Goldman Sachs Bank USA and Subsidiaries – 2024 Annual Report

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

PART I

Introduction

Goldman Sachs Bank USA (GS Bank USA), together with its consolidated subsidiaries (collectively, the Bank), is a New York State-chartered bank and a member of the Federal Reserve System. The Bank is supervised and regulated by the Board of Governors of the Federal Reserve System (FRB), the New York State Department of Financial Services (NYDFS) and the Consumer Financial Protection Bureau (CFPB). As a member of the Federal Deposit Insurance Corporation (FDIC), GS Bank USA's deposits are insured by the FDIC up to the maximum amount provided by law. GS Bank USA is registered as a swap dealer with the U.S. Commodity Futures Trading Commission (CFTC) and as a security-based swap dealer with the Securities and Exchange Commission (SEC). GS Bank USA is also a government securities dealer subject to the rules and regulations of the U.S. Department of the Treasury (Treasury Department).

When we use the terms "we," "us" and "our," we mean GS Bank USA and its consolidated subsidiaries. When we use the term "GS Group" we are referring to The Goldman Sachs Group, Inc. (Group Inc.) and its consolidated subsidiaries, including us.

Our principal office is located in New York, New York. GS Bank USA operates two domestic branches, which are located in Salt Lake City, Utah and Draper, Utah. Both branches are regulated by the Utah Department of Financial Institutions. GS Bank USA also operates a foreign branch, which is located in London, United Kingdom and is regulated by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA). Goldman Sachs Bank Europe SE (GSBE), headquartered in Frankfurt, Germany, is a wholly-owned subsidiary of GS Bank USA. GSBE is directly supervised by the European Central Bank (ECB) and additionally by the Federal Financial Supervisory Authority (BaFin) and Deutsche Bundesbank in the context of the E.U. Single Supervisory Mechanism (SSM). GSBE has branches in Amsterdam, Athens, Copenhagen, Dublin, London, Luxembourg, Madrid, Milan, Paris, Stockholm and Warsaw that are also regulated by the relevant authorities in each jurisdiction in certain areas, including with respect to anti-money laundering. In 2024, GSBE also opened an office in Munich to expand its footprint in Germany. The London branch of GSBE is currently in dormant status after it ceased its business activities during 2024.

GS Bank USA is a wholly-owned subsidiary of Group Inc. Group Inc. is a bank holding company (BHC) under the U.S. Bank Holding Company Act of 1956 (BHC Act) and a financial holding company (FHC) under amendments to the BHC Act effected by the U.S. Gramm-Leach-Bliley Act of 1999. Group Inc. is subject to supervision and examination by the FRB as its primary regulator.

References to "this Annual Report" are to our Annual Report for the year ended December 31, 2024. All references to 2024 and 2023 refer to our years ended, or the dates, as the context requires, December 31, 2024 and December 31, 2023, respectively.

Business

We are a financial services provider that engages in banking activities. We are GS Group's primary lending entity, originating loans to corporate and wealth management clients, as well as issuing credit cards. During 2024, we completed the sale of GreenSky Holdings, LLC (GreenSky) and entered into an agreement to transition the General Motors (GM) credit card program to another issuer. The transition is expected to be completed in the third quarter of 2025. We are GS Group's primary deposit-taking entity. Our depositors include private bank clients, U.S. consumers, clients of third-party broker- dealers, institutions, corporations and our affiliates. We conduct our consumer deposit-taking activities through Marcus by Goldman Sachs (Marcus), and also raise deposits from Apple Card customers. We also provide transaction banking services to institutions, corporations and our affiliates. In addition, we enter into interest rate, currency, credit and other derivatives, and transact in certain related cash products, for the purpose of market making and risk management. Our E.U. and, to a lesser extent, other international activities that are performed or provided by GSBE also include underwriting and market making in debt and equity securities; advisory services; and asset and wealth management services.

