares.
You should carefully review the information in the accompanying prospectus and in this prospectus
supplement regarding both of these securities.
The Series W Preferred Stock is equity and is subordinate to our existing and future
indebtedness
The shares of Series W Preferred Stock are equity interests in The Goldman Sachs Group,
Inc. and do not constitute indebtedness. As such, the shares of Series W Preferred Stock will rank
junior to all indebtedness and other non-equity claims on The Goldman Sachs Group, Inc. with respect
to assets available to satisfy claims on The Goldman Sachs Group, Inc., including in a liquidation of
The Goldman Sachs Group, Inc. Additionally, unlike indebtedness, where principal and interest would
customarily be payable on specified due dates, in the case of preferred stock like the Series W
Preferred Stock: (1) dividends are payable only if declared by our board of directors (or a duly
authorized committee of the board), (2) as a corporation, we are subject to restrictions on payments of
dividends and redemption price out of lawfully available funds and (3) as a bank holding company, our
ability to declare and pay dividends is subject to the rules and the oversight of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”).
The Goldman Sachs Group, Inc. has issued outstanding debt securities, the terms of which
permit us to defer interest payments from time to time provided that, if we defer interest payments, we
would not be permitted to pay dividends on any of our capital stock, including the Series W Preferred
Stock, during the deferral period.
You may not receive dividends on the Series W Preferred Stock
Dividends on the Series W Preferred Stock are discretionary and non-cumulative.
Consequently, if our board of directors (or a duly authorized committee of the board) does not
authorize and declare a dividend for any dividend period, holders of Series W Preferred Stock will not
be entitled to receive any such dividend, and such unpaid dividend will cease to accrue and be
payable. We will have no obligation to pay dividends accrued for a dividend period after the dividend
payment date for such period if our board of directors (or a duly authorized committee of the board)
has not declared such dividend before the related dividend payment date, whether or not dividends are
declared for any subsequent dividend period with respect to the Series A Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series
J Preferred Stock, Series K Preferred Stock, Series O Preferred Stock, Series P Preferred Stock,
Series Q Preferred Stock, Series R Preferred Stock, Series S Preferred Stock, Series T Preferred
Stock, Series U Preferred Stock, Series V Preferred Stock, Series W Preferred Stock or any other
preferred stock we may issue.
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In addition, if and to the extent such act would cause us to fail to comply with applicable laws,
rules and regulations (including applicable capital adequacy rules), we may not declare, pay or set
aside for payment dividends on Series W Preferred Stock. As a result, if payment of dividends on
Series W Preferred Stock for any dividend period would cause us to fail to comply with any applicable
law, rule or regulation, we will not declare or pay a dividend for such dividend period. In such a case,
holders of the depositary shares will not be entitled to receive any dividend for that dividend period,
and the unpaid dividend will cease to accrue and be payable.
We may be able to redeem the Series W Preferred Stock prior to the First Reset Date
By its terms, the Series W Preferred Stock may be redeemed by us prior to the First Reset
Date upon the occurrence of certain events involving the capital treatment of the Series W Preferred
Stock. In particular, upon our determination in good faith that an event has occurred that would
constitute a “Regulatory Capital Treatment Event”, we may, at our option, redeem in whole, but not in
part, the shares of Series W Preferred Stock, subject to the approval of the Federal Reserve Board.
See “Description of Series W Preferred Stock—Redemption”.
Although the terms of the Series W Preferred Stock satisfy the criteria for “tier 1 capital”
instruments consistent with Basel III as set forth in the final rules promulgated by the Federal Reserve
Board, the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the
Currency, it is possible that the Series W Preferred Stock may not satisfy the criteria set forth as a
result of official administrative or judicial decisions, actions or pronouncements interpreting those rules
and announced after the issuance of the Series W Preferred Stock, or as a result of future changes in
law or regulation. As a result, a “Regulatory Capital Treatment Event” (as defined herein) could occur
whereby we would have the right, subject to prior approval of the Federal Reserve Board, to redeem
the Series W Preferred Stock in accordance with its terms prior to the First Reset Date at a redemption
price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus declared and unpaid
dividends to, but excluding the date of redemption, without accumulation of undeclared dividends.
We describe our redemption right under “Description of Series W Preferred Stock—Redemption”
below. If the Series W Preferred Stock is redeemed, the corresponding redemption of the depositary
shares would generally be a taxable event to United States holders. In addition, United States holders
might not be able to reinvest the money they receive upon redemption of the depositary shares in a
similar security.
Investors should not expect us to redeem the Series W Preferred Stock on or after the date it
becomes redeemable at our option
The Series W Preferred Stock will be a perpetual equity security. This means that it will have
no maturity or mandatory redemption date and will not be redeemable at the option of the holders. The
Series W Preferred Stock may be redeemed by us at our option (i) in whole or in part, on any dividend
payment date on or after the First Reset Date, or (ii) in whole but not in part, at any time within 90 days
following a Regulatory Capital Treatment Event (as defined elsewhere in this prospectus supplement).
Any decision we may make at any time to propose a redemption of the Series W Preferred Stock will
depend upon, among other things, our evaluation of our capital position, the composition of our
shareholders’ equity and general market conditions at that time. In addition, we may be prohibited from
redeeming the Series W Preferred Stock. See “—Our right to redeem the Series W Preferred Stock is
subject to certain limitations, including the prior approval of the Federal Reserve Board and any future
replacement capital covenants”.
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Our right to redeem the Series W Preferred Stock is subject to certain limitations, including the
prior approval of the Federal Reserve Board and any future replacement capital covenants
Our right to redeem the Series W Preferred Stock is subject to any limitations established by
the Federal Reserve Board. We may not redeem shares of the Series W Preferred Stock without
having received the prior approval of the Federal Reserve Board under the current capital rules
applicable to us. We cannot assure you that the Federal Reserve Board will approve any redemption of
the Series W Preferred Stock that we may propose. We understand that the factors the Federal
Reserve Board will consider in evaluating a proposed redemption by a bank holding company include,
among other things, the capital plans and stress tests submitted by the bank holding company, the
bank holding company’s ability to meet and exceed minimum regulatory capital ratios under stressed
scenarios, its expected sources and uses of capital over the planning horizon (generally a period of two
years) under baseline and stressed scenarios, and any potential impact of changes to its business plan
and activities on its capital adequacy and liquidity, although the Federal Reserve Board may change
these factors at any time.
In addition, in the future we may enter into a replacement capital covenant with respect to the
Series W Preferred Stock that may limit our right to redeem the Series W Preferred Stock. We have
entered into similar covenants with respect to our Series E Preferred Stock and Series F Preferred
Stock and the trust preferred securities of the trusts that hold that stock. These covenants prohibit us
and our subsidiaries from redeeming or purchasing those securities prior to June 1 and September 1,
2022, respectively, unless we have received proceeds from the sales of eligible replacement capital
securities. We have also entered into a replacement capital covenant with respect to the Series O
Preferred Stock which prohibits us and our subsidiaries from redeeming or purchasing more than
$397,000,000 of the Series O Preferred Stock prior to September 4, 2022 unless we have received
proceeds from the sales of eligible replacement capital securities. In some circumstances, we may
treat the Series W Preferred Stock as replacement capital securities under these existing replacement
capital covenants and enter into a new replacement capital covenant with respect to the Series W
Preferred Stock. Accordingly, there could be circumstances in which it would be in the interest of both
you and The Goldman Sachs Group, Inc. that some or all of the Series W Preferred Stock be
redeemed and in which sufficient cash is available for that purpose, but we would be restricted from
doing so because we were not able to obtain proceeds from the sale of replacement capital securities.
If we are not paying full dividends on any outstanding parity stock, we will not be able to pay
full dividends on Series W Preferred Stock
When dividends are not paid in full on the shares of Series W Preferred Stock and any shares
of parity stock for a dividend period, all dividends declared with respect to shares of Series W Preferred
Stock and all parity stock for such dividend period shall be declared pro rata so that the respective
amounts of such dividends bear the same ratio to each other as all accrued but unpaid dividends per
share on the shares of Series W Preferred Stock for such dividend period and all parity stock for such
dividend period bear to each other. Therefore, if we are not paying full dividends on any outstanding
parity stock, we will not be able to pay full dividends on Series W Preferred Stock.
We are a holding company and are dependent on our subsidiaries to meet our obligations and
provide funds for payment of dividends to our stockholders
We are a holding company and, therefore, depend on dividends, distributions and other
payments from our subsidiaries to fund dividend payments and payments on our obligations. Many of our
subsidiaries, including our broker-dealer, bank and insurance subsidiaries, are subject to laws that restrict
dividend payments or authorize regulatory bodies to block or reduce the flow of funds from those
subsidiaries to us. Restrictions or regulatory action of that kind could impede access to funds that we
need to fund dividend payments and payments on our obligations. Because some of our subsidiaries,
including from time to time some of our principal U.S. operating subsidiaries, are partnerships in which
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we are a general partner or the sole limited partner, we may be liable for their obligations. We also
guarantee many of the obligations of our subsidiaries. Any liability we may have for our subsidiaries’
obligations could reduce our assets that are available to satisfy our direct creditors or fund dividend
payments. See “Business—Regulation” in Part I, Item 1 of our Annual Report on Form 10-K for the year
ended December 31, 2022 for a further discussion of regulatory restrictions.
