| Free Writing Prospectus pursuant to Rule 433 dated June 28, 2024 / Registration Statement No. 333-269296 STRUCTURED INVESTMENTS Opportunities in U.S. Equities GS Finance Corp. |
Equity-Linked Partial Principal at Risk Securities Based on the Value of the S&P 500® Index due August 4, 2027
The Equity-Linked Partial Principal at Risk Securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. |
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You should read the accompanying preliminary pricing supplement dated June 27, 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. |
| 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 index: | S&P 500® Index (Bloomberg symbol, “SPX Index”) |
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Pricing date: | expected to price on or about July 17, 2024 |
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Original issue date: | expected to be July 22, 2024 |
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Valuation date: | expected to be July 30, 2027 |
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Stated maturity date: | expected to be August 4, 2027 |
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Payment at maturity | If the final index value is greater than or equal to the initial index value, $1,000 + supplemental payment, subject to the maximum amount at maturity. In no event will the payment at maturity exceed the maximum payment at maturity. If the final index value is less than the initial index value, $1,000 × index percent change, subject to the minimum payment at maturity Under these circumstances, the payment at maturity will be less than the stated principal amount of $1,000 per security by an amount that is proportionate to the percentage decline of the underlying index. However, under no circumstances will the payment at maturity be less than the minimum payment at maturity of $950.00 per security. |
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| Hypothetical Final Index Value (as Percentage of Initial Index Value) | Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) | ||
| 200.000% | 126.150% | ||
| 175.000% | 126.150% | ||
Supplemental payment: | $1,000 × the index percent change |
| 126.150% | 126.150% |
Maximum payment at | at least $1,261.50 per security (at least 126.15% of the stated principal amount) |
| 120.000% | 120.000% |
| 110.000% | 110.000% | ||
| 100.000% | 100.000% | ||
Minimum payment at | $950.00 per security (95.00% of the stated principal amount) |
| 97.000% | 97.000% |
| 96.000% | 96.000% | ||
Index percent change: | (final index value - initial index value) / initial index value |
| 95.000% | 95.000% |
Initial index value: | the index closing value on the pricing date |
| 75.000% | 95.000% |
Final index value: | the index closing value on the valuation date |
| 50.000% | 95.000% |
CUSIP / ISIN: | 40058E3L8 / US40058E3L88 |
| 25.000% | 95.000% |
Estimated value range: | $900 to $960 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
| 0.000% | 95.000% |
| * assumes a maximum payment at maturity of $1,261.50 |
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 index (including historical index closing values), the terms of the securities and certain risks.
About Your Securities |
The securities do not bear interest. The amount that you will be paid on your securities on the stated maturity date is based on the performance of the S&P 500® Index as measured from the pricing date to and including the valuation date.
At maturity, if the final index value is greater than or equal to the initial index value (set on the pricing date), the return on your securities will be equal to the index percent change, subject to the maximum payment at maturity of at least $1,261.50 per security (set on the pricing date). However, if the final index value is less than the initial index value, you will lose 1% for every 1% decline of the final index value from the initial index value, subject to the minimum payment at maturity of 95.00% of the stated principal amount. You may lose up to 5% of the stated principal amount of the securities.
The securities are for investors who seek the potential to earn any positive return of the index, subject to the maximum payment at maturity, are willing to forgo interest payments and are willing to risk losing up to 5% of their investment if the final index value has declined from the initial index value.
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. 40, 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. 40, 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. 40, 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 index (including historical index closing values), 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 underlier supplement no. 40, 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, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 40, 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 index 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 Index
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 index (including historical index closing values), the terms of the notes 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 factor is discussed in greater detail in the accompanying underlier supplement no. 40:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
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
For details about the license agreement between the underlying index publisher and the issuer, see “The Underliers – S&P 500® Index” on page S-118 of the accompanying underlier supplement no. 40.
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 index (including historical index closing values), the terms of the notes and certain risks.
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 index (including historical index closing values), the terms of the notes and certain risks.