Type 424B2 GOLDMAN SACHS GROUP INC

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Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-253421

Prospectus Supplement to Prospectus dated March 22, 2021.

 

  CAD1,750,000,000*    
  The Goldman Sachs Group, Inc.               
  Floating Rate Notes due 2025  

 

 

The Goldman Sachs Group, Inc. will pay interest on the notes at a rate per annum of three-month CDOR plus 0.37%, to be reset and payable quarterly on
January 29, April 29, July 29 and October 29, beginning October 29, 2021 for the reopened notes. The notes will mature on the stated maturity date, April 29, 2025, and interest for the final period will accrue to and be
paid on such maturity date.

If The Goldman Sachs Group, Inc. becomes obligated to pay additional amounts to
non-U.S. investors due to changes in U.S. withholding tax requirements, The Goldman Sachs Group, Inc. may redeem the notes before their stated maturity at a price equal to 100% of the principal amount redeemed
plus accrued interest to the redemption date. In addition, The Goldman Sachs Group, Inc. may redeem the notes on April 29, 2024 or on or after March 29, 2025 at 100% of the principal amount redeemed plus accrued and unpaid
interest to but excluding the redemption date. See “Specific Terms of the Notes — Optional Redemption” below. The notes will be issued only in a minimum denomination of CAD100,000 and integral multiples of CAD1,000
thereafter.

 

 

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 or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The notes 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.

The notes have not been and will not be registered under the Securities Act of 1933 for the purpose of
sales outside the United States.

 

 

 

    

Per Note

    

Total

Initial price to public

     100.081    CAD500,405,000

Underwriting discount

     0.250    CAD1,250,000

Proceeds, before expenses, to The Goldman Sachs Group, Inc.

     99.831    CAD499,155,000

The information set forth in the above table relates to CAD500,000,000 principal amount of the reopened notes being
offered on the date of this prospectus supplement. The initial price to public set forth above does not include accrued interest on the reopened notes from July 29, 2021, the date interest starts accruing on the reopened notes. Such accrued
interest to but excluding the date of delivery must be paid by the purchaser at the initial base rate for the reopened notes.

 

 

*This prospectus supplement
relates to CAD1,750,000,000 principal amount of the notes. CAD500,000,000 principal amount of the notes is being offered on the date of this prospectus supplement, which we refer to as “reopened notes”. The underwriters expect to deliver
the reopened notes through the facilities of CDS Clearing and Depository Services Inc. against payment on August 11, 2021.

The remaining
CAD1,250,000,000 principal amount of notes described in this prospectus supplement, which we refer to as the “original notes,” was issued on April 29, 2021 at an original issue price of 100.000% per note, or CAD1,250,000,000 in total, at
an underwriting discount of 0.250% per note, or CAD3,125,000 in total, and with proceeds, before expenses, to The Goldman Sachs Group, Inc. of 99.750% per note, or CAD1,246,875,000.

The notes will be sold in Canada on a private placement basis to “accredited investors” and in certain circumstances also to “permitted
clients”, each as defined under applicable Canadian provincial securities laws, and on a private placement basis in other parts of the world outside of the United States subject to applicable law.

The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the initial sale of the notes. 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 notes after their initial sale and unless they inform the purchaser
otherwise in the confirmation of sale, this prospectus supplement and the accompanying prospectus are being used by them in a market-making transaction.

Goldman Sachs & Co. LLC

BMO Capital Markets   RBC Capital Markets   Scotiabank   TD Securities
National Bank Financial Markets   Desjardins Capital Markets   Laurentian Bank Securities

 

 

 

Prospectus Supplement dated
August 5, 2021.

Table of Contents

TABLE OF CONTENTS

Prospectus Supplement

 

     Page  

Specific Terms of the Notes

     S-3  

Employee Retirement Income Security Act

     S-10  

Validity of the Notes

     S-11  

Independent Registered Public Accounting Firm

     S-11  

Underwriting

     S-12  

Conflicts of Interest

     S-17  
Prospectus dated March 22, 2021

 

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

     65  

Description of Purchase Contracts We May Offer

     82  

Description of Units We May Offer

     87  

Description of Preferred Stock We May Offer

     93  

Description of Capital Stock of The Goldman Sachs Group, Inc.

