Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-269296
$4,000,000
The Goldman Sachs Group, Inc.
Callable Fixed Rate Notes due 2026
We will pay you interest on your notes at a rate of 5.625% per annum from and
including May 15, 2024 to but excluding the stated maturity date (May 15,
2026). Interest will be paid on each May 15 and November 15. The first such
payment will be made on November 15, 2024.
In addition, we may redeem the notes at our option, in whole but not in part,
on each February 15, May 15, August 15 and November 15 on or after November
15, 2024, upon at least five business days prior notice, at a redemption price
equal to 100% of the outstanding principal amount plus accrued and unpaid
interest to but excluding the redemption date.
Per Note Total
Initial price to public 100% $4,000,000
Underwriting discount 0.33% $13,200
Proceeds, before expenses, to The Goldman Sachs Group, Inc. 99.67% $3,986,800
The initial price to public set forth above does not include accrued interest,
if any. Interest on the notes will accrue from May 15, 2024 and must be paid
by the purchaser if the notes are delivered after May 15, 2024. In addition to
offers and sales at the initial price to public, the underwriters may offer
the notes from time to time for sale in one or more transactions at market
prices prevailing at the time of sale, at prices related to market prices or
at negotiated prices.
The return (whether positive or negative) on your investment in notes will
depend in part on the issue price you pay for such notes.
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. 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.
Goldman Sachs may use this prospectus in the initial sale of the notes. In
addition, Goldman Sachs & Co. LLC or any other affiliate of Goldman Sachs may
use this prospectus in a market-making transaction in the notes after their
initial sale.
Unless Goldman Sachs or its agent informs the purchaser otherwise in the
confirmation of sale, this prospectus is being used in a market-making
transaction.
Goldman Sachs & Co. LLC InspereX LLC
Pricing Supplement No. 908 dated May 13, 2024.
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About Your Prospectus
The notes are part of the Medium-Term Notes, Series N program of The Goldman
Sachs Group, Inc. This prospectus includes this pricing supplement and the
accompanying documents listed below. This pricing supplement constitutes a
supplement to the documents listed below and should be read in conjunction
with such documents:
"
Prospectus supplement dated February 13, 2023
"
Prospectus dated February 13, 2023
The information in this pricing supplement supersedes any conflicting
information in the documents listed above. In addition, some of the terms or
features described in the listed documents may not apply to your notes.
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SPECIFIC TERMS OF THE NOTES
Please note that in this section entitled Specific Terms of the Notes,
references to The Goldman Sachs Group, Inc., we, our and us mean only The
Goldman Sachs Group, Inc. and do not include any of its subsidiaries or
affiliates. Also, in this section, references to holders mean The Depository
Trust Company (DTC) or its nominee and not indirect owners who own beneficial
interests in notes through participants in DTC. Please review the special
considerations that apply to indirect owners in the accompanying prospectus,
under Legal Ownership and Book-Entry Issuance.
This pricing supplement no. 908 dated May 13, 2024 (pricing supplement) and
the accompanying prospectus dated February 13, 2023 (accompanying prospectus),
relating to the notes, should be read together. Because the notes are part of
a series of our debt securities called MediumTerm Notes, Series N, this
pricing supplement and the accompanying prospectus should also be read with
the accompanying prospectus supplement, dated February 13, 2023 (accompanying
prospectus supplement). Terms used but not defined in this pricing supplement
have the meanings given them in the accompanying prospectus or accompanying
prospectus supplement, unless the context requires otherwise.
The notes are part of a separate series of our debt securities under our
Medium-Term Notes, Series N program governed by our Senior Debt Indenture,
dated as of July 16, 2008, as amended, between us and The Bank of New York
Mellon, as trustee. This pricing supplement summarizes specific terms that
will apply to your notes. The terms of the notes described here supplement
those described in the accompanying prospectus supplement and accompanying
prospectus and, if the terms described here are inconsistent with those
described there, the terms described here are controlling.
Terms of the Callable Fixed Rate Notes due 2026
Issuer:
The Goldman Sachs Group, Inc.
