Free Writing Prospectus pursuant to Rule 433 dated May 26, 2022
Registration Statement No. 333-253421
Company (Issuer) and Guarantor: | GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
Underliers (each individually, an underlier): | the S&P 500® Index (current Bloomberg symbol: “SPX Index”), the Russell 2000® Index (current Bloomberg symbol: “RTY Index”) and the Dow Jones Industrial Average® (current Bloomberg symbol: “INDU Index”) |
Pricing date: | expected to be June 30, 2022 |
Issue date: | expected to be July 6, 2022 |
Determination date: | expected to be June 28, 2028 |
Stated maturity date: | expected to be July 6, 2028 |
Initial underlier level: | with respect to an underlier, the closing level of such underlier on the pricing date |
Final underlier level: | with respect to an underlier, the closing level of such underlier on the determination date |
Participation rate: | expected to be at least 165% |
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 |
Lowest performing underlier return: | the underlier return of the lowest performing underlier |
Lowest performing underlier: | the underlier with the lowest underlier return |
Threshold level: | for each underlier, 75% of its initial underlier level |
Payment amount at maturity (for each $1,000 face amount of your securities): | ● 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 participation rate times (c) the lowest performing underlier return; ● if the underlier return of any underlier is equal to or less than 0%, but the underlier return of each underlier is greater than or equal to -25% (the final underlier level of any underlier is equal to or less than its initial underlier level but the final underlier level of each underlier is greater than or equal to 75% of its initial underlier level), $1,000; or ● if the underlier return of any underlier is less than -25% (the final underlier level of any underlier is less than 75% of its initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the lowest performing underlier return. |
Underwriting discount: | up to 4.30% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 4.30% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 2.50% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.12% for each $1,000 face amount of a security WFA sells. |
CUSIP/ISIN: | 40057M7B9 / US40057M7B99 |
Tax consequences: | See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary prospectus supplement |
* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.10% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
Hypothetical Payout Profile** |
** assumes a participation rate of 165%.
If the final underlier level of any underlier is less than 75% of its initial underlier level, the return on your securities will be negative and will equal the lowest performing underlier return. In this case, you will receive less than 75% of the face amount and have 1-to-1 downside exposure to the decline in the final underlier level of the lowest performing underlier from its initial underlier level. You could lose your entire investment in the securities.
You should read the accompanying preliminary prospectus supplement dated May 26, 2022, which we refer to herein as the accompanying preliminary prospectus 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.
The securities 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:
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The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $900 and $930 per $1,000 face amount. See the accompanying preliminary prospectus supplement for a further discussion of the estimated value of your securities.
The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the accompanying preliminary 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 securities without reading the accompanying preliminary prospectus supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
s the final underlier level greater than the initial underlier level? Yes On the stated maturity date we will pay you, for each $1,000 face amount of your securities, an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the participation rate times (c) the underlier return, subject to the maximum settlement amount No Is the final underlier greater than or equal to the buffer level? Yes On the stated maturity date we will pay you, for each $1,000 face amount of your securities, an amount in cash equal to $1,000 No On the stated maturity date we will pay you, for each $1,000 face amount of your securities, an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the sum of the underlier return plus the buffer amount
About Your 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. 27, product summary supplement and preliminary prospectus 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. 27, product summary supplement and preliminary prospectus 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. 27, product summary supplement and preliminary prospectus supplement if you so request by calling (212) 357-4612.
Risk Factors |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary prospectus supplement, accompanying underlier supplement no. 27, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary prospectus supplement (but not those discussed in the accompanying underlier supplement no. 27, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Additional Risk Factors Specific to Your Securities” in the accompanying preliminary prospectus supplement, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 27, 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 prospectus supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
▪ | The Estimated Value of Your Securities At the Time the Terms of Your Securities Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Securities |
▪ | The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor |
▪ | The Amount Payable on Your Securities Is Not Linked to the Levels of the Underliers at Any Time Other Than the Determination Date |
▪ | You May Lose Your Entire Investment in the Securities |
▪ | Because the Securities Are Linked to the Performance of the Lowest Performing Underlier, You Have a Greater Risk of Sustaining a Significant Loss on Your Investment Than If the Securities Were Linked to Just One Underlier |
▪ | A Lower Threshold Level May Reflect Greater Expected Volatility of the Underliers, and Greater Expected Volatility Generally Indicates An Increased Risk of Declines in the Levels of the Underliers and, Potentially, a Significant Loss at Maturity |
▪ | The Cash Settlement Amount Will Be Based Solely on the Lowest Performing Underlier |
▪ | The Return on Your Securities May Change Significantly Despite Only a Small Change in the Level of the Lowest Performing Underlier |
▪ | Your Securities Do Not Bear Interest |
▪ | The Return on Your Securities Will Not Reflect Any Dividends Paid on the Underlier Stocks |
▪ | You Have No Shareholder Rights or Rights to Receive Any Underlier Stock |
▪ | The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors |
▪ | If the Levels of the Underliers Change, the Market Value of Your Securities May Not Change in the Same Manner |
▪ | As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Securities, When Your Securities Mature and the Amount You Receive at Maturity |
▪ | Your Securities May Not Have an Active Trading Market |
▪ | The Calculation Agent Can Postpone the Determination Date If a Market Disruption Event or a Non-Trading Day Occurs or is Continuing |
Risks Related to Conflicts of Interest
▪ | Hedging Activities by Goldman Sachs or Our Distributors (including WFS) May Negatively Impact Investors in the Securities and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Securities |
▪ | Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients, Could Negatively Impact Investors in the Securities |
▪ | Goldman Sachs’ or Our Distributors’ Market-Making Activities Could Negatively Impact Investors in the Securities |
▪ | You Should Expect That Goldman Sachs’ or Our Distributors’ 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 Securities |
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▪ | Goldman Sachs and Our Distributors Regularly Provide Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Underlier Sponsors or the Issuers of the Underlier Stocks or Other Entities That Are Involved in the Transaction |
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▪ | The Offering of the Securities May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties |
▪ | Other Investors in the Securities May Not Have the Same Interests as You |
Additional Risks Related to the Underliers
▪ | Except to the Extent The Goldman Sachs Group, Inc. and Wells Fargo & Company (the Parent Company of WFS) Are Companies Whose Common Stock Comprises the S&P 500® Index, and The Goldman Sachs Group, Inc. Is a Company Whose Common Stock Comprises the Dow Jones Indusial Average®, There Is No Affiliation Between the Underlier Stock Issuers or the Underlier Sponsors and Us or WFS |
Additional Risks Related to the Russell 2000® Index
▪ | There are Small-Capitalization Stock Risks Associated with the Russell 2000® Index |
Risks Related to Tax
▪ | Certain Considerations for Insurance Companies and Employee Benefit Plans |
▪ | The Tax Consequences of an Investment in Your Securities Are Uncertain |
▪ | Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Securities, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Securities to Provide Information to Tax Authorities |
For details about the license agreement between each underlier sponsor and its issuer, see “The Underliers — S&P 500® Index”, “The Underliers — Russell 2000® Index” and “The Underliers — Dow Jones Industrial Average®” on pages S-106, S-78 and S-20 of the accompanying underlier supplement no. 27, respectively.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.
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 prospectus supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
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