     101  

Legal Ownership and Book-Entry Issuance

     106  

Considerations Relating to Floating Rate Securities

     112  

Considerations Relating to Indexed Securities

     115  

Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar
Currency

     116  

United States Taxation

     119  

Plan of Distribution

     140  

    Conflicts of Interest

     143  

Employee Retirement Income Security Act

     144  

Validity of the Securities

     145  

Independent Registered Public Accounting Firm

     146  

Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995

     146  

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, the accompanying prospectus or in any free writing prospectuses we have prepared. 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 notes 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.

 

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SPECIFIC TERMS OF THE NOTES

 

Please note that throughout 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, in this section, references to “holders” mean CDS Clearing and Depository
Services Inc. or its nominee and not indirect owners who own beneficial interests in notes through participants in CDS Clearing and Depository Services Inc. Please review the special considerations that apply to indirect owners in the accompanying
prospectus, under “Legal Ownership and Book-Entry Issuance”.

The reopened notes and the original notes that we issued on April
29, 2021 (together, the “notes”) have identical terms except as indicated below and, together, are a series of senior debt securities issued under our senior debt indenture dated as of July 16, 2008, as amended by the Fourth
Supplemental Indenture dated December 31, 2016, and as it may be further amended or supplemented from time to time, between us and The Bank of New York Mellon, as trustee. This prospectus supplement summarizes specific financial and other terms
that will apply to the notes; terms that apply generally to all of our debt securities are described in “Description of Debt Securities We May Offer” in the accompanying prospectus dated March 22, 2021. The terms described here 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.

Terms of the Notes

The specific terms of
this series of notes we are offering will be as follows:

 

•  

Title of the notes:    Floating Rate Notes due 2025

 

•  

Issuer of the notes:    The Goldman Sachs Group, Inc.

 

•  

Total principal amount of the reopened notes:    CAD500,000,000

 

•  

Total aggregate principal amount of notes outstanding upon completion of this
offering:     CAD1,750,000,000 (of this total, CAD1,250,000,000 of which was issued on April 29, 2021)

 

•  

Initial public offering price:    100.081% of the principal amount of the reopened notes, plus
accrued interest of CAD0.28849316 per CAD1,000 note from July 29, 2021 (assuming delivery on August 11, 2021)

 

•  

Underwriting discount:    0.250% of the principal amount of the reopened notes

 

•  

Issue date:    August 11, 2021 (for the reopened notes), April 29, 2021 (for
the original notes)

 

•  

Stated maturity:    April 29, 2025

 

•  

Denomination:    Integral multiples of CAD1,000, subject to a minimum denomination of CAD100,000

 

•  

Specified currency:    Payments of interest and principal on the notes will be made in Canadian
dollars (“CAD”), except in limited circumstances as described in “Description of Debt Securities We May Offer — Payment Mechanics for Debt Securities” in the accompanying prospectus

Depending on the investor’s functional currency, an investment in a non-U.S. dollar security may present
currency related risks as described in “Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency” in the accompanying prospectus

 

•  

Interest rate:    Base rate plus the spread of 0.37% per annum

 

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•  

Date interest starts accruing on the reopened notes:    July 29, 2021

 

•  

First due date for interest on the reopened notes:    October 29, 2021

 

•  

Base rate:    CDOR (as defined below) for the index maturity and index currency specified below,
as determined with respect to each interest period by the calculation agent as described below under “— Determination of Interest Rate”

 

•  

Index maturity:    Three-month

 

•  

Index currency:    Canadian dollar

 

•  

Initial base rate:    The base rate in effect for the initial interest period for the reopened
notes is 0.44%, which was the three-month CDOR on July 29, 2021

 

•  

Minimum or maximum rate:    None

 

•  

Interest periods: Quarterly; the initial interest period for the reopened notes is the period from and including
July 29, 2021 to, but excluding, October 29, 2021 (the next interest reset date), and the subsequent interest periods will be the periods from and including an interest reset date to, but excluding, the next interest reset date, provided that the
final interest period for the notes will be the period from the interest reset date scheduled for January 29, 2025 to, but excluding, the stated maturity date

 

