UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 1024, ~~2021~~2022

GreenSky, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38506		82-2135346
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5565 Glenridge Connector Suite 700		30342
5565 GLENRIDGE CONNECTOR SUITE 700		30342
Atlanta, Georgia		(Zip Code)
ATLANTA, Georgia		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (678) 264-6105

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading Symbol	Name of each exchange on which registered
Class A common stock, $0.01 par value	GSKY	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.~~07 Submission of Matters to a Vote of Security Holders~~01 Other Events.

OnAs ~~December~~previously 10disclosed, on September 14, 2021, GreenSky, Inc., a Delaware corporation (“GreenSky”), entered ~~held~~into aan ~~virtual special~~Agreement ~~meeting~~and Plan of ~~its~~Merger ~~stockholders~~ (~~the~~as ~~“Special~~amended ~~Meeting”)~~or otherwise modified from time to ~~vote~~time, onincluding by the ~~proposals~~Joinder ~~identified~~Agreements, indated as of November 5, 2021, the ~~definitive~~“Merger Agreement”), ~~proxy~~by ~~statement~~and ofamong ~~GreenSky~~The ~~prepared~~Goldman inSachs ~~connection~~Group, ~~with~~Inc., ~~the Mergers~~a ~~(as~~Delaware ~~defined~~corporation ~~below~~(“GS Group”), ~~which~~Goldman ~~also~~Sachs ~~constitutes~~Bank USA, a ~~prospectus~~bank organized under the laws of ~~The~~the State ~~Goldman~~of ~~Sachs~~New ~~Group~~York (“GS Bank”), ~~Inc.~~Glacier Merger Sub 1, LLC, a Delaware ~~corporation~~limited liability company and wholly owned subsidiary of GS Bank (“Merger Sub 1”), Glacier Merger Sub 2, LLC, a Georgia limited liability company and wholly owned subsidiary of GS ~~Group~~Bank (“Merger Sub 2”) and GreenSky Holdings, ~~filed~~LLC, ~~with~~a ~~the~~Georgia Ulimited liability company and subsidiary of GreenSky (“GreenSky Holdings”).S. ~~Securities~~Upon the terms and subject to the satisfaction or waiver ~~Exchange~~ of ~~Commission~~certain onconditions ~~November~~set 9forth in the Merger Agreement, ~~2021~~(i) GreenSky will be merged with and into Merger Sub 1 (the “Company Merger”), with Merger Sub 1 surviving the Company Merger as ~~supplemented~~a onwholly ~~December~~owned 3subsidiary of GS Bank, ~~2021~~and (ii), Merger ~~which~~Sub ~~was~~2 ~~first~~will ~~mailed~~be tomerged with and into GreenSky’s ~~stockholders~~Holdings on(the ~~November~~“Holdings 9Merger” and, ~~2021~~together with the Company Merger, the “Mergers”), with GreenSky Holdings surviving the Holdings Merger as a subsidiary of GS Bank and Merger Sub 1.

As of ~~the~~March ~~close of business on November 2~~24, ~~2021~~2022, ~~the~~all ~~record~~regulatory ~~date~~conditions ~~for~~set ~~the~~forth ~~Special~~in ~~Meeting (~~the ~~“Record~~Merger ~~Date”),~~Agreement ~~there~~ were ~~184,233,171~~satisfied. Subject ~~shares of GreenSky common stock issued and outstanding and entitled~~ to ~~vote at~~ the ~~Special~~satisfaction ~~Meeting,~~or ~~consisting~~waiver of ~~92,135,984 shares of GreenSky Class A common stock, par value $0.01 per share (~~the ~~“Class A~~remaining ~~Common~~closing ~~Stock”)~~ conditions, ~~and 92,097,187 shares of GreenSky Class B common stock, par value $0.001 per share (~~the ~~“Class B~~Mergers ~~Common~~are ~~Stock”,~~expected ~~and~~to ~~together~~close ~~with~~on ~~the~~March ~~Class A Common Stock~~29, ~~the “Common Stock”)~~2022. ~~On each matter properly brought before the Special Meeting, each holder of Class A Common Stock was entitled to one vote per share of Class A~~ Common Stock and each holder of Class B Common Stock was entitled to ten votes per share of Class B Common Stock, in each case, held on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters.