Principal amount: Interest payment dates:
$4,000,000 May 15 and November 15 of
Specified currency: each year, commencing on
U.S. dollars ($) November 15, 2024 and ending
Type of Notes: on the stated maturity date
Fixed rate notes (notes) Regular record dates:
Denominations: for interest due on an
$1,000 and integral multiples interest payment date, the day
of $1,000 in excess thereof immediately prior to the
Trade date: day on which payment is to
May 13, 2024 be made (as such payment day
Original issue date: may be adjusted under the
May 15, 2024 applicable business day
Stated maturity date: convention specified below)
May 15, 2026 Day count convention:
Interest rate: 30/360 (ISDA), as further
5.625% per annum discussed under Additional
Supplemental discussion of U.S. Information About the Notes Day
federal income tax consequences: Count Convention on page PS-
It is the opinion of Sidley Austin 5
llp of this pricing supplement
that interest on a note will be taxable to a Business day:
U.S. holder as ordinary interest income at New York
the time it accrues or is received in accordance Business day convention:
with the U.S. holders normal method of following unadjusted
accounting for tax purposes (regardless of Redemption at option of issuer
whether we call the notes). Upon the disposition before stated maturity:
of a note by sale, exchange, redemption or We may redeem the notes at our option, in
retirement (i.e., if we exercise our right whole but not in part, on each February 15,
to call the notes or otherwise) or other May 15, August 15 and November 15, on or
disposition, a U.S. holder will generally recognize after November 15, 2024, upon at least five
capital gain or loss equal to the difference, business days prior notice, at a redemption
if any, between (i) the amount realized price equal to 100% of the outstanding
on the disposition (other than amounts principal amount plus accrued and unpaid
attributable to accrued but unpaid interest, which interest to but excluding
would be treated as such) and (ii) the U.S. the redemption date
holders adjusted tax basis in the note.
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Listing:
None
"
ERISA: covenant defeasance
as described under Employee i.e
Retirement Income Security ., our right to be relieved
Act on page 157 of the of specified provisions of
accompanying prospectus the note by placing funds in
CUSIP no.: trust for the holder: yes
38151F2G7
ISIN no.: FDIC:
US38151F2G72 The notes are not bank deposits and are not insured
Form of notes: by the Federal Deposit Insurance Corporation
Your notes will be issued in book-entry form and represented or any other governmental agency, nor are
by a master global note. You should read the section Legal they obligations of, or guaranteed by, a bank
Ownership and Book-Entry Issuance in the accompanying prospectus Calculation Agent:
for more information about notes issued in book-entry form Goldman Sachs & Co. LLC
Defeasance applies as follows: Foreign Account Tax Compliance Act (FATCA) Withholding May
" Apply to Payments on Your Notes, Including as a Result
full defeasance of the Failure of the Bank or Broker Through Which You
i.e Hold the Notes to Provide Information to Tax Authorities:
., our right to be relieved Please see the discussion under United States Taxation Taxation
of all our obligations on of Debt Securities Foreign Account Tax Compliance Act (FATCA)
the note by placing funds in Withholding in the accompanying prospectus for a description
trust for the holder: yes of the applicability of FATCA to payments made on your notes
.
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ADDITIONAL INFORMATION ABOUT THE NOTES
Book-Entry System
We will issue the notes as a master global note registered in the name of DTC,
or its nominee. The sale of the notes will settle in immediately available
funds through DTC. You will not be permitted to withdraw the notes from DTC
except in the limited situations described in the accompanying prospectus
under Legal Ownership and Book-Entry Issuance What Is a Global Security?
Holders Option to Obtain a Non-Global Security; Special Situations When a
Global Security Will Be Terminated. Investors may hold interests in a master
global note through organizations that participate, directly or indirectly, in
the DTC system.
In addition to this pricing supplement, the following provisions are hereby
incorporated into the global master note: the description of New York business
day appearing under Description of Debt Securities We May Offer Calculations
of Interest on Debt Securities Business Days in the accompanying prospectus,
the description of the following unadjusted business day convention appearing
under Description of Debt Securities We May Offer Calculations of Interest on
Debt Securities Business Day Conventions in the accompanying prospectus and
the section Description of Debt Securities We May Offer Defeasance and
Covenant Defeasance in the accompanying prospectus.