Lending

Our lending activities include providing corporate, residential and commercial real estate, securities-based and other collateralized loans. In addition, we issue credit cards to consumers. We underwrite, structure and negotiate pricing for these loans based on our underwriting criteria. However, in some cases, we rely on services provided by affiliates to assist in this process. See Note 9 to the consolidated financial statements in Part III of this Annual Report for further information about our lending activities.

We also provide lending commitments. Commercial lending commitments are primarily agreements to lend with fixed termination dates. We also issue credit cards that provide consumers with revolving lines of credit, which can be cancelled by us. See Note 18 to the consolidated financial statements in Part III of this Annual Report for further information about our commitments to extend credit.

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Corporate Loans. We offer term loans, revolving lines of credit, letter of credit facilities and bridge loans to institutions and corporations. These loans are secured or unsecured, and the typical form of collateral for secured loans is a senior lien on the assets of the borrower. The proceeds from these forms of lending are principally used by borrowers for liquidity and general corporate purposes or in connection with acquisitions. We may elect to syndicate portions of these loans either directly or through our affiliates or may retain the loans.

Some of these lending opportunities arise from referrals made by our affiliates. Accordingly, the volume of loans we make largely corresponds to levels of loan demand from clients of GS Group. The loans are all subject to our underwriting criteria, consistent with applicable banking law and regulation. We are, in some cases, compensated by Group Inc. or our other affiliates for participation in certain lending activities.

The type of loan, including whether the loan is secured or unsecured, extended to a borrower varies and is dependent upon the borrower's needs and capital structure and the then-current state of the credit markets. In each case, we underwrite the loan based on our underwriting criteria. However, in some cases, we rely on services provided by affiliates to assist in this process.

Commercial and Residential Real Estate Loans. We originate loans to clients, including wealth management clients, purchase loans secured by commercial and residential real estate and lend to clients who warehouse assets that are directly or indirectly secured by commercial and residential real estate.

Securities-BasedLoans. We originate loans that are secured by stocks, bonds, mutual funds, and exchange-traded funds primarily to wealth management clients and used for purposes other than purchasing, carrying or trading margin stocks. Securities-based loans require borrowers to post additional collateral based on changes in the underlying collateral's fair value. We also originate secured loans through Goldman Sachs Private Bank Select to clients of financial advisors at third-party broker-dealers, registered investment advisors and asset custodians.

Other Collateralized Loans. We extend loans that are backed by specific collateral (other than securities and real estate), including to clients who warehouse assets that are directly or indirectly secured by corporate loans, consumer loans, including auto loans and private student loans, and other assets. We also extend loans to investment funds (managed by third parties) that are collateralized by capital commitments of the funds' investors or assets held by the fund, as well as to wealth management clients.

Credit Card and Other Loans. We issue credit cards through our partnership arrangements, and originated and purchase unsecured consumer loans. During 2024, we completed the sale of GreenSky and entered into an agreement to transition the GM credit card program to another issuer. The transition is expected to be completed in the third quarter of 2025. In addition, we provide unsecured loans to our wealth management clients.

Deposit Taking

We raise deposits from private bank clients, U.S. consumers, clients of third-party broker-dealers, institutions, corporations and our affiliates. Deposits are our primary source of funding for our assets.

We raise deposits from U.S. consumers through Marcus, our sweep programs with affiliates and third-party broker-dealers and our transaction banking activities. We also issue brokered certificates of deposit (CDs), distributed through third-party broker-dealers and Goldman Sachs & Co. LLC (GS&Co.). Additionally, we raise institutional time deposits and raise deposits from Apple Card customers.

For further information about our deposits, including the sources and types of our deposits and the amount that is insured by the FDIC, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Balance Sheet and Funding Sources - Funding Sources - Deposits" in Part II of this Annual Report and Note 13 to the consolidated financial statements in Part III of this Annual Report.

Transaction Banking

We provide transaction banking services to institutions, corporations and affiliates through our cash management platform, offering commercial deposit accounts, as well as payment, escrow and liquidity management services.

