GSPK Goldman Sachs Grp. Prfd K

SUPPLEMENTAL PLAN OF DI S T RIBUTION

T h e Gol d man S a c h s Grou p , Inc. a nd the u nd e rwriters for this offeri n g n a med b elow have e n t e r e d into a distrib u ti o n a g r e eme n t with resp e ct to t h e not e s. Subj e ct to certain con d iti o ns, e ach un d erwrit e r n a med b elow has s e v e r a lly a g re e d to purchase the princip a l a mo u nt o f n otes i n dicated in the foll o wi n g tabl e .

Notes sold by the underwriters to the p ublic will initially be offer e d at the in i t ial price to pu b lic set forth on the cover of this p ricing su p ple m ent. T he u n derwriters inte n d to purc h ase the n o t e s fr o m The G o ldm a n Sachs G r o up, I n c. at a p u rch a se p rice eq u al to t h e initial price to p ublic less a d isco u nt o f        % o f the p rincip a l a mo u nt o f the n otes. Any not e s sold by t h e u n derwriters to s e c u rities de a lers may be sold a t a dis c ount from t h e initial price to public of up to        % of the princip a l a mo u nt o f the n otes. T h e initial price to p u b lic f o r n o t e s p u rch a s e d by cer t ain retirement accounts and certain fee-b a s e d advisory acc o unts will vary between        % and 100% of the principal amount of the notes. Any sale of a note to a retirement account or fee - based advisory account at an i n iti a l p rice to pu b lic b e low 10 0 % of the principal am o unt will red u ce t h e un d erwriti n g disc o unt specified on the c o v e r of this pricing supple m ent with respect to such note. The initial price to public paid by any retirement account or f e e-based adviso r y account will be re d uced by t h e am o unt of any f e es f o re g one b y the secur i ti e s d eal e r or d eal e rs involved in the sale o f the n otes to such retirement account or fee-based advisory accou n t, but n o t by more t h an        % o f the principal a m ou n t o f the n o t e s. If all of the offered n o t e s are n o t sold at the initial price to public, the underwriters m a y 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.

Ple a se n ote t h at t h e information a bo u t the i n iti a l p rice to pu b lic a nd n e t proce e ds to T h e Gol d man S a c h s Grou p , Inc. on the front c o v e r p a ge relates only to t h e initial sale of t h e n o t e s. If y o u h a ve p urch a s e d a n o te in a mark e t -making transaction by Goldman Sachs & Co. LLC or any other affiliate of The G old m an Sachs Group, Inc. a fter the initial sale, information about the price and date of sale to you will be provided in a sepa r ate confir m ation of sale.

Each underwriter has rep r esented and agreed that it will not offer or sell the not e s in the United States or to United St a t es p e r s o ns e x c e p t i f s u c h o f f e r s or s al es a re ma de b y or t h ro u gh FINRA m e mber br o k e r-de a lers register e d with the U.S. Securities a n d Exch a nge Com m issio n .

T h e Gol d man S a c h s Grou p , Inc. e stim a t e s that its share of t h e t o t a l o f f e ri n g e x pe n s e s, e x cl u d i ng u n d er w r i t i ng discounts and commis s ions, whether p a id to Goldman Sachs & Co. LLC or any o t her underwriter, w ill be approxi m ately $        .

We expect to deliver the notes against payment therefor in New York, New York on July     , 2019.

T h e notes are a new issue o f securiti e s with no establi s h e d tra d ing m a rket. T he G o ldm a n Sachs G ro u p, I n c. has b e en a d vised by Goldman Sachs & Co. LLC and Incapit a l L LC th a t they may make a market in t h e not e s. Goldman Sachs & Co. LLC and Inca p it a l L LC are n ot o bli g ated to do so a n d may disc o ntinue m arket-making a t a n y time wit h o u t n o tice. No assur a nce can be g iv e n as to the li q uid i t y o f th e tradin g mar k e t fo r th e notes.

The Goldman Sachs G r oup, Inc. has agreed to indemni f y the several underwriters against certain l iabilities, including liabilities under the Securities Act of 1933.

Certain of the underwriters and their af f iliates have in the past provided, and may in the future from time to time provid e , investme n t b a nking a n d g e neral fina n ci n g and b anking s e rvic e s to The G old m an Sachs Grou p , Inc. a nd its affiliates, for which they have in the past received, and may in the future receive, customary fees. T he Goldman Sachs Group, Inc. and its affili a tes have in the past pro v ided, and m ay in the future from time to time provide, similar services to the underwriters and their a f filiates on customary terms and for custo m ary fees. Goldman Sachs & Co. LLC , one of the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see “Plan of Distribution— C onf l icts of Interest” on p a ge 118 of t h e acc o mp a nying prosp e ctus.

Any notes which are the subject of the offering contemplated by this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement may not be offered, sold or otherwise made available to any retail investor in the European Economic Area. Consequently no key information document required by Regulation (EU)

PS-7

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:

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), the underwriters represent and agree that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes which are the subject of the offering contemplated by this pricing supplement, the accompanying prospectus and the accompanying prospectus supplement to the public in that Relevant Member State except that, with effect from and including the Relevant Implementation Date, an offer of such notes may be made to the public in that Relevant Member State:

a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes referred to above shall require us or any dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means 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, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

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

PS-8

Hong Kong (except if permitted to do so 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 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.

PS-9

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, 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.

PS-10