Day Count Convention
As further described under Description of Debt Securities We May Offer
Calculations of Interest on Debt Securities Interest Rates and Interest in
the accompanying prospectus, for each interest period the amount of accrued
interest will be calculated by multiplying the principal amount of the note by
an accrued interest factor for the interest period. The accrued interest
factor will be determined by multiplying the per annum interest rate by a
factor resulting from the 30/360 (ISDA) day count convention. The factor is
the number of days in the interest period in respect of which payment is being
made divided by 360, calculated on a formula basis as follows:
[360 x (Y2 Y1)] + [30 x (M2 M1)] + (D2 D1)
360
where:
Y1 is the year, expressed as a number, in which the first day of the interest
period falls;
Y2 is the year, expressed as a number, in which the day immediately following
the last day included in the interest period falls;
M1 is the calendar month, expressed as a number, in which the first day of the
interest period
falls;
M2 is the calendar month, expressed as a number, in which the day immediately
following the last day included in the interest period falls;
D1 is the first calendar day, expressed as a number, of the interest period,
unless such number would be 31, in which case D1 will be 30; and
D2 is the calendar day, expressed as a number, immediately following the last
day included in the interest period, unless such number would be 31 and D1 is
greater than 29, in which case D2 will be 30.
When We Can Redeem the Notes
We will be permitted to redeem the notes at our option before their stated
maturity, as described below. 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. In addition, you will not
be entitled to require us to buy your note from you before its stated maturity.
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We will have the right to redeem the notes at our option, in whole but not in
part, on each February 15, May 15, August 15 and November 15, on or after
November 15, 2024, at a redemption price equal to 100% of the outstanding
principal amount plus accrued and unpaid interest to but excluding the
redemption date. We will provide not less than five business days prior notice
in the manner described under Description of Debt Securities We May Offer
Notices in the attached prospectus. If the redemption notice is given and
funds deposited as required, then interest will cease to accrue on and after
the redemption date on the notes. If any redemption date is not a business
day, we will pay the redemption price on the next business day without any
interest or other payment due to the delay.
What are the Tax Consequences of the Notes
You should carefully consider, among other things, the matters set forth under
United States Taxation in the accompanying prospectus supplement and the
accompanying prospectus. The following discussion summarizes certain of the
material U.S. federal income tax consequences of the purchase, beneficial
ownership, and disposition of each of the notes. This summary supplements the
section United States Taxation in the accompanying prospectus supplement and
the accompanying prospectus and is subject to the limitations and exceptions
set forth therein.
Interest on a note will be taxable to a U.S. holder as ordinary interest
income at the time it accrues or is received in accordance with the U.S.
holders normal method of accounting for tax purposes. Upon the disposition of
a note by sale, exchange, redemption or retirement (i.e., if we exercise our
right to call the notes or otherwise) or other disposition, a U.S. holder will
generally recognize capital gain or loss equal to the difference, if any,
between (i) the amount realized on the disposition (other than amounts
attributable to accrued but unpaid interest, which would be treated as such)
and (ii) the U.S. holders adjusted tax basis in the note. A U.S. holders
adjusted tax basis in a note generally will equal the cost of the note to the
U.S. holder. The deductibility of capital losses is subject to significant
limitations.
Foreign Account Tax Compliance Act (FATCA) Withholding
. Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA)
withholding (as described in United States Taxation Taxation of Debt
Securities Foreign Account Tax Compliance Act (FATCA) Withholding in the
accompanying prospectus) will generally apply to obligations that are issued
on or after July 1, 2014; therefore, the notes will generally be subject to
the FATCA withholding rules.
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SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named
below have entered into a distribution agreement with respect to the notes.
Subject to certain conditions, each underwriter named below has severally
agreed to purchase the principal amount of notes indicated in the following
table.
Underwriters Principal Amount of Notes
Goldman Sachs & Co. LLC $2,000,000
InspereX LLC $2,000,000
Total $4,000,000
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 pricing supplement. The
underwriters intend to purchase the notes from The Goldman Sachs Group, Inc.
at a purchase price equal to the initial price to public less a discount of
0.33% of the principal amount of the notes. Any notes sold by the underwriters
to securities dealers may be sold at a discount from the initial price to
public of up to 0.33% of the principal amount of the notes. If all of the
offered notes are not sold at the initial price to public, the underwriters
may change the offering price and the other selling terms. In addition to
offers and sales at the initial price to public, the underwriters may offer
the notes from time to time for sale in one or more transactions at market
prices prevailing at the time of sale, at prices related to market prices or
at negotiated prices.
Please note that the information about the initial price to public and net
proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only
to the initial sale of the notes. If you have purchased a note in a
market-making transaction by Goldman Sachs & Co. LLC or any other affiliate of
The Goldman Sachs Group, Inc. after the initial sale, information about the
price and date of sale to you will be provided in a separate confirmation of
sale.
Each underwriter has represented and agreed that it will not offer or sell the
notes in the United States or to United States persons except if such offers
or sales are made by or through FINRA member broker-dealers registered with
the U.S. Securities and Exchange Commission.