Market Making

We enter into interest rate, currency, credit, equity and commodity derivatives, and transact in certain related cash products, for the purpose of market making and also use derivatives to manage our own risk exposure as part of our risk management processes. Derivatives are instruments that derive their value from underlying asset prices, indices, reference rates and other inputs, or a combination of these factors. Derivative transactions provide liquidity to clients and facilitate the active management of risk exposures, including market, credit and other risks.

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

We enter into various types of derivatives, including (i) swaps (which are agreements to exchange cash flows, such as currency or interest payment streams), (ii) options (contracts which provide the right but not the obligation to buy or sell a certain financial instrument or currency on a specified date in the future at a certain price) and (iii) futures and forwards (which are contracts to purchase or sell a financial instrument, currency or commodity in the future).

Derivatives may be traded on an exchange (exchange-traded) or they may be privately negotiated contracts, which are referred to as over-the-counter (OTC) derivatives. Certain of these OTC derivatives are cleared and settled through central clearing counterparties, while others are bilateral contracts between two counterparties.

We have entered into derivative transactions with both affiliates and third parties. Affiliate trades are part of GS Group's centralized hedging and risk management processes and practices.

See Note 7 to the consolidated financial statements in Part III of this Annual Report for further information about our derivative products and activities.

We also make markets in certain debt and equity securities. See Note 5 to the consolidated financial statements in Part III of this Annual Report for further information about our cash products.

Underwriting

Our underwriting activities include public offerings and private placements in both local and cross-border transactions of a wide range of securities and other financial instruments, including acquisition financing.

Advisory Services

We provide advisory services, including strategic advisory engagements with respect to mergers and acquisitions, divestitures, corporate defense activities, restructurings and spin-offs.

Asset and Wealth Management Services

We provide asset management services and our revenues include asset-based fees, for our sales and distribution efforts, on client assets that are being managed on a fiduciary basis by GS Group's portfolio managers. We also provide wealth advisory services, including portfolio management and financial counseling, brokerage and other transaction services to high-net- worth individuals and families.

Our asset management business significantly depends on our ability to delegate portfolio management to other affiliates.

Other Activities

We also engage in securities financing transactions and agency lending.

See Notes 11 and 18 to the consolidated financial statements in Part III of this Annual Report for further information about our securities financings and agency lending.

Our Relationship with Group Inc. and our Affiliates

GS Bank USA is a wholly-owned insured depository institution (IDI) subsidiary of Group Inc. We use and benefit from business relationships, certain processes, support systems and infrastructure, and financial support of Group Inc. and our affiliates. We also provide certain processes, support systems and infrastructure to Group Inc. and our affiliates and provide payment services and intraday liquidity for certain affiliates.

Services provided from and to our affiliates are governed under Master Services Agreements and supplemented by Service Level Agreements (collectively, the Master Services Agreement). We benefit from our affiliates' access to third-party vendors, experience and knowledge, and services provided to us by employees of affiliates.

All of our relationships and transactions with our affiliates are closely monitored in accordance with applicable laws and regulations, including, without limitation, Sections 23A and 23B of the Federal Reserve Act and the FRB's Regulation W. For further information about our relationships and transactions with our affiliates, see "Risk Factors - Operational - We are a wholly-owned subsidiary of Group Inc. and are dependent on Group Inc. and certain of our affiliates for client business, various services and capital" and Note 20 to the consolidated financial statements in Part III of this Annual Report.

Business Relationships. Our affiliates are sources of business for certain of our lending and other business activities, and often are counterparties to derivatives transactions with us. See " - Lending," " - Market Making," and " - Asset and Wealth Management Services" for further information about our business relationships.

Support Services. We receive operational and administrative support services from Group Inc. and our affiliates pursuant to the Master Services Agreement. All operational and administrative support services we receive from Group Inc. and our affiliates are overseen by our employees. Support services include trade execution, loan origination and servicing, operational and infrastructure services, control and other support services. We also provide certain operational support to our affiliates.