•  

Interest reset dates:    Every January 29, April 29, July 29 and October 29, commencing on
October 29, 2021 for the reopened notes

 

•  

Calculation Agent:    Goldman Sachs & Co. LLC

 

•  

Interest payment dates:    Every January 29, April 29, July 29 and October 29, commencing on
October 29, 2021 for the reopened notes, provided that for the final interest period, interest will accrue to and be paid on the stated maturity date

 

•  

Day count convention:    Actual/365 (Fixed) (i.e., on the basis of the actual number of days in
the interest period divided by 365)

 

•  

Regular record dates for interest:    For interest due on an interest payment date, the day
immediately prior to the day on which the payment is to be made (as such payment day may be adjusted under the applicable business day convention specified below)

 

•  

Business day:    Any day that is not a Saturday or Sunday, and that is not a day on which
banking institutions are generally authorized or obligated by law, regulation or executive order to close in The City of New York or Toronto

 

•  

Business day convention:    Modified following, as described in the accompanying prospectus
under “Description of Debt Securities We May Offer — Calculations of Interest on Debt Securities — Business Day Conventions”

 

•  

CUSIP Number: 38141GYD0

 

•  

ISIN Code: CA38141GYD01

 

•  

Paying Agent:    BNY Trust Company of Canada

 

•  

Defeasance:    The notes are subject to defeasance and covenant defeasance by us, as described
in the accompanying prospectus under “Description of Debt Securities We May Offer — Defeasance and Covenant Defeasance”

 

•  

Additional amounts:    We intend to pay principal and interest without deducting U.S.
withholding taxes. If we are required to deduct U.S. withholding taxes from payment to non-U.S. investors,

 

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however, we will pay additional amounts on those payments, but only to the extent described in the accompanying prospectus under “Description of Debt Securities We May
Offer — Payment of Additional Amounts”.

 

•  

Tax Redemption:    We will have the option to redeem the notes before they mature (at par plus
accrued interest) if we become obligated to pay additional amounts because of changes in U.S. withholding tax requirements as described in the accompanying prospectus under “Description of

  Debt Securities We May Offer — Redemption and Repayment — Tax Redemption”. For purposes of the first paragraph under “Description of Debt Securities We May Offer — Redemption
and Repayment — Tax Redemption”, the specified date (on or after which any such changes that may occur will give rise to our redemption right) is April 22, 2021.

We will give the notice of redemption in the manner described under “Description of Debt Securities We May Offer — Notices” in
the accompanying prospectus.

 

•  

Optional Redemption:    In addition, on April 29, 2024 or on or after March 29, 2025, we
may redeem the notes at our option, in whole, but not in part, upon not less than 10 days’ nor more than 60 days’ prior written notice, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued
and unpaid interest to but excluding the redemption date. We will give the notice of redemption in the manner described under “Description of Debt Securities We May Offer — Notices” in the accompanying prospectus.

 

•  

No other redemption:    We will not be permitted to redeem the notes before their stated
maturity, except as described above. The notes will not be entitled to the benefit of any sinking fund — that is, we will not deposit money on a regular basis into any separate custodial account to repay your note.

 

•  

Repayment at option of holder:    None

 

•  

Sales Restrictions:    The notes will be sold in Canada on a private placement basis only to
“accredited investors” and, if being sold by Goldman Sachs & Co. LLC or being sold to purchasers that are individuals, that are “permitted clients”, each as defined under applicable Canadian provincial securities laws, and on
a private placement basis in other parts of the world subject to applicable law. Any resale of the notes in Canada by purchasers must be made (1) through an appropriately registered dealer, or pursuant to an exemption from the dealer
registration requirements of applicable Canadian provincial securities laws, or in circumstances where Canadian dealer registration requirements do not apply, and (2) in accordance with, or pursuant to an exemption from, the prospectus
requirements of applicable Canadian provincial securities laws or in circumstances where Canadian prospectus requirements do not apply. Although the notes have been registered with the U.S. Securities and Exchange Commission, they have not been
qualified for distribution under the securities laws of Canada and are not freely tradeable in any province or territory of Canada. The notes will bear a legend regarding applicable Canadian resale restrictions.

