Obligation Goldman Sachs 5.5% ( US38148BAE83 ) en USD

Goldman Sachs

100.058 % ▲

Etas-Unis

US38148BAE83 ( en USD )

5.5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Goldman Sachs US38148BAE83 en USD 5.5%, échéance Perpétuelle

1 000 USD

500 000 000 USD

38148BAE8

BB+ ( Spéculatif )

N/A

10/08/2025 ( Dans 168 jours )

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38148BAE83, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN US38148BAE83, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
424B2 1 d764887d424b2.htm PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206
Prospe c t us Supple m e nt t o t he Prospe c t us da t e d J uly 1 0 , 2 0 1 7 .

T he Goldm a n Sa c hs Group, I nc .

500,000 Depositary Shares
Each Representing 1/25th Interest in a Share of
5.50% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series Q

Each of the 500,000 depositary shares offered hereby represents a 1/25th ownership interest in a share of perpetual 5.50% Fixed -Rate Reset Non-Cumulative Preferred Stock,
Series Q ("Series Q Preferred Stock"), $25,000 liquidation preference per share, of The Goldman Sachs Group, Inc., deposited with The Bank of New York Mellon, 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 Q Preferred Stock (including dividend, voting,
redemption and liquidation rights). You must exercise such rights through the depositary.
Holders of Series Q 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, 2020. Dividends will accrue (i) from the date of original issue to, but excluding, August 10, 2024 at a fixed rate per annum of 5.50%, and (ii) from, and including,
August 10, 2024, 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 3.623%. Payment of dividends on the Series Q 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 Q 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 Q Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the shares of Series Q Preferred Stock (i) in whole or in part, on any dividend payment date on or after August 10, 2024 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 Q Preferred Stock--Redemption" on page S -23, 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 Q Preferred Stock, the depositary will redeem a proportionate number of depositary shares. The Series Q Preferred Stock will not have voting rights,
except as set forth under "Description of Series Q Preferred Stock--Voting Rights" on page S -24.
The Series Q 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 Q 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 -12 of this prospectus supplement to read about factors you should consider before buying the depositary shares.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d of t he se se c urit ie s or pa sse d upon t he
a c c ura c y or a de qua c y of t his prospe c t us supple m e nt . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Per Depositary

Share

Total

Initial public offering price(1)

$
1,000.00
$ 500,000,000.00
Underwriting discount(2)

$
10.00
$
5,000,000.00
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

$
990.00
$ 495,000,000.00

(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 June 17, 2019.
(2)
An underwriting discount of $10.00 per depositary share (or up to $5,000,000.00 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 June 17, 2019.
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.
Goldm a n Sa c hs & Co. LLC

ANZ Securities

BB&T Capital Markets
BBVA Securities

BMO Capital Markets
BNY Mellon Capital Markets, LLC

Capital One Securities
Commonwealth Bank of Australia

Danske Markets Inc.
Fifth Third Securities

FTN Financial Securities Corp.
Huntington Capital Markets

ING
KeyBanc Capital Markets

Lloyds Securities
Mizuho Securities

nabSecurities, LLC
NatWest Markets

PNC Capital Markets LLC
RBC Capital Markets

Regions Securities LLC
Santander

Scotiabank
SMBC Nikko

Standard Chartered Bank
SunTrust Robinson Humphrey

TD Securities
UniCredit Capital Markets

US Bancorp
Academy Securities

Drexel Hamilton
Mischler Financial Group, Inc.

Siebert Cisneros Shank & Co., L.L.C.

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PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT

Prospectus Supplement dated June 12, 2019.
Table of Contents
SU M M ARY I N FORM AT I ON
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 Q 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 July 10, 2017, 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.

I ssue r:
The Goldman Sachs Group, Inc.
Se c urit ie s offe re d:
500,000 depositary shares each representing a 1/25th
ownership interest in a share of perpetual 5.50% Fixed-Rate
Reset Non-Cumulative Preferred Stock, Series Q, $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 Q Preferred Stock represented by
such depositary share, to all the rights and preferences of the
Series Q 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 Q Preferred Stock,
and all the additional shares would be deemed to form a single
series with the depositary shares representing shares of
Series Q 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.
Divide nds:
Dividends on the Series Q 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, 2020. Dividends will accrue on
the liquidation preference amount of $25,000 per share of the
Series Q Preferred Stock (equivalent to $1,000

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per depositary share) (i) from the date of original issue to, but
excluding, August 10, 2024 (the "First Reset Date") at a fixed
rate per annum of 5.50%, and (ii) from, and including, the First
Reset Date, during each reset period, at a rate per annum
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PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
equal to the five-year treasury rate as of the most recent reset
dividend determination date (as described elsewhere in this
prospectus supplement) plus 3.623%.