Funding Sources. In addition to raising deposits and deposit sweep programs from affiliates, we also have access to funding facilities primarily from Group Inc. and Goldman Sachs Funding LLC (Funding IHC), a wholly-owned subsidiary of Group Inc. See Note 14 to the consolidated financial statements in Part III of this Annual Report for further information about funding facilities from Group Inc. and Funding IHC.

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

We receive secured funding from Group Inc. and our affiliates. In particular, we enter into collateralized financings including securities sold under agreements to repurchase (repurchase agreements). In addition, our shareholder's equity provides us with a stable and perpetual source of funding. See " - Other Activities" above, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Balance Sheet and Funding Sources - Funding Sources" in Part II of this Annual Report and Note 11 to the consolidated financial statements in Part III of this Annual Report for further information about our funding sources.

Group Inc. Guarantees. Group Inc. has agreed to guarantee GS Bank USA's payment obligations (General Guarantee Agreement), subject to certain limitations. Subject to the terms and conditions of the General Guarantee Agreement, Group Inc. unconditionally and irrevocably guarantees complete payment of all of GS Bank USA's payment obligations when due, other than non-recourse payment obligations and payment obligations arising in connection with any of its CDs (unless applicable governing documents of the CD expressly state otherwise) and its outstanding notes evidencing senior unsecured debt. Group Inc. has also guaranteed certain transactions of GSBE and provided a guarantee to GSBE related to certain third-party agreements.

Furthermore, FRB regulation requires Group Inc., as a BHC, to act as a source of strength to us, as its bank subsidiary, and to commit capital and financial resources to support us.

Human Capital Management

As of December 2024, we had 4,136 direct employees and 988 dual employees who perform services for both us and our affiliates pursuant to an Employee Sharing Agreement. Employees of our affiliates also provide services to us under the Master Services Agreement.

Our people are our greatest asset. We believe that a major strength and principal reason for our success is the quality, dedication, determination and collaboration of our people, which enables us to compete effectively in our businesses, serve our clients and contribute to the broader community.

Our Workforce

Our goal is to attract, retain, and promote an exceptionally skilled workforce. We invest heavily in developing and supporting our people throughout their careers, and we strive to maintain a work environment that fosters professionalism, excellence, high standards of business ethics, teamwork and cooperation among our employees.

We believe that the diversity of our workforce, including diversity of perspectives, enhances our performance-based culture and is critical to our commercial success. GS Group, including us, previously set forth five-year aspirational hiring and representation goals which expire in 2025, and we are proud of the progress that has been made.

We remain focused on the importance of attracting and retaining diverse exceptional talent. In that connection, GS Group, including us, will continue to develop programs consistent with our fundamental commitment to inclusive merit-based promotion and in compliance with the law.

Talent Development and Retention

We seek to help our people achieve their full potential by investing in them and supporting a culture of continuous development. Our goals are to maximize individual capabilities, increase commercial effectiveness and innovation, reinforce our culture, expand professional opportunities, and help our people contribute positively to their communities.

Instilling our culture in all employees is a continuous process, in which training plays an important part. We offer our employees the opportunity to participate in ongoing educational offerings and periodic seminars facilitated by GS Group's Learning & Engagement team. To accelerate their integration into our work environment, new hires have the opportunity to receive training as soon as they start working via orientation programs that emphasize culture and networking, and nearly all employees participate in at least one training event each year. For our more senior employees, we provide guidance and training on how to manage people and projects effectively, exhibit strong leadership and exemplify our culture. We are also focused on developing a high performing, diverse leadership pipeline and career planning for our next generation of leaders. Our employees participate in a variety of programs which GS Group has established, which are aimed at employees' professional growth and leadership development. For example, GS Group is focused on ensuring that vice presidents have the necessary coaching, sponsorship and advocacy to support their career trajectories and strengthen their leadership platforms. Many other career development initiatives are aimed at fostering talent at the analyst and associate levels. GS Group also works closely with leadership teams to promote diversity and inclusion. GS Group's global and regional Inclusion Networks and Interest Forums are open to all of our professionals to promote and advance these goals.