~~70.15%~~Forward-Looking of all of the shares of issued and outstanding Common Stock entitled to vote were represented either virtually or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. The tables below detail the voting results for each proposal:Statements

1.This ~~Proposal~~communication tocontains ~~adopt~~forward-looking statements within the ~~Agreement~~meaning ~~and~~of ~~Plan~~the Private Securities Litigation Reform Act of ~~Merger~~1995 regarding GreenSky and GS Group including, ~~dated~~but asnot limited to, statements related to the proposed acquisition of ~~September~~GreenSky 14and the anticipated timing, ~~2021~~results ~~(as~~and ~~amended~~benefits orthereof, ~~otherwise~~statements ~~modified~~regarding ~~from~~the ~~time~~expectations toand ~~time,~~beliefs of the ~~“Merger~~board ~~Agreement”)~~of directors of GreenSky, byGreenSky management, ~~and~~the ~~among~~board of directors of GS Group, ~~Goldman~~or ~~Sachs~~GS ~~Bank~~Group ~~USA~~management, aand ~~bank~~other ~~organized~~statements ~~under~~that ~~the~~are ~~laws~~not ofhistorical facts. Readers can generally identify forward-looking statements by the ~~State~~use of ~~New~~forward-looking ~~York~~terminology (such as “GSoutlook,” “potential,” ~~Bank~~“continue,”) “may,” ~~Glacier~~“seek,” ~~Merger~~“approximately,” ~~Sub~~“predict,” 1“believe,” ~~LLC~~“expect,” a“plan,” ~~Delaware~~“intend,” ~~limited~~“poised,” ~~liability~~“estimate” ~~company~~or “anticipate” and ~~wholly~~similar ~~owned~~expressions ~~subsidiary~~or the negative versions of GSthese ~~Bank~~words ~~(“Merger~~or ~~Sub~~comparable 1words, as well as future or conditional verbs such as “will,”) “should,” ~~Glacier~~“would,” ~~Merger~~“likely” ~~Sub~~and 2“could”. These forward-looking statements are based on GreenSky’s and GS Group’s current plans, ~~LLC~~objectives, aestimates, ~~Georgia~~expectations ~~limited~~and ~~liability~~intentions ~~company~~and inherently involve significant risks and ~~wholly~~uncertainties, ~~owned~~many ~~subsidiary~~of which are beyond GreenSky’s or GS Group’s control. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with GreenSky’s and GS ~~Bank~~Group’s ~~(“Merger~~ability ~~Sub~~to ~~2”)~~complete the proposed acquisition on the proposed terms or on the anticipated timeline, or at all, including: the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed acquisition; risks related to diverting the attention of GreenSky and/or GS Group management from ongoing business operations; failure to realize the expected benefits of the proposed acquisition; significant transaction costs and/or unknown or inestimable liabilities; the risk of litigation in connection with the proposed acquisition, including resulting expense or delay; the risk that GreenSky’s ~~Holdings~~business will not be integrated successfully or that such integration may be more difficult, ~~LLC~~time-consuming or costly than expected; risks related to future opportunities and plans for GreenSky’s business, aincluding ~~Georgia~~the ~~limited~~uncertainty ~~liability~~of ~~company~~financial performance and ~~subsidiary~~results of GS Group following completion of the proposed acquisition; disruption from the proposed acquisition, making it more difficult to conduct business as usual or for GreenSky (“to maintain relationships with bank partners, other funding sources or purchasers of receivables related to, or economic participations in, loans originated by GreenSky’s ~~Holdings”)~~bank partners, ~~and~~merchants, ~~thereby~~sponsors ~~approve~~of merchants, consumers, suppliers, distributors, partners, employees, regulators or other third parties; effects relating to the ~~merger~~announcement of ~~(i)~~the proposed acquisition or any further announcements or the consummation of the proposed acquisition on the market price of GreenSky ~~with~~common stock ~~and~~or ~~into~~GS ~~Merger~~Group ~~Sub~~common 1stock; (the ~~“Company~~possibility ~~Merger”)~~that, ~~with~~if ~~Merger~~GS ~~Sub~~Group 1does ~~surviving~~not achieve the ~~Company~~perceived ~~Merger~~benefits of the proposed acquisition as arapidly ~~wholly~~or ~~owned~~to ~~subsidiary~~the extent anticipated by financial analysts or investors or at all, the market price of GS ~~Bank,~~Group common stock could decline; regulatory initiatives and ~~(ii)~~changes ~~Merger~~in ~~Sub~~tax 2laws; ~~with~~market volatility and ~~into~~changes in economic conditions; and other risks and uncertainties affecting GreenSky ~~Holdings~~and (GS Group, including those described from time to time under the caption “~~Holdings~~Risk ~~Merger~~Factors” and ~~together~~elsewhere ~~with~~in GreenSky’s and GS Group’s SEC filings and reports, including GreenSky’s Annual Report on Form 10-K for the ~~Company~~fiscal ~~Merger~~year ended December 31, 2021 and GS Group’s Annual Report on Form 10-K for the ~~“Mergers”~~fiscal year ended December 31, 2021, and future filings and reports by either company. In addition, the trajectory and future impact of the COVID-19 pandemic remains highly uncertain and can change rapidly, and the extent of the pandemic’s continuing and ultimate impact on GS Group, GreenSky, GreenSky’s bank partners and merchants, borrowers under the GreenSky® consumer financing program, loan demand (in particular, for elective healthcare procedures), legal and regulatory matters, consumers’ ability or willingness to pay, information security and consumer privacy, the capital markets, the economy in general and changes in the U.S. economy that could materially impact consumer spending behavior, unemployment and demand for products of GS Group and GreenSky are highly uncertain and cannot be predicted with confidence at this time. Moreover, other risks and uncertainties of which GreenSky ~~Holdings~~or ~~surviving~~GS Group are not currently aware may also affect each company’s forward-looking statements and may cause actual results and the ~~Holdings~~timing ~~Merger~~of events to differ materially from those anticipated. Readers of this communication are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this communication are made only as aof ~~subsidiary~~the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by GreenSky or GS ~~Bank~~Group on their respective websites or otherwise. Except as otherwise required by law, neither GreenSky nor GS Group undertakes any obligation, and ~~Merger~~each ~~Sub~~expressly 1disclaims (any obligation, to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the ~~“Merger~~date ~~Proposal”)~~as of which the forward-looking statements were made.

Set forth below are the voting results for the Merger Proposal.

Votes For		Votes Against		Abstentions		Broker Non-Votes
710,491,840		271,864		4,070		0

As a result, GreenSky’s stockholders approved the Merger Proposal.

2. Proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of GreenSky in connection with the consummation of the Mergers (the “Non-Binding Compensation Proposal”).

Set forth below are the voting results for the Non-Binding Compensation Proposal.

Votes For		Votes Against		Abstentions		Broker Non-Votes
704,635,617		2,993,934		3,138,223		0

As a result, GreenSky’s stockholders approved the Non-Binding Compensation Proposal.

3. In connection with the Special Meeting, GreenSky also solicited proxies with respect to the adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of such adjournment to approve such proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the GreenSky stockholders for approval at the Special Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GREENSKY, INC. By: /s/ Steven E. Fox Name: Steven E. Fox Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

	GREENSKY, INC.


Date: March 28, 2022	By:	/s/ Steven Fox
		Name:	Steven Fox
		Title:	Executive Vice President and Chief Legal Officer

Date: December 10, 2021

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