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
$15,000.
We will deliver the notes against payment therefor in New York, New York on
May 15, 2024.
The notes are a new issue of securities with no established trading market.
The Goldman Sachs Group, Inc. has been advised by Goldman Sachs & Co. LLC and
InspereX LLC that they intend to make a market in the notes. Goldman Sachs &
Co. LLC and InspereX LLC are not obligated to do so and may discontinue
market-making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.
Certain of the underwriters and their affiliates have in the past provided,
and may in the future from time to time provide, investment banking and
general financing and banking services to The Goldman Sachs Group, Inc. and
its affiliates, for which they have in the past received, and may in the
future receive, customary fees. The Goldman Sachs Group, Inc. and its
affiliates have in the past provided, and may in the future from time to time
provide, similar services to the underwriters and their affiliates on
customary terms and for customary fees. Goldman Sachs & Co. LLC, one of the
underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see Plan
of DistributionConflicts of Interest on page 156 of the accompanying
prospectus.
The notes may not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (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
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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 may not be offered, sold or otherwise made available to any retail
investor in the United Kingdom. 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 United
Kingdom has been prepared and therefore offering or selling the notes or
otherwise making them available to any retail investor in the United Kingdom
may be unlawful under the UK 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 (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, as amended (the FSMA) and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA;
(iii) or 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.
Any invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) in connection with the issue or sale of the
notes may only be communicated or caused to be communicated in circumstances
in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group,
Inc.
All applicable provisions of the FSMA must be complied with in respect to
anything done by any person 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
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under the securities laws of Hong Kong) other than with respect to the 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 pricing supplement, along with the accompanying prospectus supplement and
the accompanying prospectus have not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this pricing supplement, along
with the accompanying prospectus supplement and 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.
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 corporations
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 pricing supplement nor any
accompanying prospectus supplement, 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 pricing supplement and accompanying prospectus
and prospectus supplement may not be copied,
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reproduced, distributed or passed on to others or otherwise made available in
Switzerland without our prior written consent. By accepting this pricing
supplement and accompanying prospectus and prospectus supplement 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.
CONFLICTS OF INTEREST
Goldman Sachs & Co. LLC is an affiliate of The Goldman Sachs Group, Inc. and,
as such, will have a conflict of interest in this offering of notes within the
meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121.
Consequently, this offering of notes will be conducted in compliance with the
provisions of FINRA Rule 5121. Goldman Sachs & Co. LLC will not be permitted
to sell notes in this offering to an account over which it exercises
discretionary authority without the prior specific written approval of the
account holder.
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VALIDITY OF THE NOTES
In the opinion of Sidley Austin
LLP
, as counsel to The Goldman Sachs Group, Inc., when the notes offered by this
pricing supplement have been executed and issued by The Goldman Sachs Group,
Inc. and authenticated by the trustee pursuant to the indenture, and delivered
against payment as contemplated herein, such notes will be valid and binding
obligations of The Goldman Sachs Group, Inc., enforceable in accordance with
their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors
rights generally, concepts of reasonableness and equitable principles of
general applicability (including, without limitation, concepts of good faith,
fair dealing and the lack of bad faith), provided that such counsel expresses
no opinion as to the effect of fraudulent conveyance, fraudulent transfer or
similar provision of applicable law on the conclusions expressed above. This
opinion is given as of the date hereof and is limited to the laws of the State
of New York and the General Corporation Law of the State of Delaware as in
effect on the date hereof. In addition, this opinion is subject to customary
assumptions about the trustee
s authorization, execution and delivery of the indenture and the genuineness
of signatures and certain factual matters, all as stated in the letter of such
counsel dated January 18, 2023, which has been filed as Exhibit 5.5 to The
Goldman Sachs Group, Inc.
s registration statement on Form S-3 filed with the Securities and Exchange
Commission on January 18, 2023.
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We have not authorized anyone to provide any information or to make any
representations other than those contained or incorporated by reference in
this pricing supplement, the accompanying prospectus supplement or the
accompanying prospectus. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give
you. This pricing supplement, the accompanying 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 pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus is current only as of the
respective dates of such documents.
$4,000,000
The Goldman Sachs Group, Inc.
Callable Fixed Rate
Notes due 2026
____________
____________
Goldman Sachs & Co. LLC
InspereX LLC
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Exhibit 107
The prospectus to which this Exhibit is attached is a final prospectus for the
related offering. The maximum aggregate offering price for such offering is
$4,000,000.
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