Enhancing our people's experience of internal mobility is a key focus, as we believe that this will inspire employees, help retain top talent and create diverse experiences to build future leaders.

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

Another important part of instilling our culture is our employee performance review process. Employees are reviewed by supervisors, co-workers and employees whom they supervise in a 360-degree review process that is integral to our team approach and includes an evaluation of an employee's performance. Our approach to evaluating employee performance centers on providing robust, timely and actionable feedback that facilitates professional development. Our managers are expected to take an active coaching role with their teams. GS Group (including us) engages in "The Three Conversations at GS" through which managers establish goals with their team members at the start of the year, check in mid-year on progress and then close out the year with a conversation on performance against goals.

We believe that our people value opportunities to contribute to their communities and that these opportunities enhance their job satisfaction. We also believe that being able to volunteer together with colleagues and support community organizations through completing local service projects strengthens our people's bond with us. Community TeamWorks, GS Group's signature volunteering initiative in which our employees participate, enables our people to be part of high-impact, team- based volunteer opportunities, including projects coordinated with hundreds of nonprofit partner organizations worldwide.

Wellness

We recognize that for our people to be successful in the workplace they need support in their personal, as well as their professional, lives and that is why GS Group's wellness framework is designed to promote health and fitness, resilience, and work-life balance, and our employees benefit from GS Group's policies and programs. GS Group provides a number of policies for its employees that support taking time away from the office when needed, including a minimum of 20 weeks of parental leave and up to four weeks of family care leave in order to assist with the care of family members with a serious health condition, death of an immediate family member or miscarriage, in addition to bereavement leave. GS Group allows managing directors to take time off without a fixed vacation day entitlement and has also set a minimum annual expected vacation usage of 15 days for all employees. For longer-tenured employees, GS Group offers an unpaid sabbatical leave.

GS Group also continues to advance resilience programs, offering all of its people a range of counseling, coaching, medical advisory and personal wellness services. GS Group has evolved and strengthened virtual offerings to enhance access to support, with the aim of maintaining the physical and mental well-being of its people, and enhancing their effectiveness and productivity.

In addition, to support the financial wellness of employees, GS Group offers a variety of resources that help them manage their personal financial health and decision-making, including financial education information sessions, live and on-demand webinars, articles and interactive digital tools.

Competition

The financial services industry is intensely competitive. Our competitors provide private banking and lending, commercial lending, credit cards, transaction banking, deposit-taking and other banking products and services, make markets in interest rate, currency, credit and other derivatives and in loans and other financial assets, and engage in leveraged finance and agency lending. Certain of our competitors operate globally and others regionally, and we compete based on a number of factors, including transaction execution, client experience, products and services, innovation, reputation and price. In addition to financial institutions such as commercial banks, credit card issuers, broker-dealers and investment banking firms, our competitors also include financial technology and other internet- based financial companies. We and other banks also compete for deposits on the basis of the rates we offer. Higher short-term interest rates in recent years have resulted in and may continue to result in more intense competition in deposit pricing, as well as competition from non-deposit financial products.

We also face intense competition in attracting and retaining qualified employees. Our ability to continue to compete effectively has depended and will continue to depend upon our ability to attract new employees, retain and motivate our existing employees and to continue to compensate employees competitively amid intense public and regulatory scrutiny on the compensation practices of large financial institutions, including in jurisdictions such as New York State where we are required to publish certain compensation information as part of the employee hiring process.

Regulation

We are supervised and regulated by the FRB, the NYDFS, the CFPB and the FDIC and are also regulated by the CFTC, SEC and Treasury Department in respect of our swap dealer, security-based swap dealer and government securities dealer activities, respectively. Our London branch is regulated by the FCA and PRA. GSBE is directly supervised by the ECB and additionally by BaFin and Deutsche Bundesbank in the context of the E.U. SSM. GSBE's branches and other offices are also subject to local regulation. GSBE is also registered with the CFTC as a swap dealer and with the SEC as a security-based swap dealer and as a primary dealer for government bonds issued by E.U. sovereigns.