The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the
Market Value of Your Depositary Shares
We have appointed Goldman Sachs & Co. LLC as the calculation agent for the depositary
shares. As calculation agent for your depositary shares, Goldman Sachs & Co. LLC will make
determinations with respect to the depositary shares as specified in this prospectus supplement and in
the accompanying prospectus dated February 13, 2023 and may have discretion in calculating the
amounts payable in respect of the depositary shares. The exercise of this discretion by Goldman
Sachs & Co. LLC could adversely affect the value of your depositary shares and may present Goldman
Sachs & Co. LLC with a conflict of interest. We may change the calculation agent at any time without
notice, and Goldman Sachs & Co. LLC may resign as calculation agent at any time upon 60 days’
written notice to The Goldman Sachs Group, Inc.
General market conditions and unpredictable factors could adversely affect market prices for
the depositary shares
There can be no assurance about the market prices for the depositary shares. Several factors,
many of which are beyond our control, will influence the market value of the depositary shares. Factors
that might influence the market value of the depositary shares include:
• whether dividends have been declared and are likely to be declared on the Series W
Preferred Stock from time to time;
• our operating performance, financial condition and prospects, or the operating
performance, financial condition and prospects of our competitors;
• our creditworthiness;
• the ratings given to our securities by credit rating agencies, including any ratings given
to the Series W Preferred Stock;
• changes in interest rates;
• the market for similar securities; and
• economic, financial, geopolitical, regulatory or judicial events that affect us or the
financial markets generally.
Accordingly, the depositary shares that an investor purchases, whether in this offering or in the
secondary market, may trade at a discount to the price that the investor paid for the depositary shares.
Holders of Series W Preferred Stock will have limited voting rights
Holders of Series W Preferred Stock have no voting rights with respect to matters that
generally require the approval of voting shareholders. However, holders of Series W Preferred Stock
will have the right to vote as a class on certain fundamental matters that may affect the preference or
special rights of the Series W Preferred Stock, as described under “Description of Series W Preferred
Stock— Voting Rights” below. In addition, if dividends on the Series W Preferred Stock have not been
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declared or paid for dividend periods equal to 18 months, whether or not for consecutive dividend
periods, holders of the outstanding shares of Series W Preferred Stock, together with holders of any
other series of our preferred stock ranking equal with the Series W Preferred Stock with similar voting
rights, will be entitled to vote for the election of two additional directors, subject to the terms and to the
limited extent described under “Description of Series W Preferred Stock—Voting Rights” below.
Holders of depositary shares must act through the depositary to exercise any voting rights in respect of
the Series W Preferred Stock. The Series W Preferred Stock places no restrictions on our business or
operations or on our ability to incur indebtedness or engage in any transactions, subject only to the
limited voting rights referred to above.
The Series W Preferred Stock and depositary shares will not have an active trading market
The depositary shares are a new issue of securities, and there will be no established trading
market for the depositary shares. We do not plan to list the Series W Preferred Stock or the depositary
shares on a securities exchange or quotation system. We have been advised by Goldman Sachs & Co.
LLC that it intends to make a market in the depositary shares. However, neither Goldman Sachs & Co.
LLC nor any of our other affiliates nor any other underwriter named in this prospectus supplement that
makes a market is obligated to do so and any of them may stop doing so at any time without notice. No
assurance can be given as to the liquidity or trading market for the depositary shares. We do not
expect there to be any trading market for the Series W Preferred Stock.
There may be future sales of Series W Preferred Stock or depositary shares, which may
adversely affect the market price of the depositary shares
We are not restricted from issuing additional Series W Preferred Stock or depositary shares or
securities similar to the Series W Preferred Stock or depositary shares, including any securities that
are convertible into or exchangeable for, or that represent the right to receive, Series W Preferred
Stock or depositary shares. Holders of Series W Preferred Stock or depositary shares have no
preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any
class or series. The market price of the depositary shares could decline as a result of sales of shares
of Series W Preferred Stock or depositary shares made after this offering or the perception that such
sales could occur. Because our decision to issue securities in any future offering will depend on market
conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or
nature of our future offerings. Thus, holders of the depositary shares bear the risk of our future
offerings reducing the market price of the depositary shares and diluting their holdings in the depositary
shares.
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DESCRIPTION OF SERIES W PREFERRED STOCK
The depositary will be the sole holder of the Series W Preferred Stock, as described under
“Description of Depositary Shares” below, and all references in this prospectus supplement to the
holders of the Series W Preferred Stock shall mean the depositary. However, the holders of
depositary shares will be entitled, through the depositary, to exercise the rights and preferences of
the holders of Series W Preferred Stock, as described under “Description of Depositary Shares”.
This prospectus supplement summarizes specific terms and provisions of the Series W
Preferred Stock; terms that apply generally to our preferred stock are described in “Description of
Preferred Stock We May Offer” in the accompanying prospectus. The following summary of the terms
and provisions of the Series W Preferred Stock does not purport to be complete and is qualified in its
entirety by reference to the pertinent sections of our restated certificate of incorporation and the
certificate of designations creating the Series W Preferred Stock, which will be included as an exhibit to
documents filed with the SEC.
General
Our authorized capital stock includes 150,000,000 shares of preferred stock, par value $0.01
per share, 50,000 shares of which are designated as Series A Preferred Stock, 25,000 shares of which
are designated as Series C Preferred Stock, 60,000 of which are designated as Series D Preferred
Stock, 17,500 of which are designated as Series E Preferred Stock, 5,000 of which are designated as
Series F Preferred Stock, 46,000 of which are designated as Series J Preferred Stock, 32,200 of which
are designated as Series K Preferred Stock, 26,000 of which are designated as Series O Preferred
Stock, 66,000 of which are designated as Series P Stock, 20,000 of which are designated as Series Q
Preferred Stock, 24,000 of which are designated as Series R Preferred Stock, 14,000 of which are
designated as Series S Preferred Stock, 27,000 of which are designated as Series T Preferred Stock,
30,000 of which are designated as Series U Preferred Stock and 30,000 of which are designated as
Series V Preferred Stock. We have 29,999 shares of Series A Preferred Stock, 8,000 shares of Series
C Preferred Stock, 53,999 shares of Series D Preferred Stock, 7,667 shares of Series E Preferred
Stock, 1,615 shares of Series F Preferred Stock, 40,000 shares of Series J Preferred Stock, 28,000
shares of Series K Preferred Stock, 26,000 shares of Series O Preferred Stock, 60,000 shares of
Series P Preferred Stock, 20,000 shares of Series Q Preferred Stock, 24,000 shares of Series R
Preferred Stock, 14,000 of Series S Preferred Stock, 27,000 shares of Series T Preferred Stock,
30,000 shares of Series U Preferred Stock and 30,000 shares of Series V Preferred Stock outstanding
as of the date of this prospectus supplement, as described in more detail below. The Series W
Preferred Stock is part of a single series of authorized preferred stock consisting of 60,000 shares.
As described in the accompanying prospectus, we may from time to time, without notice to or the
consent of holders of Series W Preferred Stock, issue additional shares of Series W Preferred Stock;
provided that we shall only issue such additional shares if they will be fungible for U.S. tax purposes with
all of the originally issued shares. The additional shares of Series W Preferred Stock would be deemed to
form a single series with the Series W Preferred Stock offered by this prospectus supplement.
Shares of the Series W Preferred Stock will rank senior to our common stock, and equally with
the Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock, Series F Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series O
Preferred Stock, Series P Preferred Stock, Series Q Preferred Stock, Series R Preferred Stock, Series
S Preferred Stock, Series T Preferred Stock, Series U Preferred Stock and Series V Preferred Stock
and at least equally with each other series of our preferred stock we may issue (except for any senior
series that may be issued with the requisite consent of the holders of Series W Preferred Stock), with
respect to the payment of dividends and distributions of assets upon liquidation, dissolution or
winding-up. Holders of the Series W Preferred Stock may be fully subordinated to interests held by the
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U.S. government in the event The Goldman Sachs Group, Inc. enters into a receivership, insolvency,
liquidation or similar proceeding. In addition, we will generally be able to pay dividends and
distributions upon liquidation, dissolution or winding-up only out of lawfully available funds for such
payment (i.e., after taking account of all indebtedness and other non-equity claims). The Series W
Preferred Stock will be fully paid and nonassessable when issued, which means that its holders will
have paid their purchase price in full and that we may not ask them to surrender additional funds.
Holders of Series W Preferred Stock will not have preemptive or subscription rights to acquire more
stock of The Goldman Sachs Group, Inc.
The Series W Preferred Stock will not be convertible into, or exchangeable for, shares of any
other class or series of stock or other securities of The Goldman Sachs Group, Inc. The Series W
Preferred Stock has no stated maturity and will not be subject to any sinking fund or other obligation of
The Goldman Sachs Group, Inc. to redeem or repurchase the Series W Preferred Stock. The Series W
Preferred Stock represents non-withdrawable capital, is not a bank deposit and is not insured by the
FDIC or any other governmental agency, nor is it the obligation of, or guaranteed by, a bank.