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 Q Preferred Stock-- Dividends"
below for further information on how dividends are calculated.

Payment dates are subject to adjustment for business days.
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 Q Preferred Stock
and will end on and exclude the February 10, 2020 dividend
payment date.

Dividends on shares of Series Q Preferred Stock will not be
cumulative and will not be mandatory. In the event dividends
are not declared on the Series Q 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

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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 Q Preferred Stock are declared for any future dividend
period.

Payment of dividends on the Series Q Preferred Stock is
subject to certain legal, regulatory and other restrictions
described under "Description of Series Q Preferred Stock--
Dividends" below.

So long as any share of Series Q 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 Q 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 Q Preferred Stock shall be purchased, redeemed or
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PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
otherwise acquired for consideration by us, directly or indirectly
(other 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 Q
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 Q
Preferred Stock and any shares of other classes or series of
our securities that rank equally with the Series Q 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 Q
Preferred Stock and all such equally ranking securities for
such dividend period shall be

S-4
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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 Q
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 Q
Preferred Stock from time to time out of any funds legally
available for such payment, and the shares of the Series Q
Preferred Stock shall not be entitled to participate in any such
dividend.
Divide nd pa ym e nt da t e s:
The 10th day of February and August of each year,
commencing on February 10, 2020, 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.
Re de m pt ion:
The Series Q Preferred Stock is perpetual and has no maturity
date. We may, at our option, redeem the shares of Series Q
Preferred Stock (i) in whole or in part, on any dividend
payment date on or after the First Reset Date or (ii) in whole
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PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
but not in 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 Q Preferred
Stock, the depositary will redeem a proportionate number of
depositary shares.

S-5
Table of Contents

Neither holders of Series Q Preferred Stock nor holders of
depositary shares will have the right to require the redemption
or repurchase of the Series Q Preferred Stock.

Redemption of Series Q Preferred Stock is subject to certain
legal, regulatory and other restrictions described under
"Description of Series Q Preferred Stock--Redemption" below.
Liquida t ion right s:
Upon any voluntary or involuntary liquidation, dissolution or
winding-up of The Goldman Sachs Group, Inc., holders of
shares of Series Q 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 Q 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 Q
Preferred Stock and any other shares of our stock ranking
equally as to such distribution).
V ot ing right s:
None, except with respect to certain changes in the terms of
the Series Q Preferred Stock and in the case of certain
dividend non-payments. See "Description of Series Q
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 Q Preferred Stock" below.
Ra nk ing:
Shares of the Series Q 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"),
6.20% Non-Cumulative Preferred Stock, Series B, $25,000
liquidation preference per share ("Series B Preferred Stock"),
Floating Rate Non-Cumulative Preferred Stock, Series C,
$25,000 liquidation preference per share ("Series C Preferred
Stock"), Floating Rate

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PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
S-6
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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 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"), 5.70% Fixed-to-Floating
Rate Non-Cumulative Preferred Stock, Series L, $25,000
liquidation preference per share ("Series L Preferred Stock"),
5.375% Fixed-to-Floating Rate Non-Cumulative Preferred
Stock, Series M, $25,000 liquidation preference per share
("Series M Preferred Stock"), 6.30% Non-Cumulative Preferred
Stock, Series N, $25,000 liquidation preference per share
("Series N Preferred Stock"), 5.30% Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series O, $25,000 liquidation
preference per share ("Series O Preferred Stock") and 5.00%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock,
Series P, $25,000 liquidation preference per share ("Series P
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 Q 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).
M a t urit y:
The Series Q Preferred Stock does not have any maturity
date, and we are not required to redeem the Series Q
Preferred Stock. Accordingly, the Series Q Preferred Stock will

S-7
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remain outstanding indefinitely, unless and until we decide to
redeem it.
Pre e m pt ive a nd c onve rsion right s:
None.
List ing:
Neither the depositary shares nor the Series Q Preferred
Stock will be listed on any securities exchange or interdealer
market quotation system.
T a x c onse que nc e s:
This section supplements the discussion of U.S. federal
income taxation of the depositary shares in the accompanying
prospectus under "United States Taxation" and supersedes it
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PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
to the extent inconsistent therewith. If you are a noncorporate
United States holder, dividends paid to you on 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 (which, as a
result of a change in law effective for tax years beginning after
December 31, 2017, is less than the 70% dividends-received
deduction described in the accompanying prospectus). If you
are a United States alien 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

S-8
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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 United States alien 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 is 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,
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PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
you may be eligible to obtain a refund of all or a portion of any
tax).

