Free Writing Prospectus pursuant to Rule 433 dated June 20, 2024
Registration Statement No. 333-269296
| Index-Linked Notes due |
OVERVIEW | |
The notes (CUSIP: 40058AW42) do not bear interest. The amount that you will be paid on your notes on the stated maturity date is based on the lesser performing of the Russell 2000® Index and the S&P 500® Index as measured from the trade date to and including the determination date.
If the final underlier level of each underlier on the determination date is greater than its initial underlier level (set on the trade date and will be an intra-day level or the closing level of such underlier on the trade date), the return on your notes will be positive and will equal the underlier return of the lesser performing underlier, subject to the maximum settlement amount.
If the final underlier level of any underlier is equal to or less than its initial underlier level, for each $1,000 face amount of your notes you will receive the greater of (i) the minimum settlement amount of $950 and (ii) $1,000 plus the product of $1,000 times the lesser performing underlier return. If the final level of any underlier is less than its initial underlier level, you will receive less than the face amount of your notes.
You should read the accompanying preliminary pricing supplement dated June 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.
KEY TERMS | |
CUSIP/ISIN: | 40058AW42 / US40058AW426 |
Company (Issuer): | GS Finance Corp. |
Guarantor: | The Goldman Sachs Group, Inc. |
Underliers (each individually, an underlier): | the Russell 2000® Index (current Bloomberg symbol: “RTY Index”) and the S&P 500® Index (current Bloomberg symbol: “SPX Index”) |
Trade date: | expected to be June 28, 2024 |
Settlement date: | expected to be July 3, 2024 |
Determination date: | expected to be June 29, 2026 |
Stated maturity date: | expected to be July 2, 2026 |
Initial underlier level: | with respect to an underlier, an intra-day level or the closing level of such underlier on the trade date |
Final underlier level: | with respect to an underlier, the closing level of such underlier on the determination date |
Underlier return: | with respect to an underlier, the quotient of (i) its final underlier level minus its initial underlier level divided by (ii) its initial underlier level, expressed as a percentage |
Upside participation rate: | 100% |
Cap level: | for each underlier, 156.25% of its initial underlier level |
Maximum settlement amount: | $1,562.5 |
Minimum settlement amount: | $950 |
Payment amount at maturity (for each $1,000 face amount of your notes) | ● if the underlier return of each underlier is greater than 0% (the final underlier level of each underlier is greater than its initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the lesser performing underlier return, subject to the maximum settlement amount; or ● if the underlier return of any underlier is equal to or less than 0% (the final underlier level of any underlier is equal to or less than its initial underlier level), the greater of (i) the minimum settlement amount of $950 and (ii) the sum of (a) $1,000 plus (b) the product of (1) $1,000 times (2) the lesser performing underlier return. |
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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underliers, the terms of the notes and certain risks.
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Lesser performing underlier return: | the underlier return of the lesser performing underlier |
Lesser performing underlier: | the underlier with the lowest underlier return |
Estimated value range: | $925 and $955 (which is less than the original issue price; see accompanying preliminary pricing 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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underliers, the terms of the notes and certain risks.
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Hypothetical Payment Amount at Maturity* |
|
Hypothetical Final Underlier Level of the Lesser Performing Underlier | Hypothetical Cash Settlement Amount at Maturity |
(as Percentage of Initial Underlier Level) | (as Percentage of Face Amount) |
200.000% | 156.250% |
175.000% | 156.250% |
156.250% | 156.250% |
120.000% | 120.000% |
110.000% | 110.000% |
100.000% | 100.000% |
98.000% | 98.000% |
96.000% | 96.000% |
95.000% | 95.000% |
70.000% | 95.000% |
50.000% | 95.000% |
20.000% | 95.000% |
0.000% | 95.000% |
* assumes a maximum settlement amount of $1,562.5.
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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underliers, the terms of the notes and certain risks.
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About Your Notes |
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, underlier supplement no. 39, 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, underlier supplement no. 39, 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, underlier supplement no. 39, general terms supplement no.8,999 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The notes 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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underliers, the terms of the notes and certain risks.
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RISK FACTORS |
An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 8,999, accompanying underlier supplement no. 39, 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 “Additional Risk Factors Specific to Your Notes” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 8,999 and “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 39, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales ▪ The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes ▪ The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor ▪ You May Lose a Portion of Your Investment in the Notes ▪ The Amount Payable on Your Notes Is Not Linked to the Levels of the Underliers at Any Time Other Than the Determination Date ▪ The Cash Settlement Amount Will Be Based Solely on the Lesser Performing Underlier ▪ Your Notes Do Not Bear Interest ▪ The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors |
| ▪ The Potential for the Value of Your Notes to Increase Will Be Limited ▪ If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected ▪ You Have No Shareholder Rights or Rights to Receive Any Underlier Stock ▪ We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price Risks Related to Tax ▪ Your Notes Will Be Treated as Debt Instruments Subject to Special Rules Governing Contingent Payment Debt Instruments for U.S. Federal Income Tax Purposes ▪ Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities |
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 ▪ If the Value of an Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner ▪ The Return on Your Notes Will Not Reflect Any Dividends Paid on Any Underlier, or Any Underlier Stock, as Applicable ▪ Past Performance is No Guide to Future Performance ▪ Your Notes May Not Have an Active Trading Market ▪ The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount, If Any, Payable on Your Notes ▪ The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing Risks Related to Conflicts of Interest |
| ▪ Other Investors in the Notes May Not Have the Same Interests as You ▪ Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes ▪ Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes ▪ Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes ▪ You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes ▪ Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Underlier or Underliers or Constituent Indices, As |
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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underliers, the terms of the notes and certain risks.
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Applicable, the Investment Advisors of the Underlier or Underliers, As Applicable, or the Issuers of the Underlier or the Underlier Stocks or Other Entities That Are Involved in the Transaction ▪ The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a |
| Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties Risks Related to Tax ▪ Certain Considerations for Insurance Companies and Employee Benefit Plans |
The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 39:
Risks Relating to Securities Linked to Underliers
▪ If Your Securities Are Linked to an Equity Index, the Policies of an Underlier Sponsor, if Applicable, and Changes that Affect an Underlier to Which Your Securities are Linked, or the Constituent Indices or Underlier Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Securities and Their Market Value |
| ▪ Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises an Underlier, and Except to the Extent That We or Our Affiliates May Currently or in the Future Own Securities of, or Engage in Business With, the Applicable Underlier Sponsor or the Underlier Stock Issuers, There Is No Affiliation Between the Underlier Stock Issuers or Any Underlier Sponsor and Us |
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
▪ The Return on Indexed Notes May Be Below the Return on Similar Securities ▪ The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note ▪ An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment |
| ▪ An Index to Which a Note Is Linked Could Be Changed or Become Unavailable ▪ We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note ▪ Information About an Index or Indices May Not Be Indicative of Future Performance ▪ We May Have Conflicts of Interest Regarding an Indexed Note |
The following risk factors are discussed in greater detail in the accompanying prospectus:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements ▪ The application of regulatory resolution strategies could increase the risk of loss for holders of our securities in the event of the resolution of Group Inc. |
| ▪ The application of Group Inc.’s proposed resolution strategy could result in greater losses by Group Inc.’s security holders |
For details about the license agreement between each underlier sponsor and the issuer, see “The Underliers – S&P 500® Index” and “The Underliers – Russell 2000® Index” on pages S-116 and S-79 of the accompanying underlier supplement no. 39, respectively.
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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underliers, the terms of the notes and certain risks.
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