As of June 30, 2023, we have 29,999,400 depositary shares, each representing a 1/1,000th
ownership interest in a share of our Series A Preferred Stock, with an aggregate liquidation preference
of $749,985,000, 8,000,000 depositary shares, each representing a 1/1,000th ownership interest in a
share of our Series C Preferred Stock, with an aggregate liquidation preference of $200,000,000,
53,999,000 depositary shares, each representing a 1/1,000th ownership interest in a share of our
Series D Preferred Stock, with an aggregate liquidation preference of $1,349,975,000, 7,667 shares of
our Series E Preferred Stock, with an aggregate liquidation preference of $766,748,000, 1,615 shares
of our Series F Preferred Stock, with an aggregate liquidation preference of $161,504,000, 40,000,000
depositary shares, each representing a 1/1,000th ownership interest in a share of our Series J
Preferred Stock, with an aggregate liquidation preference of $1,000,000,000, 28,000,000 depositary
shares, each representing a 1/1,000th ownership interest in a share of our Series K Preferred Stock,
with an aggregate liquidation preference of $700,000,000, 650,000 depositary shares, each
representing a 1/25th ownership interest in a share of our Series O Preferred Stock, with an aggregate
liquidation preference of $650,000,000, 1,500,000 depositary shares, each representing a 1/25th
ownership interest in a share of our Series P Preferred Stock, with an aggregate liquidation preference
of $1,500,000,000, 500,000 depositary shares, each representing a 1/25th ownership interest in a
share of our Series Q Preferred Stock, with an aggregate liquidation preference of $500,000,000,
600,000 depositary shares, each representing 1/25th ownership interest in a share of our Series R
Preferred Stock, with an aggregate liquidation preference of $600,000,000, 350,000 depositary shares,
each representing a 1/25th ownership interest in a share of our Series S Preferred Stock, with an
aggregate liquidation preference of $350,000,000, 675,000 depositary shares, each representing a
1/25th ownership interest in a share of our Series T Preferred Stock, with an aggregate liquidation
preference of $675,000,000, 750,000 depositary shares, each representing a 1/25th ownership interest
in a share of our Series U Preferred Stock, with an aggregate liquidation preference of $750,000,000
and 750,000 depositary shares, each representing a 1/25th ownership interest in a share of our Series
V Preferred Stock, with an aggregate liquidation preference of $750,000,000, issued and outstanding.
The Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series
O Preferred Stock, Series P Preferred Stock, Series Q Preferred Stock, Series R Preferred Stock,
Series S Preferred Stock, Series T Preferred Stock, Series U Preferred Stock and Series V Preferred
Stock rank equally with the Series W Preferred Stock as to dividends and distributions on liquidation
and include the same provisions with respect to restrictions on declaration and payment of dividends
and voting rights as apply to the Series W Preferred Stock.
Holders of Series A Preferred Stock are entitled to receive quarterly dividends when, as and if
declared by our board of directors (or a duly authorized committee of the board), at a rate per annum
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equal to the greater of (1) 0.75% above LIBOR on the related LIBOR determination date and (2)
3.75%. Holders of Series C Preferred Stock are entitled to receive quarterly dividends when, as and if
declared by our board of directors (or a duly authorized committee of the board), at a rate per annum
equal to the greater of (1) 0.75% above LIBOR on the related LIBOR determination date and (2)
4.00%. Holders of Series D Preferred Stock are entitled to receive quarterly dividends when, as and if
declared by our board of directors (or a duly authorized committee of the board), at a rate per annum
equal to the greater of (1) 0.67% above LIBOR on the related LIBOR determination date and (2)
4.00%. Holders of Series E Preferred Stock are entitled to receive quarterly dividends when, as and if
declared by our board of directors (or a duly authorized committee of the board), at a rate per annum
equal to the greater of (1) 0.7675% above LIBOR on the related LIBOR determination date and (2)
4.00%. Holders of Series F Preferred Stock are entitled to receive quarterly dividends when, as and if
declared by our board of directors (or a duly authorized committee of the board), at a rate per annum
equal to the greater of (1) 0.77% above LIBOR on the related LIBOR determination date and (2)
4.00%. Holders of Series J Preferred Stock are entitled to receive quarterly dividends when, as and if
declared by our board of directors (or a duly authorized committee of the board), (1) at a rate of 5.50%
per annum to but excluding May 10, 2023 and (2) thereafter at a rate per annum equal to 3.64% above
LIBOR on the related LIBOR determination date. Holders of Series K Preferred Stock are entitled to
receive quarterly dividends when, as and if declared by our board of directors (or a duly authorized
committee of the board), (1) at a rate of 6.375% per annum to but excluding May 10, 2024 and
(2) thereafter at a rate per annum equal to 3.55% above LIBOR on the related LIBOR determination
date. Holders of Series O Preferred Stock are entitled to receive dividends when, as and if declared by
our board of directors (or a duly authorized committee of the board), (1) semi-annually at a rate of
5.30% per annum to but excluding November 10, 2026 and (2) thereafter quarterly at a rate per annum
equal to 3.834% above LIBOR on the related LIBOR determination date. Holders of Series P Preferred
Stock are entitled to receive dividends when, as and if declared by our board of directors (or a duly
authorized committee of the board), (1) semi-annually at a rate of 5.00% per annum to but excluding
November 10, 2022 and (2) thereafter quarterly at a rate per annum equal to 2.874% above LIBOR on
the related LIBOR determination date. Holders of Series Q Preferred Stock are entitled to receive
semi-annual dividends when, as and if declared by our board of directors (or a duly authorized
committee of the board), (1) at a rate of 5.50% per annum to, but excluding, August 10, 2024 and
(2) thereafter, at a rate per annum equal to the five-year treasury rate on the related dividend
determination date plus 3.623%. Holders of Series R Preferred Stock are entitled to receive semi-
annual dividends when, as and if declared by our board of directors (or a duly authorized committee of
the board), (1) at a rate of 4.95% per annum to, but excluding, February 10, 2025 and (2) thereafter, at
a rate per annum equal to the five-year treasury rate on the related dividend determination date plus
3.224%. Holders of Series S Preferred Stock are entitled to receive semi-annual dividends when, as
and if declared by our board of directors (or a duly authorized committee of the board), (1) at a rate of
4.40% per annum to, but excluding, February 10, 2025 and (2) thereafter, at a rate per annum equal to
the five-year treasury rate on the related dividend determination date plus 2.85%. Holders of Series T
Preferred Stock are entitled to receive semi-annual dividends when, as and if declared by our board of
directors (or a duly authorized committee of the board), (1) at a rate of 3.80% per annum to, but
excluding, May 10, 2026 and (2) thereafter, at a rate per annum equal to the five-year treasury rate on
the related dividend determination date plus 2.969%. Holders of Series U Preferred Stock are entitled
to receive semi-annual dividends when, as and if declared by our board of directors (or a duly
authorized committee of the board), (1) at a rate of 3.65% per annum to, but excluding, August 10,
2026 and (2) thereafter, at a rate per annum equal to the five-year treasury rate on the related dividend
determination date plus 2.915%. Holders of Series V Preferred Stock are entitled to receive semi-
annual dividends when, as and if declared by our board of directors (or a duly authorized committee of
the board), (1) at a rate of 4.125% per annum to, but excluding, November 10, 2026 and (2) thereafter,
at a rate per annum equal to the five-year treasury rate on the related dividend determination date plus
2.949%.
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Dividends
Dividends on shares of the Series W Preferred Stock will not be mandatory. Holders of Series
W Preferred Stock will be entitled to receive, when, as and if declared by our board of directors (or a
duly authorized committee of the board), out of funds legally available for the payment of dividends,
non-cumulative cash dividends semi-annually in arrears on the 10th day of February and August of
each year, commencing on February 10, 2024. Dividends will accrue (i) from the date of original issue
to, but excluding, the First Reset Date at a fixed rate per annum of 7.50%, and (ii) from, and including,
the First Reset Date, during each reset period, at a rate per annum equal to the five-year treasury rate
as of the most recent reset dividend determination date (as described below) plus 3.156% on the
liquidation preference amount of $25,000 per share (equivalent to $1,000 per depositary share). In the
event that we issue additional shares of Series W Preferred Stock after the original issue date,
dividends on such shares may accrue from the original issue date or any other date we specify at the
time such additional shares are issued.
A “reset date” means the First Reset Date and each date falling on the fifth anniversary of the
preceding reset date. Reset dates, including the First Reset Date, will not be adjusted for business
days. A “reset period” means the period from and including the First Reset Date to, but excluding, the
next following reset date and thereafter each period from and including each reset date to, but
excluding, the next following reset date. A “reset dividend determination date” means, in respect of any
reset period, the day falling three business days prior to the beginning of such reset period.