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

S-9
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receive less than the amount that you would have otherwise
received.

The accompanying prospectus states under "United States
Taxation--Taxation of Preferred Stock and Depositary Shares
-- Foreign Account Tax Compliance Act (FATCA) Withholding"
that payments of gross proceeds from a sale or other
disposition of preferred stock could be subject to FATCA
withholding if such disposition occurs on or after January 1,
2019. However, on December 13, 2018, the IRS proposed
regulations, upon which taxpayers can rely, that eliminate
FATCA withholding on gross proceeds.

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.
U se of proc e e ds:
We intend to use the net proceeds from the sale of the
depositary shares representing interests in the Series Q
Preferred Stock to redeem all of the Series B Preferred Stock
and a portion of the Series L Preferred Stock.
T ra nsfe r a ge nt a nd re gist ra r:
The Bank of New York Mellon
De posit a ry:
The Bank of New York Mellon
Ca lc ula t ion Age nt :
Goldman Sachs & Co. LLC

S-10
Table of Contents
RI SK FACT ORS

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 July 10, 2017 and under "Risk Factors" in Part I, Item 1A of our Annual Report on
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PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
Form 10-K for the year ended December 31, 2018. 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 July 10, 2017 before deciding whether this
investment is suited to your particular circumstances.
Y ou a re m a k ing a n inve st m e nt de c ision w it h re ga rd t o t he de posit a ry sha re s a s w e ll a s t he Se rie s Q Pre fe rre d
St oc k
As described in the accompanying prospectus, we are issuing fractional interests in shares of Series Q Preferred Stock in the
form of depositary shares. Accordingly, the depositary will rely on the payments it receives on the Series Q 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.
T he Se rie s Q Pre fe rre d St oc k is e quit y a nd is subordina t e t o our e x ist ing a nd fut ure inde bt e dne ss
The shares of Series Q Preferred Stock are equity interests in The Goldman Sachs Group, Inc. and do not constitute
indebtedness. As such, the shares of Series Q 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 Q 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 Q Preferred Stock, during the deferral period.
Y ou m a y not re c e ive divide nds on t he Se rie s Q Pre fe rre d St oc k
Dividends on the Series Q 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 Q 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 B 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 L Preferred Stock, Series M Preferred Stock, Series N Preferred Stock, Series O Preferred Stock,
Series P Preferred Stock, Series Q 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 Q Preferred Stock. As a result,
if payment of dividends on Series Q 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 m a y be a ble t o re de e m t he Se rie s Q Pre fe rre d St oc k prior t o t he First Re se t Da t e
By its terms, the Series Q 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 Q 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 Q Preferred Stock, subject to the approval of the Federal Reserve Board. See "Description of Series Q Preferred Stock--
Redemption".
Although the terms of the Series Q 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 Q 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
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PREFERRED STOCK SERIES Q PROSPECTUS SUPPLEMENT
Series Q 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 Q 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 an amount equal to the accrued and unpaid dividends for the then-current dividend
period to but excluding the redemption date, whether or not declared.
We describe our redemption right under "Description of Series Q Preferred Stock--Redemption" below. If the Series Q 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.
I nve st ors should not e x pe c t us t o re de e m t he Se rie s Q Pre fe rre d St oc k on or a ft e r t he da t e it be c om e s
re de e m a ble a t our opt ion
The Series Q 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 Q Preferred Stock may be redeemed by us at our
option (i) either in whole or in part, on any dividend payment date on or after the First Reset Date, or 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 Q 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 Q Preferred Stock. See "--Our right to redeem the Series Q 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 t o re de e m t he Se rie s Q Pre fe rre d St oc k is subje c t t o c e rt a in lim it a t ions, inc luding t he prior a pprova l of
t he Fe de ra l Re se rve Boa rd a nd a ny fut ure re pla c e m e nt c a pit a l c ove na nt s
Our right to redeem the Series Q Preferred Stock is subject to any limitations established by the Federal Reserve Board. We
may not redeem shares of the Series Q 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 Q 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 Q Preferred Stock that may
limit our right to redeem the Series Q 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 Q 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 Q 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 Q 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.
I f w e a re not pa ying full divide nds on a ny out st a nding pa rit y st oc k , w e w ill not be a ble t o pa y full divide nds on
Se rie s Q Pre fe rre d St oc k
When dividends are not paid in full on the shares of Series Q Preferred Stock and any shares of parity stock for a dividend
period, all dividends declared with respect to shares of Series Q 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 Q 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 Q
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