Free Writing Prospectus pursuant to Rule 433 dated July 24, 2024
Registration Statement No. 333-269296
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| Leveraged Basket-Linked Notes due |
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OVERVIEW |
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The notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date (expected to be August 4, 2031) is based on the performance of an equally weighted basket comprised of the Russell 2000® Index (50%) and the iShares® 20+ Year Treasury Bond ETF (ETF) (50%) as measured from the trade date to and including the determination date .
The return on your notes is linked, in part, to the performance of the iShares® 20+ Year Treasury Bond ETF (ETF), and not to that of the ICE U.S. Treasury 20+ Year Bond Index on which the ETF is based.
The initial basket level is 100 and the final basket level will equal the sum of the products, as calculated for each basket underlier, of: (i) its final underlier level divided by its initial underlier level multiplied by (ii) its initial weighted value.
If the final basket level on the determination date is greater than the initial basket level, the return on your notes will be positive and will equal the participation rate of 1.3505 times the basket return.
If the final basket level declines by up to 40% from the initial basket level, you will receive the face amount of your notes. If the final basket level declines by more than 40% from the initial basket level, the return on your notes will be negative and equal the basket return. You could lose your entire investment in the notes.
Declines in one basket underlier may offset increases in the other basket underlier.
You should read the accompanying preliminary pricing supplement dated July 24, 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: | 40058EEZ5 / US40058EEZ51 |
Company (Issuer): | GS Finance Corp. |
Guarantor: | The Goldman Sachs Group, Inc. |
Basket underliers (each individually, a basket underlier): | the Russell 2000® Index (Bloomberg symbol: “RTY Index”) and the iShares® 20+ Year Treasury Bond ETF (current Bloomberg symbol: “TLT UQ Equity”) |
Basket index: | the Russell 2000® Index, or, in each case, any successor basket index, as each may be modified, replaced or adjusted from time to time as provided herein |
Basket fund: | the iShares® 20+ Year Treasury Bond ETF, or, in each case, any successor basket fund, as each may be modified, replaced or adjusted from time to time as provided herein |
Underlying index for the basket fund: | the ICE U.S. Treasury 20+ Year Bond Index |
Trade date: | expected to be July 30, 2024 |
Settlement date: | expected to be August 2, 2024 |
Determination date: | expected to be July 30, 2031 |
Stated maturity date: | expected to be August 4, 2031 |
Hypothetical Payment Amount At Maturity | ||
| Hypothetical Final | Hypothetical Payment |
200.000% | 235.050% | |
175.000% | 201.288% | |
150.000% | 167.525% | |
125.000% | 133.763% | |
100.000% | 100.000% | |
95.000% | 100.000% | |
75.000% | 100.000% | |
60.000% | 100.000% | |
59.999% | 59.999% | |
50.000% | 50.000% | |
25.000% | 25.000% | |
0.000% | 0.000% |
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 basket underliers, the terms of the notes and certain risks. |
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Payment amount at maturity (for each $1,000 face amount of your notes) | • if the basket return is positive (the final basket level is greater than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the participation rate times (c) the basket return; • if the basket return is zero or negative but not below -40% (the final basket level is equal to or less than the initial basket level but not by more than 40%), $1,000; or • if the basket return is negative and is below -40% (the final basket level is less than the initial basket level by more than 40%), the sum of (i) $1,000 plus (ii) the product of (a) the basket return times (b) times $1,000. | |
Initial Russell 2000® Index level: | to be determined on the trade date and will be an intra-day level or the closing level of the basket underlier on the trade date | |
Initial iShares® 20+ Year Treasury Bond ETF level: | to be determined on the trade date and will be an intra-day level or the closing level of the basket underlier on the trade date | |
Final Russell 2000® Index level: | the closing level of such basket underlier on the determination date | |
Final iShares® 20+ Year Treasury Bond ETF level: | the closing level of such basket underlier on the determination date | |
Initial basket level: | 100 | |
Initial weighted value: | the initial weighted value for each of the basket underliers is expected to equal the product of the initial weight of such basket underlier times the initial basket level. The initial weight of each basket underlier is shown in the table below: | |
Basket Underlier | Initial Weight in Basket | |
Russell 2000® Index | 50% | |
iShares® 20+ Year Treasury Bond ETF | 50% | |
Final basket level: | the sum of the following: (i) the final Russell 2000® Index level divided by the initial Russell 2000® Index level, multiplied by the initial weighted value of the Russell 2000® Index plus (ii) the final iShares® 20+ Year Treasury Bond ETF level divided by the initial iShares® 20+ Year Treasury Bond ETF level, multiplied by the initial weighted value of the iShares® 20+ Year Treasury Bond ETF | |