Dividends will be payable to holders of record of Series W Preferred Stock as they appear on
our books on the applicable record date, which shall be the 15th calendar day before that dividend
payment date or such other record date fixed by our board of directors (or a duly authorized committee
of the board) that is not more than 60 nor less than 10 days prior to such dividend payment date (each,
a “dividend record date”). These dividend record dates will apply regardless of whether a particular
dividend record date is a business day. The corresponding record dates for the depositary shares will
be the same as the record dates for the Series W Preferred Stock.
A dividend period is the period from and including a dividend payment date to but excluding
the next dividend payment date, except that the initial dividend period will commence on and include
the original issue date of the Series W Preferred Stock and will end on and exclude the February 10,
2024 dividend payment date.
Dividends payable on the Series W Preferred Stock for any dividend period will be calculated
on the basis of 30/360 (ISDA) (as defined in the accompanying prospectus). If any dividend payment
date is not a business day (as defined below), then the dividend with respect to that dividend payment
date will be paid on the next succeeding business day, without interest or other payment in respect of
such delayed payment. “Business day” means a day that is a Monday, Tuesday, Wednesday,
Thursday or Friday and is not a day on which banking institutions in New York City are generally
authorized or obligated by law or executive order to close.
For any reset period commencing on or after the First Reset Date, the five-year treasury rate
will be:
• The average of the yields on actively traded U.S. treasury securities adjusted to
constant maturity, for five-year maturities, for the five business days appearing under
the caption “Treasury Constant Maturities’’ in the most recently published statistical
release designated H.15 Daily Update or any successor publication which is published
by the Federal Reserve Board, as determined by the calculation agent in its sole
discretion.
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• If no calculation is provided as described above, then the calculation agent, after
consulting such sources as it deems comparable to any of the foregoing calculations,
or any such source as it deems reasonable from which to estimate the five-year
treasury rate, shall determine the five-year treasury rate in its sole discretion, provided
that if the calculation agent determines there is an industry-accepted successor five-
year treasury rate, then the calculation agent shall use such successor rate. If the
calculation agent has determined a substitute or successor base rate in accordance
with the foregoing, the calculation agent in its sole discretion may determine the
business day convention, the definition of business day and the reset dividend
determination date to be used and any other relevant methodology for calculating such
substitute or successor base rate, including any adjustment factor needed to make
such substitute or successor base rate comparable to the five-year treasury rate, in a
manner that is consistent with industry-accepted practices for such substitute or
successor base rate.
The five-year treasury rate will be determined by the calculation agent on the third business
day immediately preceding the applicable reset date.
Dividends on shares of Series W Preferred Stock will not be cumulative. Accordingly, if the
board of directors of The Goldman Sachs Group, Inc. (or a duly authorized committee of the board)
does not declare a dividend on the Series W Preferred Stock payable in respect of any dividend period
before the related dividend payment date, such dividend will not accrue and we will have no obligation
to pay a dividend for that dividend period on the dividend payment date or at any future time, whether
or not dividends on the Series W Preferred Stock are declared for any future dividend period.
So long as any share of Series W Preferred Stock remains outstanding, no dividend shall be
paid or declared on our common stock or any other shares of our junior stock (as defined below) (other
than a dividend payable solely in junior stock), and no common stock or other junior stock shall be
purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than as
a result of a reclassification of junior stock for or into other junior stock, or the exchange or conversion
of one share of junior stock for or into another share of junior stock and other than through the use of
the proceeds of a substantially contemporaneous sale of junior stock), during a dividend period, unless
the full dividends for the latest completed dividend period on all outstanding shares of Series W
Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof
has been set aside). However, the foregoing provision shall not restrict the ability of Goldman Sachs &
Co. LLC, or any of our other affiliates, to engage in any market-making transactions in our junior stock
in the ordinary course of business.
As used in this prospectus supplement, “junior stock” means any class or series of stock of
The Goldman Sachs Group, Inc. that ranks junior to the Series W Preferred Stock either as to the
payment of dividends or as to the distribution of assets upon any liquidation, dissolution or winding-up
of The Goldman Sachs Group, Inc. Junior stock includes our common stock.
When dividends are not paid (or duly provided for) on any dividend payment date (or, in the
case of parity stock, as defined below, having dividend payment dates different from the dividend
payment dates pertaining to the Series W Preferred Stock, on a dividend payment date falling within
the related dividend period for the Series W Preferred Stock) in full on the Series W Preferred Stock
and any shares of parity stock, all dividends declared on the Series W Preferred Stock and all such
equally ranking securities payable on such dividend payment date (or, in the case of parity stock
having dividend payment dates different from the dividend payment dates pertaining to the Series W
Preferred Stock, on a dividend payment date falling within the related dividend period for the Series W
Preferred Stock) shall be declared pro rata so that the respective amounts of such dividends shall bear
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the same ratio to each other as all accrued but unpaid dividends per share on the Series W Preferred
Stock and all parity stock payable on such dividend payment date (or, in the case of parity stock having
dividend payment dates different from the dividend payment dates pertaining to the Series W Preferred
Stock, on a dividend payment date falling within the related dividend period for the Series W Preferred
Stock) bear to each other.
As used in this prospectus supplement, “parity stock” means any other class or series of stock
of The Goldman Sachs Group, Inc. that ranks equally with the Series W Preferred Stock in the
payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of
The Goldman Sachs Group, Inc. Parity stock includes the Series A Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series J
Preferred Stock, Series K Preferred Stock, Series O Preferred Stock, Series P Preferred Stock, Series
Q Preferred Stock, Series R Preferred Stock, Series S Preferred Stock, Series T Preferred Stock,
Series U Preferred Stock and Series V Preferred Stock.
Subject to the foregoing, such dividends (payable in cash, stock or otherwise) as may be
determined by our board of directors (or a duly authorized committee of the board) may be declared
and paid on our common stock and any other stock ranking equally with or junior to the Series W
Preferred Stock from time to time out of any funds legally available for such payment, and the
shares of the Series W Preferred Stock shall not be entitled to participate in any such dividend.
Dividends on the Series W Preferred Stock will not be declared, paid or set aside for payment
if and to the extent such act would cause us to fail to comply with applicable laws and regulations. The
certificate of designations creating the Series W Preferred Stock provides that dividends on the Series
W Preferred Stock may not be declared or set aside for payment if and to the extent such dividends
would cause us to fail to comply with applicable capital adequacy rules.
Liquidation Rights
Upon any voluntary or involuntary liquidation, dissolution or winding-up of The Goldman Sachs
Group, Inc., holders of Series W Preferred Stock are entitled to receive out of assets of The Goldman
Sachs Group, Inc. available for distribution to stockholders, after satisfaction of liabilities to creditors, if
any, before any distribution of assets is made to holders of common stock or of any of our other shares
of stock ranking junior as to such a distribution to the shares of Series W Preferred Stock, a liquidating
distribution in the amount of $25,000 per share (equivalent to $1,000 per depositary share) plus
declared and unpaid dividends, without accumulation of any undeclared dividends. Holders of Series
W Preferred Stock will not be entitled to any other amounts from us after they have received their full
liquidation preference.
The Series W Preferred Stock, like our other series of preferred stock, may be fully
subordinate to any interests held by the U.S. government in the event of a receivership, insolvency,
liquidation, or similar proceeding, including a proceeding under the “orderly liquidation authority”
provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As required by the
Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations issued by the Federal
Reserve Board and the FDIC, The Goldman Sachs Group, Inc. is required to provide to the Federal
Reserve Board and the FDIC a plan for its rapid and orderly resolution in the event of material financial
distress affecting the firm or the failure of The Goldman Sachs Group, Inc. In its most recent resolution
plan submitted to the Federal Reserve Board and the FDIC, The Goldman Sachs Group, Inc. would be
resolved under the U.S. Bankruptcy Code.
In any such distribution, if the assets of The Goldman Sachs Group, Inc. are not sufficient to
pay the liquidation preferences in full to all holders of Series W Preferred Stock and all holders of any
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other shares of our stock ranking equally as to such distribution with the Series W Preferred Stock, the
amounts paid to the holders of Series W Preferred Stock and to the holders of all such other stock will
be paid pro rata in accordance with the respective aggregate liquidation preferences of those holders.
In any such distribution, the “liquidation preference” of any holder of preferred stock means the amount
payable to such holder in such distribution, including any declared but unpaid dividends (and any
unpaid, accrued cumulative dividends in the case of any holder of stock on which dividends accrue on
a cumulative basis). If the liquidation preference has been paid in full to all holders of Series A
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series
F Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series O Preferred Stock,
Series P Preferred Stock, Series Q Preferred Stock, Series R Preferred Stock, Series S Preferred
Stock, Series T Preferred Stock, Series U Preferred Stock, Series V Preferred Stock, Series W
Preferred Stock and any other shares of our stock ranking equally as to the liquidation distribution, the
holders of our other stock shall be entitled to receive all remaining assets of The Goldman Sachs
Group, Inc. according to their respective rights and preferences.