 

•  

Exchange rate agent:    Holders will not be entitled to receive payments on the notes in any
currency other than CAD, except that, if CAD are unavailable for a payment due to circumstances beyond our control, such as the imposition of exchange controls or a disruption in the currency markets, we will be entitled to satisfy our obligation to
make the payment in CAD by making the payment in U.S. dollars, on the basis of the exchange rate determined by an exchange rate agent to be appointed by us, in its discretion. We would expect to appoint Goldman Sachs & Co. LLC or any of our
other affiliates to serve as exchange rate agent if any of those circumstances in which payment is to be made in a currency other than the specified currency were to occur. We may change the exchange rate agent from time to time after its
appointment without your consent and without notifying you of the change. See “Description of Debt Securities We May Offer — Payment Mechanics for Debt Securities — How We Will Make Payments Due in Other Currencies” in the
accompanying prospectus.

 

•  

FDIC:    The notes 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

 

S-5

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Determination of Interest Rate

Your notes will bear interest for each interest period at a per annum rate equal to 0.37% above “CDOR” (see below). The calculation agent will
determine CDOR in the following manner:

 

•  

CDOR will be an interest rate per annum equal to the arithmetic average (rounded to the upwards to the nearest whole
multiple of 0.00001% place) of the annual bid rates of interest for CAD bankers’ acceptances having a 90-day term to maturity and a principal amount equal to CAD 1,250,000,000 (or a term and face amount
as closely as possible comparable to such maturity and principal amount) that appears on the Refinitiv Benchmark Services (UK) Limited CDOR Page (or any successor or replacement page) as of 10:15 a.m. (Toronto time) on the interest reset date
for such interest period.

 

•  

If fewer than three such bid rates appear on the Refinitiv Benchmark Services (UK) Limited CDOR Page as of 10:15 a.m.
(Toronto time) on the related interest reset date, then CDOR for such interest period shall be determined by the calculation agent using a substitute or successor base rate that it has determined in its sole discretion is most comparable to CDOR. If
the calculation agent determines on the relevant interest reset date that CDOR has been discontinued, then the calculation agent will use a substitute or successor base rate that it has determined in its sole discretion is most comparable to CDOR,
provided that if the calculation agent determines there is an industry-accepted successor base rate, then the calculation agent shall use such successor base 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 interest reset 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 CDOR, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate.

Unless the calculation agent uses a substitute or successor rate as so provided, if CDOR is unavailable and/or cannot be
determined in the manner described above on the determination date, CDOR will be determined by the calculation agent, after consulting such sources as it deems comparable to the foregoing display page, or any other source it deems reasonable, in its
sole discretion.

The calculation agent’s determination of any interest rate, and its calculation of the amount of interest for any interest
period, will be on file at our principal offices, will be made available to any noteholder upon request and will be final and binding in the absence of manifest error.

All Canadian dollar amounts resulting from the calculation of interest, as described above during the relevant periods, will be rounded to the nearest
cent.

In this subsection, the term “Refinitiv Benchmark Services (UK) Limited CDOR Page” means the display designated as the
“CDOR03” page on the Refinitiv Benchmark Services (UK) Limited (or such other page as may replace the CDOR page on that service), for the purpose of displaying, among other things, Canadian dollar bankers’ acceptance rates.

Additional Considerations Relating to CDOR

Please refer to the discussion under “Considerations Relating to Floating Rate Securities” in the accompanying prospectus for a description of
the considerations relating to CDOR.

Additional Information About the Notes

The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes

We have appointed Goldman Sachs & Co. LLC as the calculation agent for the notes. As calculation agent for your notes, Goldman Sachs & Co. LLC
will make determinations with respect to

 

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the notes as specified in this prospectus supplement and in the accompanying prospectus dated March 22, 2021 and may have discretion in calculating the amounts payable in respect of the
notes. If Goldman Sachs & Co. LLC determines that CDOR has been discontinued in accordance with the foregoing, then it will determine, among other things, the substitute or successor base rate, any adjustment factor needed to make such
substitute or base rate comparable to CDOR, the business day convention, the definition of business day, the interest reset date to be used and any other relevant methodology for calculating such substitute or successor base rate, and such
determinations will be conclusive and binding absent manifest error. The exercise of this discretion by Goldman Sachs & Co. LLC could adversely affect the value of your notes 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.

