Goldman Sachs Bank USA entered into a definitive agreement to acquire GreenSky, Inc. (NasdaqGS:GSKY) from a group of shareholders for $2.2 billion on September 14, 2021. As part of the agreement, GreenSky stockholders will receive 0.03 shares of common stock of Goldman Sachs for each share of GreenSky Class A common stock and option holders will receive lump-sum cash payment. Based on the closing share price of Goldman Sachs common stock as of September 14, 2021, this represents a per share price for GreenSky Class A common stock of $12.11 and an implied transaction value of approximately $2.24 billion. GreenSky may be required to pay Goldman Sachs Group a fee of $75 million with respect to the termination of the merger agreement.

The transaction is subject to approval by GreenSky stockholders, the receipt of required regulatory approvals, the registration statement of which this proxy statement/prospectus forms a part having been declared effective by the SEC, the shares of GS Group common stock to be issued in the mergers having been authorized for listing on the NYSE, the waiting period (and any extension thereof) applicable to the consummation of the mergers under the HSR Act will have expired or early termination thereof will have been granted and satisfaction of other customary closing conditions. The Boards of Directors of Goldman Sachs and GreenSky have approved the transaction. The Board of Directors of GreenSky, acting upon the unanimous recommendation of a special committee composed of independent directors of the Board, recommends that GreenSky stockholders approve the transaction and adopt the merger agreement. GreenSky will hold a special meeting of its stockholders on December 10, 2021. As of December 10, 2021, the transaction has been approved by GreenSky's shareholders. As of March 24, 2022, all regulatory conditions set forth in the Merger Agreement were satisfied. The transaction is anticipated to close in the fourth quarter of 2021 or first quarter of 2022. As of March 28, 2022, the transaction is subject to the satisfaction or waiver of the remaining closing conditions, the Mergers are expected to close on March 29, 2022.

Goldman Sachs & Co. LLC is serving as financial advisor and Brian E. Hamilton, C. Andrew Gerlach ,Isaac J. Wheeler ,Heather L. Coleman and Joseph J. Matelis of Sullivan & Cromwell LLP is serving as legal counsel to Goldman Sachs. J.P. Morgan Securities LLC acted as financial advisor and provided fairness opinion and Financial Technology Partners LP acted as financial advisor and Damien R. Zoubek, Daniel J. Cerqueira, Robert I. Townsend, David L. Portilla, Will C. Giles, Stephen L. Gordon, Matthew J. Bobby, Arian Mossanenzadeh, David J. Kappos, Matthew M. Kelly and Jesse M. Weiss of Cravath, Swaine & Moore LLP and Brinkley Dickerson, Paul Fancher, Robert Friedman, Joan Arnold, and Jim Earle of Troutman Pepper Hamilton Sanders LLP are serving as legal advisors to GreenSky. Piper Sandler & Co. is serving as financial advisor and fairness opinion provider to special committee GreenSky. William B. Chandler, Amy L. Simmerman and James G. Griffin-Stanco of Wilson Sonsini Goodrich & Rosati P.C. are serving as legal advisors to the special committee of the Board of Directors of GreenSky. Sebastian Tiller and Stephen Wiseman of Simpson Thacher & Bartlett LLP represents J.P. Morgan Securities LLC. FTP Securities LLC served as a financial advisor for GreenSky. J.P. Morgan will receive a fee from GreenSky of $3 million for the delivery of its opinion. In addition, GreenSky has agreed to pay J.P. Morgan a transaction fee of approximately $31 million, subject to closing adjustments, against which the opinion fee will be credited, upon the consummation of the proposed mergers. Piper Sandler on acting as a financial advisor to the GreenSky special committee will receive a fee for such services in an amount equal to $3.5 million, $1.75 million of which became payable upon the rendering of Piper Sandler's opinion on September 14, 2021 and $1.75 million of which is contingent upon the consummation of the mergers. Piper Sandler also received a $300,000 retainer fee, which retainer fee will be credited in full towards the fee which will become payable to Piper Sandler upon consummation of the mergers. Continental Stock Transfer & Trust Company acted as transfer agent to GreenSky.