For purposes of this section, the merger or consolidation of The Goldman Sachs Group, Inc.
with any other entity, including a merger or consolidation in which the holders of Series W Preferred
Stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or
substantially all of the assets of The Goldman Sachs Group, Inc., for cash, securities or other property
shall not constitute a liquidation, dissolution or winding-up of The Goldman Sachs Group, Inc.
Redemption
The Series W Preferred Stock is perpetual and has no maturity date, and is not subject to any
mandatory redemption, sinking fund or other similar provisions. We may, at our option, redeem the
Series W Preferred Stock (i) in whole or in part, on any dividend payment date on or after the First
Reset Date or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital
Treatment Event, in each case, upon not less than 15 nor more than 60 days’ notice, at a redemption
price of $25,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid
dividends to, but excluding the date of redemption, without accumulation of undeclared dividends.
Holders of Series W Preferred Stock will have no right to require the redemption or repurchase of the
Series W Preferred Stock.
We are a bank holding company and a financial holding company regulated by the Federal
Reserve Board. We intend to treat the Series W Preferred Stock as “tier 1 capital” (or its equivalent) for
purposes of the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the
capital adequacy rules or regulations of any successor appropriate federal banking agency).
A “Regulatory Capital Treatment Event” means the good faith determination by The Goldman
Sachs Group, Inc. that, as a result of (i) any amendment to, or change in, the laws, rules or regulations
of the United States or any political subdivision of or in the United States that is enacted or becomes
effective after the initial issuance of any share of the Series W Preferred Stock, (ii) any proposed
change in those laws, rules or regulations that is announced or becomes effective after the initial
issuance of any share of the Series W Preferred Stock, or (iii) any official administrative decision or
judicial decision or administrative action or other official pronouncement interpreting or applying those
laws, rules or regulations or policies with respect thereto that is announced after the initial issuance of
any share of the Series W Preferred Stock, there is more than an insubstantial risk that The Goldman
Sachs Group, Inc. will not be entitled to treat the full liquidation preference amount of $25,000 per
share of Series W Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of
the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy
rules or regulations of any successor appropriate federal banking agency) as then in effect and
applicable, for so long as any share of Series W Preferred Stock is outstanding. “Appropriate federal
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banking agency” means the “appropriate federal banking agency” with respect to us as that term is
defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision.
We will not exercise our option to redeem any shares of preferred stock without obtaining the
approval of the Federal Reserve Board (or any successor appropriate federal banking agency) as
required by applicable law. Under the Federal Reserve Board’s capital adequacy rules, prior to
redeeming the Series W Preferred Stock, or immediately thereafter, we must replace the Series W
Preferred Stock being redeemed with other tier 1 capital (e.g., common stock or another series of
noncumulative perpetual preferred stock) or demonstrate to the satisfaction of the Federal Reserve
that, following the redemption, we will continue to hold capital commensurate with our risk.
If shares of Series W Preferred Stock are to be redeemed, the notice of redemption shall be
given by first class mail to the holders of record of Series W Preferred Stock to be redeemed, mailed
not less than 15 days nor more than 60 days prior to the date fixed for redemption thereof (provided
that, if the depositary shares representing the Series W Preferred Stock are held in global form through
The Depository Trust Company, or “DTC”, we may give such notice in any manner permitted by the
DTC). Each notice of redemption will include a statement setting forth: (i) the redemption date, (ii) the
number of shares of Series W Preferred Stock to be redeemed and, if less than all the shares held by
such holder are to be redeemed, the number of such shares to be redeemed from such holder, (iii) the
redemption price and (iv) the place or places where holders may surrender certificates evidencing
shares of Series W Preferred Stock for payment of the redemption price. If notice of redemption of any
shares of Series W Preferred Stock has been given and if the funds necessary for such redemption
have been set aside by us for the benefit of the holders of any shares of Series W Preferred Stock so
called for redemption, then, from and after the redemption date, dividends will cease to accrue on such
shares of Series W Preferred Stock, such shares of Series W Preferred Stock shall no longer be
deemed outstanding and all rights of the holders of such shares will terminate, except the right to
receive the redemption price.
In case of any redemption of only part of the shares of the Series W Preferred Stock at the
time outstanding, the shares to be redeemed shall be selected either pro rata or by lot.
See “Description of Depositary Shares” below for information about redemption of the
depositary shares relating to our Series V Preferred Stock.
Voting Rights
Except as provided below or as required by law, the holders of Series W Preferred Stock will
have no voting rights.
Whenever dividends on any shares of Series W Preferred Stock shall have not been declared
and paid for any dividend periods that, in aggregate, equal 18 months, whether or not for consecutive
dividend periods (a “Nonpayment”), the holders of such shares, voting together as a class with holders
of any and all other series of voting preferred stock (as defined below) then outstanding, will be entitled
to vote for the election of a total of two additional members of our board of directors (the “Preferred
Stock Directors”), provided that our board of directors shall at no time include more than two Preferred
Stock Directors. In that event, the number of directors on our board of directors shall automatically
increase by two, and the new directors shall be elected at a special meeting called at the request of the
holders of record of at least 20% of the Series W Preferred Stock or of any other series of voting
preferred stock (unless such request is received less than 90 days before the date fixed for the next
annual or special meeting of the stockholders, in which event such election shall be held at such next
annual or special meeting of stockholders), and at each subsequent annual meeting. These voting
rights will continue until dividends on the shares of Series W Preferred Stock and any such series of
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voting preferred stock for consecutive dividend periods equal to at least one year following the
Nonpayment shall have been fully paid (or declared and a sum sufficient for the payment of such
dividends shall have been set aside for payment).
As used in this prospectus supplement, “voting preferred stock” means any other class or
series of preferred stock of The Goldman Sachs Group, Inc. ranking equally with the Series W
Preferred Stock either as to dividends or the distribution of assets upon liquidation, dissolution or
winding-up and upon which like voting rights have been conferred and are exercisable. Voting
preferred stock includes the Series A Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock, Series F Preferred Stock, Series J Preferred Stock, Series K
Preferred Stock, Series O Preferred Stock, Series P Preferred Stock, Series Q Preferred Stock, Series
R Preferred Stock, Series S Preferred Stock, Series T Preferred Stock, Series U Preferred Stock and
Series V Preferred Stock to the extent their like voting rights are exercisable at such time. Whether a
plurality, majority or other portion of the shares of Series W Preferred Stock and any other voting
preferred stock have been voted in favor of any matter shall be determined by reference to the
liquidation amounts of the shares voted.
If and when dividends for consecutive dividend periods that, in aggregate, equal at least one
year following a Nonpayment have been paid in full (or declared and a sum sufficient for such payment
shall have been set aside), the holders of Series W Preferred Stock shall be divested of the foregoing
voting rights (subject to revesting in the event of each subsequent Nonpayment) and, if such voting
rights for all other holders of voting preferred stock have terminated, the term of office of each
Preferred Stock Director so elected shall terminate and the number of directors on the board of
directors shall automatically decrease by two. Any Preferred Stock Director may be removed at any
time without cause by the holders of record of a majority of the outstanding shares of Series W
Preferred Stock when they have the voting rights described above (voting together as a class with all
series of voting preferred stock then outstanding). So long as a Nonpayment shall continue, any
vacancy in the office of a Preferred Stock Director (other than prior to the initial election after a
Nonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office, or
if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of
Series W Preferred Stock and all voting preferred stock when they have the voting rights described
above (voting together as a class). The Preferred Stock Directors shall each be entitled to one vote per
director on any matter.
So long as any shares of Series W Preferred Stock remain outstanding, we will not, without the
affirmative vote or consent of the holders of at least two-thirds of the outstanding shares of the Series
W Preferred Stock and all other series of voting preferred stock entitled to vote thereon, voting together
as a single class, given in person or by proxy, either in writing or at a meeting:
• amend or alter the provisions of The Goldman Sachs Group, Inc.’s restated certificate
of incorporation or the certificate of designations of the Series W Preferred Stock so as
to authorize or create, or increase the authorized amount of, any class or series of
stock ranking senior to the Series W Preferred Stock with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding-up of The
Goldman Sachs Group, Inc.;
• amend, alter or repeal the provisions of The Goldman Sachs Group, Inc.’s restated
certificate of incorporation or the certificate of designations of the Series W Preferred
Stock so as to materially and adversely affect the special rights, preferences,
privileges or voting powers of the Series W Preferred Stock, taken as a whole; or
• consummate a binding share exchange or reclassification involving the Series W
Preferred Stock or a merger or consolidation of The Goldman Sachs Group, Inc. with
another entity, unless in each case (i) the shares of Series W Preferred Stock remain
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outstanding or, in the case of any such merger or consolidation with respect to which
we are not the surviving or resulting entity, are converted into or exchanged for
preference securities of the surviving or resulting entity or its ultimate parent, and
(ii) such shares remaining outstanding or such preference securities, as the case may
be, have such rights, preferences, privileges and voting powers, taken as a whole, as
are not materially less favorable to the holders thereof than the rights, preferences,
privileges and voting powers of the Series W Preferred Stock, taken as a whole;
provided, however, that any increase in the amount of the authorized or issued Series A Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series O Preferred Stock, Series
P Preferred Stock, Series Q Preferred Stock, Series R Preferred Stock, Series S Preferred Stock,
Series T Preferred Stock, Series U Preferred Stock, Series V Preferred Stock or Series W Preferred
Stock or authorized preferred stock or the creation and issuance, or an increase in the authorized or
issued amount, of other series of preferred stock ranking equally with and/or junior to the Series W
Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or
non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding-up of The
Goldman Sachs Group, Inc. will not be deemed to adversely affect the rights, preferences, privileges or
voting powers of the Series W Preferred Stock.