Book-Entry Notes

We will issue the notes only in book-entry
form — i.e., as global notes registered in the name of CDS Clearing and Depository Services Inc. (“CDS”), as depository, or a successor or its nominee. The sale of the notes will settle in immediately available funds
through CDS. See “Legal Ownership and Book-Entry Issuance” in the accompanying prospectus for additional information relating to the depository. You will not be permitted to withdraw the notes from CDS except in the limited situations
described in the accompanying prospectus under “Legal Ownership and Book-Entry Issuance — What Is a Global Security? — Holder’s Option to Obtain a Non-Global Security; Special Situations
When a Global Security Will Be Terminated”.

Investors may hold interests in a global note through organizations that participate, directly or
indirectly, in the CDS system. See “Legal Ownership and Book-Entry Issuance” in the accompanying prospectus for additional information about indirect ownership of interests in the notes.

For as long as the notes are maintained in book-entry form at CDS, CDS or its nominee will be the registered owner of the notes for all purposes and all
payments on the notes will be made to CDS in accordance with its applicable procedures (or as otherwise described under “Legal Ownership and Book-Entry Issuance” in the accompanying prospectus). Consequently, you will need to look to CDS
(and its participants through which you own your interest in the notes) for any payment or to exercise any rights in respect of the notes. We have no responsibility for the actions of CDS or its participants, and your ability to receive payments or
exercise any rights in respect of the notes will be subject to their procedures.

Investors may elect to hold interests in the notes outside Canada
through Clearstream Banking, société anonyme (“Clearstream”), and Euroclear Bank S.A./ N.V. (“Euroclear”), if they are participants in those systems, or indirectly through organizations that are participants in
those systems. Clearstream and Euroclear will hold interests on behalf of their participants through securities accounts in Clearstream’s and Euroclear’s names on the books of their respective subcustodians. The interests are ultimately
held through a CDS participant that acts as subcustodian for Euroclear or Clearstream, as applicable. See “Legal Ownership and Book-Entry Issuance” in the accompanying prospectus.

Transfers between CDS and Clearstream or Euroclear

Cross-market transfers between persons holding directly or indirectly through CDS participants, on the one hand, and directly or indirectly through
Clearstream or Euroclear participants, on the other, will be effected in CDS in accordance with CDS rules; however, such cross-market transactions will require delivery of instructions to the relevant clearing system by the counterparty in such
system in accordance with its rules and procedures and within its established deadlines. The relevant clearing system will, if the transaction meets its settlement requirements, deliver instructions to CDS directly or through its Canadian
subcustodian to take action to effect final settlement on its behalf by delivering or receiving notes in CDS, and making or receiving payment in accordance with normal procedures for

 

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settlement in CDS. Clearstream participants and Euroclear participants may not deliver instructions directly to CDS or the Canadian subcustodians.

Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a CDS participant may be made
during subsequent securities settlement processing and dated the business day following the CDS settlement date. Such credits or any transactions in such notes settled during such processing will be reported to the relevant Clearstream participants
or Euroclear participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream participant or a Euroclear participant to a CDS participant will be received with value on the CDS
settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in CDS.

CDS
Clearing and Depository Services Inc.

CDS is Canada’s national securities depository, clearing and settlement hub, supporting Canada’s
equity, fixed income and money markets. Functioning as a service utility for the Canadian financial community, CDS provides a wide variety of computer automated services for financial institutions and investment dealers active in domestic and
international capital markets. CDS participants include banks, investment dealers and trust companies and may include certain of the underwriters. Indirect access to CDS is available to other organizations that clear through or maintain a custodial
relationship with a CDS participant. Transfers of ownership and other interests in notes in CDS, including cash distributions, may only be processed through CDS participants and will be completed in accordance with existing CDS rules and procedures.
CDS is headquartered in Toronto and has offices in Montreal, Vancouver and Calgary.

CDS is a subsidiary of The Canadian Depository for Securities
Limited, part of TMX Group Limited.

Information for Canadian Investors

The rights and remedies available to Canadian investors are governed by Canadian securities laws. Canadian investors may be subject to Canadian tax law
and should consult their own legal and tax advisors with respect to the Canadian tax consequences of owning the notes.

