| Free Writing Prospectus pursuant to Rule 433 dated May 20, 2024 / Registration Statement No. 333-269296 STRUCTURED INVESTMENTS Opportunities in U.S. Equities GS Finance Corp. |
Jump Securities Based on the Price of the Utilities Select Sector SPDR® Fund due June 27, 2025
Principal at Risk Securities
The Jump Securities do not bear interest and are unsecured securities issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. You should read the accompanying preliminary pricing supplement dated May 20, 2024, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. |
| Security Payoff Diagram* | ||
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KEY TERMS |
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Issuer / Guarantor: | GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Underlying ETF: | Utilities Select Sector SPDR® Fund (Bloomberg symbol, “XLU UP Equity”) |
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Index: | with respect to the underlying ETF, the Utilities Select Sector Index |
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Pricing date: | expected to price on or about May 24, 2024 |
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Original issue date: | expected to be May 30, 2024 |
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Valuation date: | expected to be June 24, 2025 |
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Stated maturity date: | expected to be June 27, 2025 |
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Payment at maturity (for each $1,000 stated principal amount of your securities): | if the final ETF price is greater than or equal to the initial ETF price, $1,000 + the upside payment (in no event will the payment at maturity exceed $1,000 plus the upside payment); or if the final ETF price is less than the initial ETF price, $1,000 × the ETF performance factor This amount will be less than the stated principal amount of $1,000 and could be zero. |
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Upside payment (set on the pricing date): | at least $155.00 per security (at least 15.50% of the stated principal amount) |
| Hypothetical Final ETF Price (as Percentage of Initial ETF Price) | Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
Initial ETF price: | , which is the closing price of the underlying ETF on the pricing date |
| 200.000% | 115.500% |
| 185.000% | 115.500% | ||
Final ETF price: | the closing price of the underlying ETF on the valuation date |
| 175.000% | 115.500% |
ETF performance factor: | final ETF price / initial ETF price |
| 150.000% | 115.500% |
| 125.000% | 115.500% | ||
CUSIP / ISIN: | 40058ALE2 / US40058ALE28 |
| 100.000% | 115.500% |
Estimated value range: | $905 to $965 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
| 99.000% | 99.000% |
| 95.000% | 95.000% | ||
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| 85.000% | 85.000% |
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| 75.000% | 75.000% | |
| 50.000% | 50.000% | ||
| 25.000% | 25.000% | ||
| 0.000% | 0.000% | ||
| * assumes an upside payment of $155.00 per security. |
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the securities and certain risks.
About Your Securities |
The amount that you will be paid on your securities on the stated maturity date is based on the performance of the Utilities Select Sector SPDR® Fund as measured from the pricing date to and including the valuation date.
The return on your securities is linked to the performance of the ETF, and not to that of the Utilities Select Sector Index on which the ETF is based.
If the final ETF price is greater than or equal to the initial ETF price (set on the pricing date), the return on your securities will be positive and equal to at least 15.50% (set on the pricing date). However, if the final ETF price is less than the initial ETF price, you will lose a portion of your investment.
The securities are for investors who seek the potential to earn a fixed return of at least 15.50% if the underlying ETF appreciates or does not depreciate from the initial ETF price to the final ETF price, are willing to forgo interest payments and are willing to risk losing their entire investment if the final ETF price is less than the initial ETF price.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, general terms supplement no. 8,999 and preliminary pricing supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, general terms supplement no. 8,999 and preliminary pricing supplement and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement, general terms supplement no. 8,999 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The securities are notes that are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the securities and certain risks.
RISK FACTORS |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 8,999, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. In addition to the below, you should read in full “Risk Factors” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 8,999, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your securities are a riskier investment than ordinary debt securities. Also, your securities are not equivalent to investing directly in the underlying index stocks, i.e., the stocks comprising the underlying indexes to which your securities are linked. You should carefully consider whether the offered securities are appropriate given your particular circumstances.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
Risks Related to Conflicts of Interest
Additional Risks Related to the Underlying ETF
Risks Related to Tax
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the securities and certain risks.
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 8,999:
Risks Related to Structure, Valuation and Secondary Market Sales
Risks Related to Conflicts of Interest
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
The following risk factors are discussed in greater detail in the accompanying prospectus:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
TAX CONSIDERATIONS |
You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Supplemental Discussion of U.S. Federal Income Tax Consequences” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax advisor.
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the securities and certain risks.