ot | Free Writing Prospectus pursuant to Rule 433 dated June 6, 2023 / Registration Statement No. 333-269296 STRUCTURED INVESTMENTS Opportunities in U.S. Equities GS Finance Corp. |
Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due January 6, 2025
Principal at Risk Securities
The Lookback Trigger Performance Leveraged Upside SecuritiesSM (Trigger PLUS) do not bear interest and are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.
You should read the accompanying preliminary pricing supplement dated June 6, 2023, 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.
KEY TERMS |
| Trigger PLUS Payoff Diagram* | ||
Issuer / Guarantor: | GS Finance Corp. / The Goldman Sachs Group, Inc. |
| ||
Underlying ETF: | Invesco S&P 500® Equal Weight ETF (Bloomberg symbol, “RSP UP Equity”) | |||
Index: | with respect to the underlying ETF, the S&P 500® Equal Weight Index | |||
Pricing date: | expected to price on or about June 16, 2023 | |||
Original issue date: | expected to be June 22, 2023 | |||
Valuation date: | expected to be December 31, 2024 | |||
Stated maturity date: | expected to be January 6, 2025 | |||
Payment at maturity (for each $1,000 stated principal amount of your Trigger PLUS): | If the final ETF price is greater than the initial ETF price, $1,000 + the leveraged upside payment, subject to the maximum payment at maturity In no event will the payment at maturity exceed the maximum payment at maturity. If the final ETF price is equal to or less than the initial ETF price, but greater than or equal to the trigger price, $1,000 If the final ETF price is less than the trigger price, 1,000 × ETF performance factor. This amount will be less than the stated principal amount of $1,000, will represent a loss of more than 20.00% and could be zero | |||
Leveraged upside payment: | $1,000 × leverage factor × ETF percent increase | Hypothetical Final ETF Price (as Percentage of Initial ETF Price) | Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) | |
Leverage factor: | 200.00% | 150.000% | 115.000% | |
Maximum payment at maturity (set on the pricing date): | At least $1,150 per Trigger PLUS (at least 115.00% of the stated principal amount) | |||
140.000% | 115.000% | |||
ETF percent increase: | (final ETF price - initial ETF price) / initial ETF price | 130.000% | 115.000% | |
120.000% | 115.000% | |||
Initial ETF price: | the lowest closing price of the underlying ETF during the initial observation period | 107.500% | 115.000% | |
Initial observation period: | expected to be each scheduled ETF business day during the approximately one-month period from and including the pricing date to and including July 17, 2023 | 106.000% | 112.000% | |
105.000% | 110.000% | |||
100.000% | 100.000% | |||
Final ETF price: | the closing price of the underlying ETF on the valuation date | 95.000% | 100.000% | |
Trigger price: | 80.00% of the initial ETF price | 90.000% | 100.000% | |
ETF performance factor: | final ETF price / initial ETF price | 85.000% | 100.000% | |
80.000% | 100.000% | |||
CUSIP / ISIN: | 40057TAH7 / US40057TAH77 | 79.999% | 79.999% | |
Estimated value range: | $900 to $960 (which is less than the original issue price; see the accompanying preliminary pricing supplement) | 50.000% | 50.000% | |
25.000% | 25.000% | |||
0.000% | 0.000% |
*assumes a maximum payment at maturity of $1,150 per Trigger PLUS
About Your Trigger PLUS |
The amount that you will be paid on your Trigger PLUS on the stated maturity date is based on the performance of the Invesco S&P 500® Equal Weight ETF (ETF) as measured from the initial ETF price, which will be the lowest closing price of the ETF during the initial observation period, to the final ETF price.
The return on your Trigger PLUS is linked to the performance of the ETF, and not to that of the S&P 500® Equal Weight Index (index) on which the ETF is based. The ETF employs a “full replication” methodology in seeking to track its index, meaning that it generally will invest in all of the securities comprising its index in proportion to their weightings in the index. However, under various circumstances, the ETF follows a strategy of “representative sampling”, which means the ETF’s holdings are not the same as those of its index. The performance of the ETF may significantly diverge from that of its index.
If the final ETF price is greater than the initial ETF price, the return on your Trigger PLUS will be positive and equal to the product of the leverage factor of 200.00% multiplied by the ETF percent increase (the percentage increase in the final ETF price from the initial ETF price), subject to the maximum payment at maturity of at least $1,150 (set on the pricing date) per Trigger PLUS. If the final ETF price is equal to or less than the initial ETF price but greater than or equal to the trigger price of 80.00% of the initial ETF price, you will receive the principal amount of your Trigger PLUS. However, if the final ETF price is less than the trigger price, you will lose a significant portion or all of your investment.
The Trigger PLUS are for investors willing to forgo interest payments and risk losing their entire investment if the final ETF price is less than the trigger price in exchange for the use of an initial observation period in determining the initial ETF price and the potential to earn 200.00% of any positive return of the underlying ETF, subject to the maximum payment at maturity.
The initial ETF price will be the lowest closing price of the ETF during the initial observation period. If the calculation agent determines that a market disruption event occurs on any scheduled ETF business day during the initial observation period or such day is not an ETF business day, the closing price of the ETF on such day will not be included in the calculation of 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 Trigger PLUS 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 Trigger PLUS 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 Trigger PLUS and certain risks.
RISK FACTORS |
An investment in the Trigger PLUS 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 Trigger PLUS are a riskier investment than ordinary debt securities. Also, your Trigger PLUS are not equivalent to investing directly in the underlying ETF stocks, i.e., the stocks comprising the underlying ETF to which your Trigger PLUS are linked. You should carefully consider whether the offered Trigger PLUS 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
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 Trigger PLUS 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 Trigger PLUS and certain risks.
Additional Risks Related to the Underlying ETF
Risks Related to Tax
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:
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 Trigger PLUS 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 Trigger PLUS and certain risks.
The following risk factors are discussed in greater detail in the accompanying prospectus:
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 Trigger PLUS, 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 Trigger PLUS 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 Trigger PLUS and certain risks.