 

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United States Federal Income Tax Consequences

You should carefully consider, among other things, the matters set forth under “United States Taxation” in the accompanying prospectus. The
following discussion supplements the section “United States Taxation” in the accompanying prospectus and is subject to the limitations and exceptions set forth therein.

Your notes will be treated as variable rate debt securities for United States Federal income tax purposes as described under “United States
Taxation — Taxation of Debt Securities — United States Holders — Variable Rate Debt Securities” in the accompanying prospectus. In addition, we have determined that the notes should not be treated as
issued with original issue discount for United States Federal income tax purposes.

If you are a United States holder (as the term is defined in the
accompanying prospectus) you will be subject to the special rules governing notes that are denominated in a non-U.S. dollar currency. Those rules are discussed under “United States
Taxation — Taxation of Debt Securities — United States Holders”. You should also consult your own tax advisor regarding these matters.

Subject to the discussion in the accompanying prospectus regarding amortizable bond premium, if you are a United States holder, you will generally be
taxed on interest on the notes as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes. However, the portion of the first interest payment on the reopened notes that
represents a return of the accrued interest that you paid as part of the issue price of the reopened notes (“Pre-Issuance Accrued Interest”) will not be treated as an interest payment for United States federal income tax purposes, and will
accordingly only be taxable to the extent that the U.S. dollar value of the Canadian dollar amount that you receive in respect of such Pre-Issuance Accrued Interest differs from the U.S. dollar value of the amount you paid in respect of such
interest. Any such difference should give rise to ordinary foreign currency gain or loss.

Upon a sale or retirement of the notes, you will generally
recognize gain or loss equal to the difference, if any, between (i) the U.S. dollar value of the amount realized on the sale or retirement (other than amounts attributable to accrued but unpaid interest, which would be treated as interest payments
except to the extent that such amounts are a return of Pre-Issuance Accrued Interest), and (ii) your adjusted tax basis in the notes. Your adjusted tax basis in the notes generally will equal the U.S. dollar cost of the notes to you, reduced by any
bond premium that you previously amortized with respect to the notes and, if such disposition occurs after the first interest payment, reduced by an amount equal to the U.S. dollar value on the issue date of the Pre-Issuance Accrued Interest that
was previously received by you. Such gain or loss will be capital gain or loss except to the extent attributable to changes in exchange rates.

 

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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 notes.

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) (each, 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. The Goldman Sachs Group, Inc. and certain of its affiliates each may be considered a “party in interest” or a “disqualified person” with respect to many Plans, and, accordingly, prohibited transactions may
arise if the notes are acquired or held by or on behalf of a Plan unless those notes 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 notes, 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
notes, (b) none of the purchase, holding or disposition of the notes or the exercise of any rights related to the notes 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 notes, 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 notes, 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 notes.

 

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 notes described in this prospectus supplement and accompanying prospectus, you should consult your legal counsel.

 

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VALIDITY OF THE NOTES

The validity of the notes 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 notes described in this prospectus supplement.

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 of The Goldman Sachs Group, Inc. for the year ended December 31, 2020 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 the three month periods ended March 31, 2021 and 2020, incorporated by reference in this prospectus supplement, and the unaudited consolidated financial statements of The Goldman Sachs Group, Inc. for the three and
six months ended June 30, 2021 and 2020, 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 May 3, 2021 and August 3, 2021, 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 the reports are not “reports” 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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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement with respect to CAD500,000,000 principal amount of the reopened notes.
Subject to certain conditions, each underwriter named below has severally agreed to purchase the principal amount of reopened notes indicated in the following table.

 

Underwriters

   Principal Amount
of Reopened Notes
 

Goldman Sachs & Co. LLC  

     CAD125,000,000  

BMO Nesbitt Burns Inc.

     82,500,000  

RBC Dominion Securities Inc.

     82,500,000  

Scotia Capital Inc.

     82,500,000  

TD Securities Inc.

     82,500,000  

National Bank Financial Inc.

     25,000,000  

Desjardins Securities Inc.

     10,000,000  

Laurentian Bank Securities Inc.

     10,000,000  
  

 

 

 

Total

     CAD500,000,000  
  

 

 

 

The underwriters are committed to take and pay for all of the reopened notes being offered, if any are taken.