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

As a participant in the banking industry, we are subject to extensive regulation of, among other things, our lending (including origination of credit card loans) and deposit-taking activities, derivatives activities for purposes of market making and risk management, payment activities, capital adequacy, liquidity, funding, inter-affiliate transactions, loan servicing, the establishment of new businesses and implementation of new activities and the formation of new branches or subsidiaries by both federal and state regulators and by foreign regulators in jurisdictions in which we operate. In addition, through GSBE, we engage in certain activities in the E.U., including underwriting and market making in debt and equity securities; advisory services; and asset and wealth management services. As a foreign bank subsidiary of GS Bank USA, GSBE is subject to limits on the nature and scope of its activities under the FRB's Regulation K, including limits on its underwriting and market making in equity securities based on GSBE's and/or our capital. The FRB, the NYDFS and the CFPB have significant discretion in connection with their supervisory, enforcement and examination policies. Any change in such policies, whether by the FRB, the NYDFS or the CFPB, or through legislation, could have a material adverse impact on our business, financial condition and operations.

New regulations have been adopted or are being considered by regulators and policy makers worldwide, as described below. The impacts of any changes to the regulations affecting our businesses, including as a result of the proposals described below, are uncertain and will not be known until such changes are finalized and market practices and structures develop under the revised regulations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Regulatory and Other Matters" in Part II of this Annual Report for further information about regulatory developments impacting us.

Stress Tests and Capital Planning. Under rules adopted by the U.S. federal bank regulatory agencies, implementing 2018 amendments to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), U.S. depository institutions with total consolidated assets of $250 billion or more that are subsidiaries of U.S. global systemically important banks (G-SIBs), including us, are required to submit annual company-run stress test results to their primary federal regulator, which for us is the FRB. In addition to company-run stress testing requirements, we are also required to have our own Internal Capital Adequacy Assessment Process (ICAAP). GSBE also has its own capital and stress testing process, which incorporates internally designed stress tests and those required under German regulatory requirements and the ECB Guide to the ICAAP.

Prompt Corrective Action. The U.S. Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) requires the U.S. federal bank regulatory agencies to take "prompt corrective action" in respect of depository institutions that do not meet specified capital requirements. FDICIA establishes five capital categories for FDIC-insured banks, such as us: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

An institution may be downgraded to, or deemed to be in, a capital category that is lower than is indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions, as the capital category of an institution declines. Failure to meet the capital requirements could also require a depository institution to raise capital. An institution also is prohibited from raising, renewing or rolling over deposits by or through a "deposit broker" (as defined in FDICIA) unless the institution is well-capitalized. The FDIC may waive this prohibition if the institution is adequately capitalized; however, the prohibition cannot be waived if the institution is undercapitalized, significantly undercapitalized or critically undercapitalized.

An institution also is restricted with respect to the deposit interest rates it may offer if the institution is not well- capitalized. Ultimately, critically undercapitalized institutions are subject to the appointment of a receiver or conservator, as described in "Insolvency of an IDI" below.

See Note 19 to the consolidated financial statements in Part III of this Annual Report for information about the quantitative requirements for a depository institution to be considered "well- capitalized."

Dividends. Dividends are reviewed and approved in accordance with our capital management policy. In addition, U.S. federal and state laws impose limitations on the payment of dividends by banks to their shareholders. In general, the amount of dividends that may be paid by us is limited to the lesser of the amounts calculated under a recent earnings test and an undivided profits test.

Under the recent earnings test, a dividend may not be paid if the total of all dividends declared by the entity in any calendar year is in excess of the current year's net income combined with the retained net income of the two preceding years, unless the entity obtains prior regulatory approval. Under the undivided profits test, a dividend may not be paid in excess of the entity's undivided profits (generally, accumulated net profits that have not been paid out as dividends or transferred to surplus).