If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation
described above would adversely affect one or more but not all series of voting preferred stock
(including the Series W Preferred Stock for this purpose), then only the series affected and entitled to
vote shall vote as a class in lieu of all such series of preferred stock.
Without the consent of the holders of Series W Preferred Stock, so long as such action does
not adversely affect the rights, preferences, privileges and voting powers of the Series W Preferred
Stock, we may amend, alter, supplement or repeal any terms of the Series W Preferred Stock:
• to cure any ambiguity, or to cure, correct or supplement any provision contained in the
certificate of designation for the Series W Preferred Stock that may be defective or
inconsistent; or
• to make any provision with respect to matters or questions arising with respect to the
Series W Preferred Stock that is not inconsistent with the provisions of the certificate
of designations.
The foregoing voting provisions will not apply if, at or prior to the time when the act with
respect to which such vote would otherwise be required shall be effected, all outstanding shares of
Series W Preferred Stock shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been set aside by us for the benefit of the holders of Series W Preferred
Stock to effect such redemption.
Transfer Agent, Registrar and Calculation Agent
HSBC Bank USA, National Association will be the transfer agent, registrar, dividend disbursing
agent and redemption agent for the Series W Preferred Stock. Goldman Sachs & Co. LLC will be the
calculation agent for the Series W Preferred Stock.
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DESCRIPTION OF DEPOSITARY SHARES
Please note that in this prospectus supplement, references to “holders” of depositary shares
mean those who own depositary shares registered in their own names, on the books that we or the
depositary maintain for this purpose, and not indirect holders who own beneficial interests in
depositary shares registered in street name or issued in global form through The Depositary Trust
Company. Please review the special considerations that apply to indirect holders in the
accompanying prospectus, under “Legal Ownership and Book-Entry Issuance”.
This prospectus supplement summarizes specific terms and provisions of the depositary
shares relating to our Series W Preferred Stock; terms that apply generally to all our preferred stock
issued in the form of depositary shares (including the depositary shares offered in this prospectus
supplement) are described in “Description of Preferred Stock We May Offer” in the accompanying
prospectus.
General
As described in the accompanying prospectus under “Description of Preferred Stock We May
Offer—Fractional or Multiple Shares of Preferred Stock Issued as Depositary Shares”, we are issuing
fractional interests in shares of preferred stock in the form of depositary shares. Each depositary share
will represent a 1/25th ownership interest in a share of Series W Preferred Stock, and will be
evidenced by a depositary receipt. The shares of Series W Preferred Stock represented by depositary
shares will be deposited under a deposit agreement among The Goldman Sachs Group, Inc., HSBC
Bank USA, National Association (as the depositary) and the holders from time to time of the depositary
receipts evidencing the depositary shares. Subject to the terms of the deposit agreement, each holder
of a depositary share will be entitled, through the depositary, in proportion to the applicable fraction of a
share of Series W Preferred Stock represented by such depositary share, to all the rights and
preferences of the Series W Preferred Stock represented thereby (including dividend, voting,
redemption and liquidation rights).
Immediately following the issuance of the Series W Preferred Stock, we will deposit the Series W
Preferred Stock with the depositary, which will then issue the depositary shares to the underwriters.
Copies of the forms of deposit agreement and the depositary receipt may be obtained from us upon
request and in the manner described in the accompanying prospectus.
Dividends and Other Distributions
The depositary will distribute any cash dividends or other cash distributions received in respect
of the deposited Series W Preferred Stock to the record holders of depositary shares relating to the
underlying Series W Preferred Stock in proportion to the number of depositary shares held by the
holders. The depositary will distribute any property received by it other than cash to the record holders
of depositary shares entitled to those distributions, unless it determines that the distribution cannot be
made proportionally among those holders or that it is not feasible to make a distribution. In that event,
the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to
the holders of the depositary shares in proportion to the number of depositary shares they hold.
Record dates for the payment of dividends and other matters relating to the depositary shares
will be the same as the corresponding record dates for the Series W Preferred Stock.
The amounts distributed to holders of depositary shares will be reduced by any amounts
required to be withheld by the depositary or by us on account of taxes or other governmental charges.
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Redemption of Depositary Shares
If we redeem the Series W Preferred Stock represented by the depositary shares, the
depositary shares will be redeemed from the proceeds received by the depositary resulting from the
redemption of the Series W Preferred Stock held by the depositary. The redemption price per
depositary share will be equal to 1/25th of the redemption price per share payable with respect to the
Series W Preferred Stock (or $1,000 per depositary share). Whenever we redeem shares of Series W
Preferred Stock held by the depositary, the depositary will redeem, as of the same redemption date,
the number of depositary shares representing shares of Series W Preferred Stock so redeemed.
In case of any redemption of less than all of the outstanding depositary shares, the depositary
shares to be redeemed will be selected by the depositary pro rata or by lot. In any such case, we will
redeem depositary shares only in increments of 1,000 shares and any multiple thereof.
Voting the Series W Preferred Stock
When the depositary receives notice of any meeting at which the holders of Series W
Preferred Stock are entitled to vote, the depositary will mail the information contained in the notice to
the record holders of the depositary shares relating to the Series W Preferred Stock. Each record
holder of the depositary shares on the record date, which will be the same date as the record date for
the Series W Preferred Stock, may instruct the depositary to vote the amount of Series W Preferred
Stock represented by the holder’s depositary shares. To the extent possible, the depositary will vote
the amount of Series W Preferred Stock represented by depositary shares in accordance with the
instructions it receives. We will agree to take all reasonable actions that the depositary determines are
necessary to enable the depositary to vote as instructed. If the depositary does not receive specific
instructions from the holders of any depositary shares representing the Series W Preferred Stock, it will
vote all depositary shares of that series held by it proportionately with instructions received.
Listing
Neither the Series W Preferred Stock nor the depositary shares will be listed on any securities
exchange or interdealer market quotation system.
Form of Preferred Stock and Depositary Shares
The depositary shares shall be issued in global form through The Depository Trust Company,
as described in “Legal Ownership and Book-Entry Issuance” in the accompanying prospectus. The
Series W Preferred Stock will be issued in registered form to the depositary. See “Description of
Preferred Stock We May Offer—Form of Preferred Stock and Depositary Shares” in the accompanying
prospectus.
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VALIDITY OF THE SECURITIES
The validity of the Series W Preferred Stock will be passed upon for The Goldman Sachs
Group, Inc. by Richards, Layton & Finger, P.A., Wilmington, Delaware. The validity of the Series W
Preferred Stock and the depositary shares will be passed upon for the underwriters by Sullivan &
Cromwell LLP, New York, New York. Sullivan & Cromwell LLP has in the past represented and
continues to represent The Goldman Sachs Group, Inc. on a regular basis and in a variety of matters,
including offerings of our common stock, preferred stock and debt securities. Sullivan & Cromwell LLP
also performed services for The Goldman Sachs Group, Inc. in connection with the offering of the
depositary shares described in this prospectus supplement.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements and management’s assessment of the effectiveness of internal
control over financial reporting (which is included in Management’s Report on Internal Control over
Financial Reporting) of The Goldman Sachs Group, Inc. incorporated in this prospectus supplement by
reference to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, given on the authority of said firm as experts in auditing and accounting.
With respect to the unaudited financial information of The Goldman Sachs Group, Inc. for
(i) the three month periods ended March 31, 2023 and 2022, and (ii) the three month and six month
periods ended June 30, 2023 and 2022, incorporated by reference in this prospectus supplement,
PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate reports dated (i) May
3, 2023 and (ii) August 2, 2023, incorporated by reference herein state that they did not audit and they
do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance
on their reports on such information should be restricted in light of the limited nature of the review
procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11
of the Securities Act of 1933 for their reports on the unaudited financial information because those
reports are not a “report” or a “part” of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.
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EMPLOYEE RETIREMENT INCOME SECURITY ACT
This section is only relevant to you if you are an insurance company or the fiduciary of a
pension plan or an employee benefit plan (including a governmental plan, an IRA or a Keogh plan)
proposing to invest in the depositary shares.
The U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), prohibit certain transactions
(“prohibited transactions”) involving the assets of an employee benefit plan that is subject to the
fiduciary responsibility provisions of ERISA or Section 4975 of the Code (including individual retirement
accounts, Keogh plans and other plans described in Section 4975(e)(1) of the Code) (a “Plan”) and
certain persons who are “parties in interest” (within the meaning of ERISA) or “disqualified persons”
(within the meaning of the Code) with respect to the Plan; governmental plans may be subject to
similar prohibitions unless an exemption applies to the transaction. The assets of a Plan may include
assets held in the general account of an insurance company that are deemed “plan assets” under
ERISA or assets of certain investment vehicles in which the Plan invests.