Basket return: | the quotient of (i) the final basket level minus the initial basket level divided by (ii) the initial basket level, expressed as a percentage | |
Trigger buffer level: | 60% of the initial basket level | |
Estimated value range: | $885 to $915 (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 basket 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. 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 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:
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. 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 “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. 40, as well as the risks and considerations described in the accompanying prospectus supplement and 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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket underliers, the terms of the notes and certain risks. |
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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 ▪ The Amount Payable on Your Notes Is Not Linked to the Level of Each Basket Underlier at Any Time Other Than the Determination Date ▪ You May Lose Your Entire Investment in the Notes ▪ The Return on Your Notes May Change Significantly Despite Only a Small Change in the Basket Level ▪ The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors ▪ Your Notes Do Not Bear Interest ▪ The Lower Performance of One Basket Underlier May Offset an Increase in the Other Basket Underlier ▪ The Return on Your Notes Will Not Reflect Any Dividends Paid on the Basket Fund or the Basket Underlier Securities ▪ You Have No Shareholder Rights or Rights to Receive Any Shares of the Basket Fund or Any Basket Underlier Security ▪ We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price
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| ▪ 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 Additional Risks Related to the iShares® 20+ Year Treasury Bond ETF ▪ The Policies of the Basket Fund’s Investment Advisor and the Sponsor of Its Underlying Index Could Affect the Amount Payable on Your Notes and Their Market Value ▪ There is No Assurance That an Active Trading Market Will Continue for the Basket Fund or That There Will Be Liquidity in Any Such Trading Market; Further, the Basket Fund Is Subject to Management Risks, Securities Lending Risks and Custody Risks ▪ The Basket Fund and Its Underlying Index Are Different and the Performance of the Basket Fund May Not Correlate With the Performance of Its Underlying Index ▪ Your Investment Is Subject to Concentration Risks ▪ The Basket Fund May Change in Unexpected Ways ▪ Your Investment Is Subject to Income Risk and Interest Rate Risk Risks Related to Tax ▪ The Tax Consequences of an Investment in Your Notes Are Uncertain ▪ Your Notes May Be Subject to the Constructive Ownership Rules ▪ 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 |
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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 basket underliers, the terms of the notes and certain risks. |
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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 Applicable, or the Issuers of 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 |
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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 ▪ If Your Securities Are Linked to an Equity Index, the Policies of the Applicable Underlier Sponsor and Changes that Affect Such Underlier, or the Constituent Indices or Underlier Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Securities and Their Market Value ▪ If Your Securities Are Linked to an Equity Index, Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises the Applicable 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 Issuers of the Underlier Stocks, There Is No Affiliation Between the Issuers of the Underlier Stocks or Such Underlier Sponsor and Us |
| Additional Risks Relating to Securities Linked to Underliers Denominated in Foreign Currencies or that Contain Foreign Stocks ▪ If Your Securities Are Linked to Underliers That Are Comprised of Underlier Stocks Which Are Traded in Foreign Currencies But Are Not Adjusted to Reflect Their U.S. Dollar Value, the Return on Your Securities Will Not Be Adjusted for Changes in the Foreign Currency Exchange Rate |
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 basket underliers, the terms of the notes and certain risks. |
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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 |
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▪ 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 for Group Inc.’s security holders |
For details about the license agreement between the basket underlier sponsor for the Russell 2000® Index on page S-81 of the accompanying underlier supplement no. 40, 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 basket underliers, the terms of the notes and certain risks. |
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