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

In addition to the recent earnings test and undivided profits test, capital management decisions are also driven by our capital management policy, which establishes guidelines to assist us in maintaining the appropriate level of capital in both business-as- usual and post-stress conditions.

During both the year ended December 2024 and December 2023, we did not declare or pay any dividends to Group Inc.

The applicable U.S. banking regulators have authority to prohibit or limit the payment of dividends if, in the banking regulator's opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the banking organization.

Insolvency of an IDI. Under the Federal Deposit Insurance Act (FDIA), if the FDIC is appointed as conservator or receiver for an IDI such as us, upon its insolvency or in certain other events, the FDIC has broad powers, including the power:

• To transfer any of the IDI's assets and liabilities to a new obligor, including a newly formed "bridge" bank, without the approval of the depository institution's creditors;
• To enforce the IDI's contracts pursuant to their terms without regard to any provisions triggered by the appointment of the FDIC in that capacity; or
• To repudiate or disaffirm any contract or lease to which the IDI is a party, the performance of which is determined by the FDIC to be burdensome and the repudiation or disaffirmance of which is determined by the FDIC to promote the orderly administration of the IDI.

In addition, the claims of holders of domestic deposit liabilities and certain claims for administrative expenses against an IDI would be afforded a priority over other general unsecured claims, including claims of debtholders of the institution, in the "liquidation or other resolution" of such an institution by any receiver. As a result, whether or not the FDIC ever sought to repudiate any of our debt obligations, the debtholders (other than depositors at U.S. branches) would be treated differently from, and could receive, if anything, substantially less than, our depositors at our U.S. branches.

Brokered Deposits. We raise brokered deposits through our deposit sweep agreements and transaction banking activities, and by issuing brokered and institutional CDs. The FDIA prohibits IDIs from raising brokered deposits unless the IDI is "well-capitalized" for prompt corrective action purposes or it is "adequately capitalized" and receives a waiver from the FDIC. Under FDIC regulations governing brokered deposits and interest rate restrictions, a bank that is "adequately capitalized" and raises brokered deposits under a waiver from the FDIC may not pay an interest rate, at the time any such deposit is raised, in excess of (i) 75 basis points over certain national rates described in the FDIC's regulations, or (ii) 90% of the highest interest rate paid on a particular deposit product in the bank's local market area, if the bank provides notice to the FDIC and evidence of such local rate. There are no such restrictions under the FDIA on a bank that is "well-capitalized."

Resolution Plans. We are required to submit to the FDIC a periodic plan for our rapid and orderly resolution in the event of material financial distress or failure (resolution plan). The guidance applicable to covered IDIs, including us, requires that our resolution plan must, among other things, demonstrate that we are adequately protected from risks arising from Group Inc. and its other subsidiaries. Our most recent resolution plan was submitted in December 2023. In 2024, the FDIC adopted revisions to its rule that requires the submission of resolution plans by IDIs with $50 billion or more in total assets. These revisions modify the requirements regarding the content and timing of resolution submissions, as well as interim supplements to those submissions provided to the FDIC. IDIs with $100 billion or more in total assets, including GS Bank USA, are required to submit full resolution plans biennially. Our next required full submission is due by July 1, 2026.

In addition, U.S. G-SIBs, including Group Inc., are required by the FRB and FDIC to submit resolution plans every two years (alternating between submissions of full plans and targeted plans that include only select information). GS Bank USA and GSBE are each included as a material operating entity within Group Inc.'s 2023 resolution plan, which was submitted in June 2023. We expect that GS Bank USA and GSBE will each be included as a material operating entity within Group Inc.'s next required submission, which is a targeted submission due by July 1, 2025.

GOLDMAN SACHS BANK USA AND SUBSIDIARIES

If these regulators jointly determine that a BHC has failed to remediate identified deficiencies in its resolution plan or that its resolution plan, after any permitted resubmission, is not credible or would not facilitate an orderly resolution under the U.S. Bankruptcy Code, they may jointly impose more stringent capital, leverage or liquidity requirements or restrictions on growth, activities or operations or may jointly order a BHC to divest assets or operations, in order to facilitate orderly resolution in the event of failure, any of which may impact us.