The following table shows the per note and total underwriting discounts and commissions to be paid to the underwriters by us for the reopened notes.

 

Per note

     CAD          2.50  

Total

     CAD1,250,000  

The reopened notes sold by the underwriters to the public will initially be offered at the initial price to public set
forth on the cover of this prospectus supplement. If all the reopened notes are not sold at the initial price to public, the underwriters may change the initial price to public and the other selling terms. The offering of the notes by the
underwriters is subject to their receipt and acceptance of the notes and subject to their right to reject any order in whole or in part.

The
underwriters intend to offer the reopened notes for sale in Canada on a private placement basis only to “accredited investors” and in the case of sales by Goldman Sachs & Co. LLC or sales to individuals, that are also “permitted
clients”, each within the meaning of the applicable Canadian provincial securities laws, and on a private placement basis in other parts of the world subject to applicable law, either directly or through affiliates or other dealers acting as
selling agents. Resales of reopened the notes in Canada by purchasers will be subject to restrictions under Canadian securities laws. The underwriters intend to offer the reopened notes 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 in the United States of notes initially sold outside the United States. The
reopened notes have not been, and will not be, registered under the Securities Act of 1933 for the purpose of sales outside the United States. In addition, the underwriters may offer the reopened notes for sale in the United States.

Each underwriter has represented and agreed that it will not offer or sell the reopened notes 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.

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 reopened notes. If you have purchased a note 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.

 

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The reopened notes are new issues of securities with no established trading market. The Goldman Sachs
Group, Inc. has been advised by the underwriters that Goldman Sachs & Co. LLC, BMO Nesbitt

Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc.
and TD Securities Inc. intend to make a market in the notes. Other affiliates of the underwriters may also do so. Neither the underwriters nor any of their affiliates, however, are 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 notes.

We have not applied and do not intend to
apply to list the reopened notes on any securities exchange or have the notes quoted on a quotation system.

This prospectus supplement may be used
by Goldman Sachs & Co. LLC or any other affiliate in connection with offers and sales of the securities in market-making transactions, as described under “Plan of Distribution —  Market-Making Resales by Affiliates” in
the accompanying prospectus.

The offering will settle on the fourth scheduled business day following the date of the pricing of the notes
(“T+4”) (see page 141 of the accompanying prospectus). Under Rule 15c6-1 promulgated 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 notes on any date prior to the second business day before delivery will be required, by virtue of the fact that the notes
initially will settle 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.

The notes may not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). Consequently
no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. 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 notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

The notes 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”). 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 notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation. 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

 

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  (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 Notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

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 United Kingdom (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 notes 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 notes in, from or otherwise involving the United Kingdom.

The notes 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 notes 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 notes 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 notes may not be circulated or distributed, nor may the notes 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 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.

 

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Where the notes 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 notes 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 notes 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 notes 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 notes 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 notes 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 notes 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 notes 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 notes, 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 notes.

Each underwriter has represented and agreed that the sale and delivery of the notes to any purchaser in Canada by such underwriter shall be made only to
“accredited investors” within the meaning of Canadian securities laws and in compliance with certain other sales restrictions, and so as to be exempt from or made in compliance with the dealer registration requirements of all applicable
Canadian securities laws. Each underwriter has also represented and agreed that it has not and it will not provide to any Canadian purchaser any document or other material that would constitute an

 

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offering memorandum within the meaning of Canadian securities laws (other than the Canadian Offering Memorandum, dated August 5, 2021) with respect to the private placement of the reopened
notes in Canada.

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 U.S. $210,000. This estimate includes approximate amounts of anticipated Canadian provincial filing fees based on sales to residents in specific
provinces.

The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities, including liabilities under
the Securities Act of 1933.

 

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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. and, as such, has a “conflict of interest” in this offering of the
notes within the meaning of FINRA Rule 5121. Consequently, this offering is being conducted in compliance with the provisions of Rule 5121. Goldman Sachs & Co. LLC is not permitted to sell securities 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.

 

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CAD1,750,000,000

The Goldman Sachs Group, Inc.

Floating Rate
Notes due 2025

 

 

 

LOGO

 

 

Goldman Sachs & Co. LLC

 

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