Free Writing Prospectus pursuant to Rule 433 dated July 30, 2021
Registration Statement No. 333-253421
Leveraged Buffered FTSE® 100 Index-Linked Notes due |
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OVERVIEW |
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 10, 2023) is based on the performance of the FTSE® 100 Index as measured from the trade date (expected to be August 6, 2021) to and including the determination date (expected to be August 7, 2023).
If the final underlier level on the determination date is greater than the initial underlier level (set on the trade date and may be higher or lower than the actual closing level of the index on such date), the return on your notes will be positive and will equal 1.5 times the underlier return, subject to the maximum settlement amount of at least $1,225 (set on the trade date) for each $1,000 face amount of your notes. If the final underlier level declines by up to 10% from the initial underlier level, you will receive the face amount of your notes.
If the final underlier level declines by more than 10% from the initial underlier level, the return on your notes will be negative and you will lose approximately 1.1111% of the face amount of your notes for every 1% that the final underlier level has declined below 90% of the initial underlier level.
You could lose a significant portion of the face amount of your notes.
You should read the accompanying preliminary pricing supplement dated July 29, 2021, 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 |
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CUSIP / ISIN: |
40057J4P8 / US40057J4P84 |
Company (Issuer): |
GS Finance Corp. |
Guarantor: |
The Goldman Sachs Group, Inc. |
Underlier: |
the FTSE® 100 Index (current Bloomberg symbol: “UKX Index”) |
Payment amount at maturity (for each $1,000 face amount of your notes): |
▪ if the underlier return is positive, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 1.5 times (c) the underlier return, subject to the maximum settlement amount; ▪ if the underlier return is zero or negative but not below -10%, $1,000; or ▪ if the underlier return is negative and is below -10%, the sum of (i) $1,000 plus (ii) the product of (a) the buffer rate times (b) the sum of the underlier return plus 10% times (c) $1,000. |
Initial underlier level: |
to be determined on the trade date |
Final underlier level: |
the closing level of the underlier on the determination date |
Cap level: |
at least 115% of the initial underlier level |
Maximum settlement amount: |
at least $1,225 |
Participation rate: |
150% |
Underlier return: |
the quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage |
Buffer level: |
90% of the initial underlier level |
Buffer rate: |
the quotient of the initial underlier level divided by the buffer level, which equals approximately 111.11% |
Trade date: |
expected to be August 6, 2021 |
Settlement date: |
expected to be August 11, 2021 |
Determination date: |
expected to be August 7, 2023 |
Stated maturity date: |
expected to be August 10, 2023 |
Estimated value range: |
$925 to $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 underlier, the terms of the notes and certain risks.
Free Writing Prospectus pursuant to Rule 433 dated July 30, 2021
Registration Statement No. 333-253421
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Hypothetical Final |
Hypothetical Payment |
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200.000% |
122.500% |
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185.000% |
122.500% |
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160.000% |
122.500% |
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135.000% |
122.500% |
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115.000% |
122.500% |
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105.000% |
107.500% |
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103.000% |
104.500% |
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101.000% |
101.500% |
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100.000% |
100.000% |
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97.000% |
100.000% |
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92.000% |
100.000% |
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90.000% |
100.000% |
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80.000% |
88.888% |
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70.000% |
77.777% |
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50.000% |
55.555% |
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25.000% |
27.778% |
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0.000% |
0.000% |
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*assumes a cap level of 115.000% of the initial underlier level |
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. 22, general terms supplement no. 2,913 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. 22, general terms supplement no. 2,913 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. 22, general terms supplement no. 2,913 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 underlier, the terms of the notes and certain risks.
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. 2,913, accompanying underlier supplement no. 22, 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. 2,913 and “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 22, 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 |
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■ You Have No Shareholder Rights or Rights to Receive Any Underlier Stock |
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■ We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price ■ The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors |
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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 Underlier ■ An Investment in the Offered Notes Is Subject to Risks Associated with Foreign Securities ■ Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Result in Material Changes to the Composition of an Underlier with Underlier Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Notes
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■ 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 the Underlier at Any Time Other Than the Determination Date |
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Risks Related to Tax ■ The Tax Consequences of an Investment in Your Notes are Uncertain ■ 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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■ You May Lose Your Entire Investment in the Notes |
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■ Your Notes Do Not Bear Interest |
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■ The Potential for the Value of Your Notes to Increase Will Be Limited |
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The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 2,913:
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 underlier, the terms of the notes and certain risks.
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The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 22:
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 |
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■ 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. |
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■ The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders. |
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 underlier, the terms of the notes and certain risks.
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