Filed Pursuant to Rule 424(b)(2)
Registration No. 333-253421
Prospectus Supplement to Prospectus dated March 22, 2021.
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$4,250,000,000*
The Goldman Sachs Group, Inc.
1.948% Fixed/Floating Rate Notes due 2027
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The Goldman Sachs Group, Inc. will pay interest on the notes to but excluding October 21, 2026 (the Fixed Rate Period), at a fixed rate
per annum of 1.948%, payable semi-annually on April 21 and October 21 of each year, commencing on April 21, 2022. From and including October 21, 2026 to but excluding October 21, 2027 (the Floating Rate Period),
the notes will bear interest at a rate per annum of Compounded SOFR, as described herein, plus 0.913%, to be payable quarterly on January 21, April 21, July 21, and October 21 of each year, beginning January 21, 2027 until
October 21, 2027. The notes will mature on the stated maturity date, October 21, 2027, 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 (i) on or after April 21, 2022, and to, but excluding, October 21, 2026, at the greater of par or a make-whole price calculated as described herein, and (ii) on October 21,
2026 or on or after September 21, 2027, at par, in each case plus accrued and unpaid interest. See Specific Terms of the Notes Terms of the Notes Optional Redemption Make-Whole to First Par Call Date and
Specific Terms of the Notes Terms of the Notes Optional Redemption Par Call below.
Investing in the notes
involves risks. See Additional Considerations Relating to SOFR beginning on page S-7.
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 have been registered under the Securities Act of 1933 solely for the purpose of sales in the United States; they have not been and will not
be registered for the purpose of any sales outside the United States.
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.
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Per Note
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Total
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Initial price to public
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99.514
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%
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$
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995,140,000
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Underwriting discount
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0.350
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%
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$
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3,500,000
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Proceeds, before expenses, to The Goldman Sachs Group, Inc.
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99.164
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%
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$
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991,640,000
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The information set forth in the above table relates to $1,000,000,000 principal amount of the notes being initially offered on the date of this
prospectus supplement, which we refer to as the reopened notes. The initial price to public does not include accrued interest, on the reopened notes from October 21, 2021. Such accrued interest to but excluding the date of delivery
must be paid by the purchaser.
* This prospectus supplement relates to $4,250,000,000 aggregate principal amount of the notes. $1,000,000,000
principal amount of the reopened notes is being initially offered on the date of this prospectus supplement.
The underwriters expect to deliver the
reopened notes through the facilities of The Depository Trust Company against payment in New York, New York on December 6, 2021.
The remaining
$3,250,000,000 principal amount of notes described in this prospectus supplement, which we refer to as the original notes, was issued on October 21, 2021 at an original issue price of 100.000% per note, or $3,250,000,000 in total, at an
underwriting discount of 0.350% per note, or $11,375,000 in total, and with proceeds, before expenses, to The Goldman Sachs Group, Inc. of 99.650% per note, or $3,238,625,000 in total.
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 accompanying prospectus are being used by them in a market-making transaction.
Goldman Sachs & Co. LLC
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Academy Securities
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AmeriVet Securities
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Mischler Financial Group, Inc.
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Tigress Financial Partners
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Prospectus Supplement dated
December 1, 2021.