Free Writing Prospectus pursuant to Rule 433 dated July 18, 2024 / Registration Statement No. 333-269296
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
| GS Finance Corp. |
Contingent Income Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the Russell 2000® Index and the Nikkei 225 due July 29, 2027 |
The Contingent Income Callable Securities 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 July 17, 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. | Quarterly coupon observation period: | the period from but excluding each observation end date (or the pricing date, in the case of the first quarterly coupon observation period) to and including the next succeeding observation end date excluding any date or dates on which the calculation agent determines that a market disruption event with respect to any underlying index occurs or is continuing or that the calculation agent determines is not an index business day with respect to any underlying index | ||
KEY TERMS | ||||
Issuer / Guarantor: | GS Finance Corp. / The Goldman Sachs Group, Inc. | |||
Underlying indexes: | S&P 500® Index, Russell 2000® Index and the Nikkei 225 | |||
Pricing date: | expected to price on or about July 24, 2024 | |||
Original issue date: | expected to be July 29, 2024 | Index performance factor: | with respect to each underlying index, the final index value / the initial index value | |
Observation end dates: | as set forth under “Observation end dates” | |||
Coupon payment dates: | as set forth under “Coupon payment dates” | Worst performing underlying index: | the underlying index with the lowest index performance factor | |
Valuation date: | the last observation end date, expected to be July 26, 2027 | |||
Stated maturity date: | expected to be July 29, 2027 | Worst performing index performance factor: | the index performance factor of the worst performing underlying index | |
Early redemption right: | we have the right to redeem your securities at our discretion, in whole but not in part, at a price equal to 100% of the principal amount plus any coupon then due, on each coupon payment date commencing with the coupon payment date expected to occur on October 29, 2024 and ending with the coupon payment date expected to occur on April 29, 2027. If we elect to exercise our redemption right, we will deliver a notice of redemption on or prior to the observation end date immediately preceding the applicable coupon payment date (as such observation end date may be postponed as provided herein). No payments will be made after they have been redeemed | |||
CUSIP / ISIN: | 40058ECQ7 / US40058ECQ70 | |||
Estimated value range: | $920 to $980 (which is less than the original issue price; see the accompanying preliminary pricing supplement) | |||
Observation end dates | Coupon payment dates | |||
October 24, 2024 | October 29, 2024 | |||
January 24, 2025 | January 29, 2025 | |||
April 24, 2025 | April 29, 2025 | |||
Payment at maturity (in addition to the final coupon, if any): | if the final index value of each underlying index is greater than or equal to its downside threshold level, $1,000; or if the final index value of any underlying index is less than its downside threshold level, $1,000 × the worst performing index performance factor This amount will be less than the stated principal amount of $1,000, will represent a loss of more than 25.00% and could be zero. | July 24, 2025 | July 29, 2025 | |
October 24, 2025 | October 29, 2025 | |||
January 26, 2026 | January 29, 2026 | |||
April 24, 2026 | April 29, 2026 | |||
July 24, 2026 | July 29, 2026 | |||
October 26, 2026 | October 29, 2026 | |||
January 25, 2027 | January 28, 2027 | |||
April 26, 2027 | April 29, 2027 | |||
July 26, 2027 (valuation date) | July 29, 2027 (stated maturity date) | |||
Initial Index value: | with respect to each underlying index, the index closing value of such underlying index on the pricing date | |||
Hypothetical Payment Amount At Maturity | ||||
Final index value: | with respect to each underlying index, the index closing value of such underlying index on the valuation date | The Securities Have Not Been Redeemed | ||
Hypothetical Final Index Value of the Worst Performing Underlying Index (as Percentage of Initial Index Value) | Hypothetical Payment at Maturity if the Securities Have Not Been Redeemed* (as Percentage of Stated Principal Amount) | |||
Coupon threshold level: | with respect to each underlying index, 80.00% of such underlying index’s initial index value | |||
Downside threshold level: | with respect to each underlying index, 75.00% of such underlying index’s initial index value | |||
150.000% | 100.000% | |||
Contingent quarterly coupon (set on the pricing date): | • if the index closing value of each underlying index on every index business day during the preceding quarterly coupon observation period is greater than or equal to its coupon threshold level, at least $34.125 per security; or • if the index closing value of any underlying index on any index business day during the preceding quarterly coupon observation period is less than its coupon threshold level, $0.00 | 125.000% | 100.000% | |
110.000% | 100.000% | |||
100.000% | 100.000% | |||
95.000% | 100.000% | |||
80.000% | 100.000% | |||
78.000% | 100.000% | |||
75.000% | 100.000% | |||
74.999% | 74.999% | |||
50.000% | 50.000% | |||
25.000% | 25.000% | |||
0.000% | 0.000% | |||
*Does not include the final coupon |
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 indexes (including historical index closing values), the terms of the securities and certain risks. |
About Your Securities |
The amount that you will be paid on your securities is based on the performance of the worst performing of the S&P 500® Index, the Russell 2000® Index and the Nikkei 225.
