The Goldman Sachs Group, Inc., Sumitomo Bank Capital Markets, Inc., Kamehameha Activities Association and the underwriters for the U.S. offering (the "U.S. underwriters") named below have entered into an underwriting agreement with respect to the shares being offered in the United States and Canada. Subject to certain conditions, each U.S. underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, PaineWebber Incorporated, Prudential Securities Incorporated, Salomon Smith Barney Inc., Sanford C. Bernstein & Co., Inc. and Schroder & Co. Inc. are the representatives of the U.S. underwriters.

The U.S. underwriters had the option, if they sold more than 48,000,000 shares, to purchase up to an additional 7,200,000 shares from The Goldman Sachs Group, Inc. The foregoing table reflects the exercise, in full, by the U.S. underwriters of such option.

Shares sold by the underwriters to the public are being offered at the initial public offering price set forth on the cover page of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $1.35 per share from the initial public offering price. Any such securities dealers may resell any shares purchased from the underwriters to certain other brokers or dealers at a discount of up to $0.10 per share from the initial public offering price. If all of the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms.

The offer and sale by the underwriters of the shares of common stock is subject to the underwriters having received and accepted the shares from The Goldman Sachs Group, Inc., Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association. In addition, the underwriters may, in their sole discretion, reject all or any part of any order for the shares which is received by them. The underwriters expect to deliver the shares in New York, New York on the date indicated on the front cover page of this prospectus in exchange for payment in immediately available funds.

The Goldman Sachs Group, Inc., Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association have entered into underwriting agreements with underwriters for the sale of 8,000,000 shares outside of the United States, Canada and the Asia/Pacific region and 4,000,000 shares in the Asia/Pacific region. The terms and conditions of all three offerings are the same and the sale of shares in all three offerings are conditioned on each other. Goldman Sachs International, ABN AMRO Rothschild, Banque Nationale de Paris, BAYERISCHE HYPO- und VEREINSBANK Aktiengesellschaft, Cazenove & Co., Commerzbank Aktiengesellschaft, Deutsche Bank AG London, ING Barings Limited as Agent for ING Bank N.V., London Branch, Kleinwort Benson Limited, MEDIOBANCA - Banca di Credito Finanziaro S.p.A., Paribas and UBS AG, acting through its division Warburg Dillon Read, are representatives of the underwriters for the international offering outside of the United States, Canada and the Asia/Pacific region (the "International underwriters") and Goldman Sachs (Asia) L.L.C., BOCI Asia Limited, China Development Industrial Bank Inc., China International Capital Corporation Limited, Daiwa Securities (H.K.) Limited, The Development Bank of Singapore Ltd, HSBC Investment Bank Asia Limited, Jardine Fleming Securities Limited, KOKUSAI Securities (Hong Kong) Limited, Kotak Mahindra (International) Limited, The Nikko Merchant Bank (Singapore) Limited, Nomura International plc, Samsung Securities Co., Ltd., Standard Chartered Asia Limited and Were Stockbroking Limited are representatives of the underwriters for the Asia/Pacific region offering (the "Asia/Pacific underwriters"). The International and Asia/Pacific underwriters have exercised, in full, their options to purchase 1,800,000 shares of common stock from The Goldman Sachs Group, Inc.

The underwriters for each of the three offerings have entered into an agreement in which they have agreed to restrictions on where and to whom they and any dealer purchasing from them may offer shares as a part of the distribution of the shares. The underwriters have also agreed that they may sell shares among each of the underwriting groups.

The Goldman Sachs Group, Inc., Sumitomo Bank Capital Markets, Inc., Kamehameha Activities Association, the parties to the shareholders' agreement, including all of the directors and executive officers of The Goldman Sachs Group, Inc., and the retired limited partners have agreed not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. This agreement does not apply to the shares of common stock underlying any awards described under "Management — The Employee Initial Public Offering Awards" that are received by persons who are not managing directors or any future awards granted under the stock incentive plan. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

Prior to the offerings, there has been no public market for the shares. The initial public offering price has been negotiated among The Goldman Sachs Group, Inc. and the representatives. Among the factors considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, were The Goldman Sachs Group, Inc.'s historical performance, estimates of the business potential and earnings prospects of The Goldman Sachs Group, Inc., an assessment of The Goldman Sachs Group, Inc.'s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

The common stock will be listed on the NYSE under the symbol "GS". In order to meet one of the requirements for listing the common stock on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 2,000 beneficial holders.

In connection with the offerings, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offerings. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the common stock while the offerings are in progress.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

After the offerings, because Goldman, Sachs & Co. is a member of the NYSE and because of its relationship to The Goldman Sachs Group, Inc., it will not be permitted under the rules of the NYSE to make markets in or recommendations regarding the purchase or sale of the common stock. This may adversely affect the trading market for the common stock.

Also, because of the relationship between Goldman, Sachs & Co. and GS-Online LLC and The Goldman Sachs Group, Inc., the offerings are being conducted in accordance with Rule 2720 of the NASD. That rule requires that the initial public offering price can be no higher than that recommended by a "qualified independent underwriter", as defined by the NASD. Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated have served in that capacity and performed due diligence investigations and reviewed and participated in the preparation of the registration statement of which this prospectus forms a part. Each of Donaldson, Lufkin & Jenrette Securities Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated has received $10,000 from The Goldman Sachs Group, Inc. as compensation for such role.

The underwriters may not confirm sales to discretionary accounts without the prior written approval of the customer.

Goldman, Sachs & Co., Goldman Sachs International, Goldman Sachs (Asia) L.L.C. and GS-Online LLC are subsidiaries of The Goldman Sachs Group, Inc. In aggregate, these four affiliated underwriters have severally agreed to purchase approximately 4.8% of the shares being offered in the three offerings. If any of the shares underwritten by these four affiliates are sold by them at a price less than the initial public offering price, the net proceeds from the offerings to The Goldman Sachs Group, Inc. on a consolidated basis will be reduced because such affiliates and The Goldman Sachs Group, Inc. are accounted for on a consolidated basis.

The Goldman Sachs Group, Inc., Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association estimate that their shares of the total expenses of the offerings, excluding underwriting discounts and commissions, will be approximately $9,000,000, $100,000 and $100,000, respectively.

The Goldman Sachs Group, Inc., Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association have 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, L.P., The Goldman Sachs Group, Inc. and their affiliates for which they have in the past received, and may in the future receive, customary fees. The Goldman Sachs Group, L.P., The Goldman Sachs Group, Inc. and their 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.

This prospectus may be used by the underwriters and other dealers in connection with offers and sales of the shares, including sales of shares initially sold by the underwriters in the offerings being made outside of the United States, to persons located in the United States.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell or to buy only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Through and including May28, 1999 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

60,000,000 Shares

The Goldman Sachs
Group, Inc.

Common Stock

Goldman, Sachs & Co.

Bear, Stearns & Co. Inc.