Each of The Goldman Sachs Group, Inc. and certain of its affiliates may be considered a “party
in interest” or a “disqualified person” with respect to many Plans, and, accordingly, prohibited
transactions may arise if the depositary shares are acquired by or on behalf of a Plan unless those
depositary shares are acquired and held pursuant to an available exemption. In general, available
exemptions include: transactions effected on behalf of that Plan by a “qualified professional asset
manager” (prohibited transaction exemption 84-14) or an “in-house asset manager” (prohibited
transaction exemption 96-23), transactions involving insurance company general accounts (prohibited
transaction exemption 95-60), transactions involving insurance company pooled separate accounts
(prohibited transaction exemption 90-1), transactions involving bank collective investment funds
(prohibited transaction exemption 91-38), and transactions with service providers under
Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the Plan receives no less and
pays no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and
Section 4975(f)(10) of the Code). The person making the decision on behalf of a Plan or a
governmental plan shall be deemed, on behalf of itself and the Plan, by purchasing and holding the
depositary shares, or exercising any rights related thereto, to represent that (a) the Plan will receive no
less and pay no more than “adequate consideration” (within the meaning of Section 408(b)(17) of
ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the
depositary shares, (b) none of the purchase, holding or disposition of the depositary shares or the
exercise of any rights related to the depositary shares will result in a non-exempt prohibited transaction
under ERISA or the Code (or, with respect to a governmental plan, under any similar applicable law or
regulation), and (c) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a “fiduciary”
(within the meaning of Section 3(21) of ERISA or, with respect to a governmental plan, under any
similar applicable law or regulation) with respect to the purchaser or holder in connection with such
person’s acquisition, disposition or holding of the depositary shares, or as a result of any exercise by
The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with the depositary
shares, and neither The Goldman Sachs Group, Inc. nor any of its affiliates has provided investment
advice in connection with such person’s acquisition, disposition or holding of the depositary shares.
If you are an insurance company or the fiduciary of a pension plan or an employee benefit
plan (including a governmental plan, an IRA or a Keogh plan) and propose to invest in the depositary
shares described in this prospectus supplement and accompanying prospectus, you should consult
your legal counsel.
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UNDERWRITING
The Goldman Sachs Group, Inc. and the underwriters named below have entered into an
underwriting agreement with respect to the depositary shares being offered. Subject to certain
conditions, the underwriters have severally agreed to purchase the respective number of depositary
shares, each representing a 1/25th ownership interest in a share of Series W Preferred Stock,
indicated in the following table. Goldman Sachs & Co. LLC is the representative of the underwriters.
Underwriters
Number of
Depositary Shares
to be Purchased
Goldman Sachs & Co. LLC ........................................... 1,155,000
Academy Securities, Inc. ............................................. 15,000
BNY Mellon Capital Markets, LLC ...................................... 15,000
Drexel Hamilton, LLC ................................................ 15,000
Loop Capital Markets LLC ............................................ 15,000
R. Seelaus & Co., LLC ............................................... 15,000
Samuel A. Ramirez & Company, Inc. ................................... 15,000
TD Securities (USA) LLC ............................................. 15,000
U.S. Bancorp Investments, Inc. ........................................ 15,000
BMO Capital Markets Corp. ........................................... 11,250
Capital One Securities, Inc. ........................................... 11,250
PNC Capital Markets LLC ............................................ 11,250
Scotia Capital (USA) Inc. ............................................. 11,250
ABN AMRO Securities (USA) LLC ..................................... 7,500
Bankinter.es ....................................................... 7,500
BBVA Securities Inc. ................................................ 7,500
C.L. King & Associates, Inc. .......................................... 7,500
Commonwealth Bank of Australia ...................................... 7,500
Danske Markets Inc. ................................................. 7,500
Erste Group Bank AG ............................................... 7,500
Fifth Third Securities, Inc. ............................................ 7,500
Huntington Securities, Inc. ............................................ 7,500
ING Financial Markets LLC ........................................... 7,500
Intesa Sanpaolo IMI Securities Corp. ................................... 7,500
KeyBanc Capital Markets Inc. ......................................... 7,500
Mizuho Securities USA LLC .......................................... 7,500
nabSecurities, LLC .................................................. 7,500
NatWest Markets Securities Inc. ....................................... 7,500
RBC Capital Markets, LLC ............................................ 7,500
Roberts & Ryan, Inc. ................................................ 7,500
Santander US Capital Markets LLC .................................... 7,500
SMBC Nikko Securities America, Inc. ................................... 7,500
Truist Securities, Inc. ................................................ 7,500
UniCredit Capital Markets LLC ........................................ 7,500
CIBC World Markets Corp. ........................................... 3,750
Citizens JMP Securities, LLC ......................................... 3,750
Desjardins Securities Inc. ............................................ 3,750
M&T Securities, Inc. ................................................. 3,750
National Bank of Canada Financial Inc. ................................. 3,750
Regions Securities LLC .............................................. 3,750
Total .............................................................. 1,500,000
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The underwriters are committed to take and pay for all of the depositary shares being offered,
if any are taken.
The following table shows the per share and total underwriting discounts and commissions to
be paid to the underwriters by the company.
Paid by the Company
Underwriting
Discount
Per depositary share ................................................. $ 10.00
Total .............................................................. $ 15,000,000.00
Depositary shares sold by the underwriters to the public will initially be offered at the initial
public offering price set forth on the cover of this prospectus supplement. Any depositary shares sold
by the underwriters to securities dealers may be sold at a discount from the initial public offering price
of up to $6.00 per depositary share from the initial public offering price. Any such securities dealers
may resell any depositary shares purchased from the underwriters to certain other brokers or dealers
at a discount from the initial public offering price of up to $2.50 per depositary share from the initial
public offering price. If all the depositary shares are not sold at the initial public offering price, the
underwriters may change the offering price and the other selling terms.
The underwriters intend to offer the depositary shares for sale in the United States either
directly or through affiliates or other dealers acting as selling agents. The underwriters may also offer
the depositary shares for sale outside the United States either directly or through affiliates or other
dealers acting as selling agents. This prospectus supplement may be used by the underwriters and
other dealers in connection with offers and sales of depositary shares made in the United States,
including offers and sales in the United States of depositary shares initially sold outside the United
States. The depositary shares have not been, and will not be, registered under the Securities Act of
1933 for the purpose of offers or sales outside the United States.
Prior to this offering, there has been no public market for the depositary shares being offered.
Neither the Series W Preferred Stock nor the depositary shares will be listed on any securities
exchange or interdealer market quotation system. We do not expect that there will be any separate
public trading market for the shares of Series W Preferred Stock.
The Goldman Sachs Group, Inc. has been advised by Goldman Sachs & Co. LLC that
Goldman Sachs & Co. LLC intends to make a market in the depositary shares. Other affiliates of The
Goldman Sachs Group, Inc. may also do so. Neither Goldman Sachs & Co. LLC nor any other affiliate,
however, is obligated to do so and any of them may discontinue market-making at any time without
notice. No assurance can be given as to the liquidity or the trading market for the depositary shares.
In connection with the offering, the underwriters may purchase and sell depositary shares in
the open market. These transactions may include short sales, stabilizing transactions and purchases to
cover positions created by short sales. Short sales involve the sale by the underwriters of a greater
number of depositary shares than they are required to purchase in the offering. The underwriters must
close out any short position by purchasing depositary shares in the open market. A short position is
more likely to be created if the underwriters are concerned that there may be downward pressure on
the price of the depositary shares in the open market after pricing that could adversely affect investors
who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of the
depositary shares made by the underwriters in the open market prior to the completion of the offering.
Purchases to cover a short position and stabilizing transactions may have the effect of
preventing or retarding a decline in the market price of the company’s depositary shares, and together
with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the
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depositary shares. As a result, the price of the depositary shares may be higher than the price that
otherwise might exist in the open market. If these activities are commenced, they may be discontinued
at any time. These transactions may be effected in the over-the-counter market or otherwise.
Please note that the information about the original issue date, original issue price and net
proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only to the initial sale of
the depositary shares. If you have purchased a depositary share in a market-making transaction after
the initial sale, information about the price and date of sale to you will be provided in a separate
confirmation of sale.
It is expected that delivery of the depositary shares will be made against payment therefor on
or about the date specified on the cover page of this prospectus supplement, which is the 4th business
day following the date hereof. Under Rule 15c6-1 of the SEC under the Securities Exchange Act of
1934, trades in the secondary market generally are required to settle in two business days, unless the
parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade
depositary shares on any date prior to the second business day before delivery will be required, by
virtue of the fact that the depositary shares initially will settle on the 4th business day following the day
of pricing (“T+4”), to specify an alternate settlement cycle at the time of any such trade to prevent a
failed settlement and should consult their own advisor.