We may redeem your securities at our discretion at 100% of their principal amount plus any coupon then due on any coupon payment date on or after October 29, 2024 up to and including the coupon payment date on April 29, 2027.
Unless previously redeemed, (i) if the index closing value of any underlying index is less than its coupon threshold level on any index business day during the preceding quarterly coupon observation period, you will not receive a payment on the applicable coupon payment date and (ii) if the index closing value of each underlying index is greater than or equal to its coupon threshold level on every index business day during the preceding quarterly coupon observation period, you will receive on the applicable coupon payment date a payment of at least $34.125 (set on the pricing date) for each $1,000 principal amount of your securities. A quarterly coupon observation period is the period from but excluding an observation end date (or the pricing date, in the case of the first quarterly coupon observation period) to and including the next succeeding observation end date.
At maturity, if not previously redeemed, (i) if the final index value of each underlying index on the valuation date is greater than or equal to its coupon threshold level you will receive the principal amount of your securities plus any coupon then due, (ii) if the final index value of any underlying index on the valuation date is less than its coupon threshold level but the final index value of each underlying index is greater than or equal to its downside threshold level, you will not receive a coupon payment but you will receive the principal amount of your securities and (iii) if the final index value of any underlying index is less than its downside threshold level, you will not receive a coupon payment and the payment at maturity will be based on the performance of the underlying index with the lowest index performance factor (the quotient of the final index value divided by the initial index value). Investors will not participate in any appreciation of any underlying index.
The securities are for investors who seek to earn a coupon at an above current market rate in exchange for the risk of receiving few or no quarterly coupons and losing a significant portion of the principal amount of their securities.
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 indexes (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., with respect to an underlying index to which your securities are linked, the stocks comprising such underlying index. 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
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 indexes (including historical index closing values), the terms of the securities and certain risks. |
Risks Related to the Conflicts of Interest
Additional Risks Related to the Underlying Indexes
Additional Risks Related to the Russell 2000® Index
Additional Risks Related to Nikkei 225
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
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 indexes (including historical index closing values), the terms of the securities and certain risks. |
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying underlier supplement no. 40:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
Additional Risks Relating to Securities Linked to Underliers Denominated in Foreign Currencies or that Contain Foreign Stocks
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:
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 indexes (including historical index closing values), the terms of the securities and certain risks. |
For details about the license agreement between each underlying index publisher and the issuer, see “The Underliers — S&P 500® Index” and “The Underliers — Russell 2000® Index” on pages S-118 and S-81 of the accompanying underlier supplement no. 40, respectively.
Goldman Sachs has entered into a non-exclusive license agreement with Nikkei Inc. (“NKI”) whereby GS Finance Corp., in exchange for a fee, will be permitted to use the Nikkei 225 in connection with the offer and sale of your security. Any intellectual property rights relating to the Nikkei 225 belong to NKI. Goldman Sachs is not affiliated with NKI; the only relationship between NKI and Goldman Sachs is the licensing of the use of the Nikkei 225 and trademarks relating to the Nikkei 225.
NKI is under no obligation to continue the calculation and dissemination of the Nikkei 225. Your security is not sponsored, endorsed, sold or otherwise promoted by NKI. No inference should be drawn from the information contained herein that NKI makes any representation or warranty, express or implied, to us or any holder of your security or any member of the public regarding the advisability of investing in securities generally or in your security in particular or the ability of the Nikkei 225 to track generally stock market performance.
NKI determines, composes and calculates the Nikkei 225 without regard to your security. NKI has no obligation to take into account your interest, or that of anyone else having an interest, in your security in determining, composing or calculating the Nikkei 225 or any successor index. NKI is not responsible for and has not participated in the determination of the terms, prices or amount of your security and will not be responsible for or participate in any determination or calculation regarding the principal amount of your security payable at the stated maturity date. NKI has no obligation or liability in connection with the administration, marketing or trading of your security.
Neither NKI nor any of its affiliates accepts any responsibility for the calculation, maintenance or publication of the Nikkei 225. NKI disclaims all responsibility for any errors or omissions in the calculation and dissemination of the Nikkei 225 or the manner in which the Nikkei 225 is applied in determining the level of the Nikkei 225 or any amount payable upon maturity of your security.
NKI DOES NOT GUARANTEE THE ACCURACY OR THE COMPLETENESS OF THE NIKKEI 225 OR ANY DATA INCLUDED IN THE NIKKEI 225. NKI ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS.
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 indexes (including historical index closing values), the terms of the securities and certain risks. |