The U.S. federal bank regulatory agencies have rules imposing restrictions on qualified financial contracts (QFCs) entered into by G-SIBs, including their subsidiaries. These rules are intended to facilitate the orderly resolution of a failed G-SIB by limiting the ability of the G-SIB to enter into a QFC unless (i) the counterparty waives certain default rights in such contract arising upon the entry of the G-SIB or one of its affiliates into resolution, (ii) the contract does not contain enumerated prohibitions on the transfer of such contract and/or any related credit enhancement, and (iii) the counterparty agrees that the contract will be subject to the special resolution regimes set forth in the Dodd-Frank Act orderly liquidation authority (OLA) and the FDIA. We have achieved compliance by adhering to the International Swaps and Derivatives Association Universal Resolution Stay Protocol (ISDA Universal Protocol) and International Swaps and Derivatives Association 2018 U.S. Resolution Stay Protocol (U.S. ISDA Protocol) described below.

The ISDA Universal Protocol imposes a stay on certain cross- default and early termination rights within standard ISDA derivative contracts and securities financing transactions between adhering parties in the event that one of them is subject to resolution in its home jurisdiction, including a resolution under OLA or the FDIA in the U.S. The U.S. ISDA Protocol, which was based on the ISDA Universal Protocol, was created to allow market participants to comply with the final QFC rules adopted by the federal bank regulatory agencies.

The E.U. Bank Recovery and Resolution Directive (BRRD), as amended by BRRD II, establishes a framework for the recovery and resolution of financial institutions in the E.U., such as GSBE. The BRRD provides national supervisory authorities with tools and powers to pre-emptively address potential financial crises in order to promote financial stability and minimize taxpayers' exposure to losses. The BRRD requires E.U. member states to grant certain resolution powers to national and, where relevant, E.U. resolution authorities, including the power to impose a temporary stay, and to recapitalize a failing entity by writing down its unsecured debt or converting its unsecured debt into equity. Financial institutions in the E.U. must provide that contracts governed by non-E.U. law recognize those temporary stay and bail-in powers unless doing so would be impracticable. GSBE is under the direct remit of the Single Resolution Board for resolution planning. E.U. law requires financial institutions in the E.U., including subsidiaries of non-E.U. groups, to submit recovery plans and to assist the relevant resolution authority in constructing resolution plans for the E.U. entities. GSBE's primary regulator with respect to recovery planning is the ECB, and it is also regulated by BaFin and Deutsche Bundesbank. GSBE is required to submit recovery plans to the ECB.

Capital and Liquidity Requirements. We are subject to consolidated risk-based regulatory capital and leverage requirements that are calculated in accordance with the regulations of the FRB (Capital Framework). The Capital Framework is largely based on the Basel Committee on Banking Supervision's (Basel Committee) framework for strengthening the regulation, supervision and risk management of banks (Basel

1. and also implements certain provisions of the Dodd-Frank Act. The Basel Committee is the primary global standard setter for prudential bank regulation and its member jurisdictions implement regulations based on its standards and guidelines. However, the Basel Committee's standards do not become effective in a jurisdiction until the relevant regulators have adopted rules to implement its standards. Under the U.S. federal bank regulatory agencies' tailoring framework, we are subject to "Category I" standards because Group Inc. has been designated as a G-SIB and (with respect to liquidity requirements) because we have $10 billion or more in total consolidated assets. Accordingly, we are an "Advanced approach" banking organization. Under the Capital Framework, we must meet specific regulatory capital requirements that involve quantitative measures of assets, liabilities and certain off-balance sheet items. The sufficiency of our capital levels is also subject to qualitative judgments by regulators. We are also subject to liquidity requirements established by the U.S. federal bank regulatory agencies that require us to meet specified ratios.