Each underwriter has represented and agreed that it will not offer or sell the depositary shares
in the United States or to United States persons except if such offers or sales are made by or through
Financial Industry Regulatory Authority, Inc. (“FINRA”) member broker-dealers, as permitted by FINRA
regulations.
The depositary shares may not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (the “EEA”). For the purposes of this provision: (a) the
expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer
within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129; and (b) the expression an “offer” includes the communication in any form
and by any means of sufficient information on the terms of the offer and the depositary shares to be
offered so as to enable an investor to decide to purchase or subscribe for the depositary shares.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the “PRIIPs Regulation”) for offering or selling the depositary shares or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the
depositary shares or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
The depositary shares are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the United Kingdom
(“UK”). For the purposes of this provision: (a) a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA; and (b) the expression an “offer” includes the communication in any form and by any means of
sufficient information on the terms of the offer and the depositary shares to be offered so as to enable
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an investor to decide to purchase or subscribe for the depositary shares. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by
virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the depositary shares or
otherwise making them available to retail investors in the UK has been prepared and therefore offering
or selling the depositary shares or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation.
This prospectus supplement is for distribution only to, and is only directed at, persons who
(i) have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”),
(ii) are persons falling within Article 49(2)(a) to (d) (high net-worth companies, unincorporated
associations, etc.) of the Order or (iii) are outside the UK (all such persons together being referred to
as “relevant persons”). This prospectus supplement is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which this document relates is available only to relevant persons and will be engaged in only
with relevant persons.
Each underwriter has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or
cause to be communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in connection
with the issue or sale of the depositary shares in circumstances in which Section 21(1)
of the FSMA does not apply to The Goldman Sachs Group, Inc.; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the depositary shares in, from or otherwise
involving the UK.
The depositary shares may not be offered or sold in Hong Kong by means of any document
other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571
of the Laws of Hong Kong) and any rules made thereunder, or (ii) in other circumstances which do not
result in the document being a “prospectus” as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute
an offer to the public within the meaning of that Ordinance; and no advertisement, invitation or
document relating to the depositary shares may be issued or may be in the possession of any person
for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the
contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to
do so under the securities laws of Hong Kong) other than with respect to depositary shares which are
or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors”
as defined in the Securities and Futures Ordinance and any rules made thereunder.
This prospectus supplement and the accompanying prospectus have not been registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, the
accompanying prospectus and any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the depositary shares may not be circulated or distributed,
nor may the depositary shares be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of
Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in
Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA
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or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of
the SFA, in each case subject to conditions set forth in the SFA.
Where the depositary shares are subscribed or purchased under Section 275 of the SFA by a
relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of
the SFA)) the sole business of which is to hold investments and the entire share capital of which is
owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in
Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that
corporation has acquired the depositary shares under Section 275 of the SFA except: (1) to an
institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2)
of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to
Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where
the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in
Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)
Regulations 2005 of Singapore (“Regulation 32”).
Where the depositary shares are subscribed or purchased under Section 275 of the SFA by a
relevant person which is a trust (where the trustee is not an accredited investor (as defined in
Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is
an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall
not be transferable for six months after that trust has acquired the depositary shares under Section 275
of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person
(as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on
terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its
equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or
by exchange of securities or other assets), (3) where no consideration is or will be given for the
transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or
(6) as specified in Regulation 32.
The depositary shares have not been and will not be registered under the Financial
Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The
depositary shares may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of
any resident of Japan (including any person resident in Japan or any corporation or other entity
organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan
or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration
requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.
The depositary shares may be sold in Canada only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any resale of the depositary shares must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this prospectus supplement and the accompanying prospectus
(including any amendment thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser’s province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser’s province or territory for particulars of these
rights or consult with a legal advisor.
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Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the
underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering.
The depositary shares are not offered, sold or advertised, directly or indirectly, in, into or from
Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any
other offering or regulated trading facility in Switzerland. Accordingly, neither this prospectus
supplement nor any accompanying prospectus or other marketing material constitute a prospectus as
defined in article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus as
defined in article 32 of the Listing Rules of the SIX Swiss Exchange or any other regulated trading
facility in Switzerland. Any resales of the depositary shares by the underwriters thereof may only be
undertaken on a private basis to selected individual investors in compliance with Swiss law. This
prospectus supplement and accompanying prospectus may not be copied, reproduced, distributed or
passed on to others or otherwise made available in Switzerland without our prior written consent. By
accepting this prospectus supplement and accompanying prospectus or by subscribing to the
depositary shares, investors are deemed to have acknowledged and agreed to abide by these
restrictions. Investors are advised to consult with their financial, legal or tax advisers before investing in
the depositary shares.
The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses,
excluding underwriting discounts and commissions, whether paid to Goldman Sachs & Co. LLC or any
other underwriter, will be approximately $300,000.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
Conflicts of Interest
The underwriters and their respective affiliates are full service financial institutions engaged in
various activities, which may include securities trading, commercial and investment banking, financial
advisory, investment management, investment research, principal investment, hedging, financing and
brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time,
performed, and may in the future perform, various financial advisory and investment banking services
for The Goldman Sachs Group, Inc. or its affiliates, for which they received or will receive customary
fees and expenses.
Goldman Sachs & Co. LLC is an affiliate of The Goldman Sachs Group, Inc. As such, Goldman
Sachs & Co. LLC has a “conflict of interest” in this offering within the meaning of FINRA Rule 5121.
Consequently, the offering is being conducted in compliance with the provisions of Rule 5121. Goldman
Sachs & Co. LLC is not permitted to sell depositary shares in this offering to an account over which it
exercises discretionary authority without the prior specific written approval of the account holder.
In the ordinary course of their various business activities, the underwriters and their respective
affiliates may make or hold a broad array of investments and actively trade debt and equity securities
(or related derivative securities) and financial instruments (including bank loans) for their own account
and for the accounts of their customers, and such investment and securities activities may involve
securities and/or instruments of the issuer. The underwriters and their respective affiliates may also
make investment recommendations and/or publish or express independent research views in respect
of such securities or instruments and may at any time hold, or recommend to clients that they acquire,
long and/or short positions in such securities and instruments. Such investment and securities activities
may involve securities and instruments of The Goldman Sachs Group, Inc. If any of the underwriters or
their respective affiliates have a lending relationship with us, certain of those underwriters or their
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respective affiliates routinely hedge, and certain other of those underwriters may hedge, their credit
exposure to us consistent with their customary risk management policies. Typically, these underwriters
and their respective affiliates would hedge such exposure by entering into transactions which consist of
either the purchase of credit default swaps or the creation of short positions in our securities, including
potentially the depositary shares offered hereby. Any such credit default swaps or short positions could
adversely affect future trading prices of the depositary shares offered hereby.
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We have not authorized anyone to provide any
information or to make any representations other than
those contained or incorporated by reference in this
prospectus supplement or the accompanying
prospectus. We take no responsibility for, and can
provide no assurance as to the reliability of, any other
information that others may provide. This prospectus
supplement and the accompanying prospectus is an
offer to sell only the depositary shares offered hereby,
but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained
in this prospectus supplement and the accompanying
prospectus is current only as of the respective dates
of such documents.
TABLE OF CONTENTS
Prospectus Supplement
Page
Summary Information ....................... S-3
Risk Factors ..............................S-10
Description of Series W Preferred Stock .......S-15
Description of Depositary Shares .............S-25
Validity of the Securities .....................S-27
Independent Registered Public Accounting
Firm ...................................S-28
Employee Retirement Income Security Act .....S-29
Underwriting ..............................S-30
Conflicts of Interest .......................S-35
Prospectus dated February 13, 2023
Page
Available Information ....................... 2
Prospectus Summary ....................... 4
Risks Relating to Regulatory Resolution
Strategies and Long-Term Debt
Requirements ........................... 8
Use of Proceeds ........................... 13
Description of Debt Securities We May Offer .... 14
Description of Warrants We May Offer ......... 74
Description of Purchase Contracts We May
Offer ................................... 91
Description of Units We May Offer ............ 96
Description of Preferred Stock We May Offer . . . 102
Description of Common Stock We May Offer .... 110
Description of Capital Stock of The Goldman
Sachs Group, Inc. ........................ 111
Legal Ownership and Book-Entry Issuance ..... 116
Considerations Relating to Floating Rate
Securities ............................... 122
Considerations Relating to Indexed Securities . . . 128
Considerations Relating to Securities
Denominated or Payable in or Linked to a
Non-U.S. Dollar Currency .................. 129
United States Taxation ...................... 132
Plan of Distribution ......................... 153
Conflicts of Interest ....................... 156
Employee Retirement Income Security Act ..... 157
Validity of the Securities ..................... 158
Independent Registered Public Accounting
Firm ................................... 159
Cautionary Statement Pursuant to the Private
Securities Litigation Reform Act of 1995 ...... 159
The Goldman Sachs Group, Inc.
1,500,000 Depositary Shares Each
Representing 1/25
th
Interest
in a Share of
7.50% Fixed-Rate Reset
Non-Cumulative Preferred Stock,
Series W
Goldman Sachs & Co. LLC
Exhibit 107
The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that
offering is $1,500,000,000.
