Leveraged S&P 500® Index-Linked Notes due
Free Writing Prospectus pursuant to Rule 433 dated May 2, 2024
Registration Statement No. 333-269296
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Leveraged S&P 500® Index-Linked Notes due |
OVERVIEW |
The notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date is based on the performance of the S&P 500® Index as measured from the trade date to and including the determination date.
If the final underlier level on the determination date is greater than the initial underlier level, the return on your notes will be positive and will equal 1.25 times the underlier return, subject to the maximum settlement amount. If the final underlier level is greater than the initial underlier level, you will not receive more than the maximum settlement amount, regardless of how much the final underlier level increases as compared to the initial underlier level.
If the final underlier level is equal to or less than the initial underlier level, you will receive the face amount of your notes.
You should read the accompanying preliminary pricing supplement dated May 2, 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 |
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CUSIP / ISIN: |
40058AFN9 / US40058AFN90 |
Company (Issuer): |
GS Finance Corp. |
Guarantor: |
The Goldman Sachs Group, Inc. |
Underlier: |
the S&P 500® Index (current Bloomberg symbol: “SPX Index”) |
Payment amount at maturity (for each $1,000 face amount of your notes): |
▪ if the underlier return is positive (the final underlier level is greater than the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 1.25 times (c) the underlier return, subject to the maximum settlement amount; or ▪ if the underlier return is zero or negative (the final underlier level is equal to or less than the initial underlier level), $1,000. |
Initial underlier level: |
to be determined on the trade date and will be an intra-day level or the closing level of the underlier on the trade date |
Final underlier level: |
the closing level of the underlier on the determination date |
Cap level: |
at least 120.8% of the initial underlier level |
Maximum settlement amount: |
at least $1,260 |
Participation rate: |
125% |
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 |
Trade date: |
expected to be May 29, 2024 |
Settlement date: |
expected to be June 3, 2024 |
Determination date: |
expected to be June 1, 2027 |
Stated maturity date: |
expected to be June 4, 2027 |
Estimated value range: |
$925 to $955 (which is less than the original issue price; see accompanying preliminary pricing supplement) |
Hypothetical Payment Amount At Maturity* |
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Hypothetical Final |
Hypothetical Payment |
200.000% |
126.000% |
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175.000% |
126.000% |
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150.000% |
126.000% |
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120.800% |
126.000% |
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115.000% |
118.750% |
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105.000% |
106.250% |
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100.000% |
100.000% |
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75.000% |
100.000% |
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50.000% |
100.000% |
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25.000% |
100.000% |
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0.000% |
100.000% |
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* assumes a cap level of 120.80% of the initial underlier level |
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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 underlier, the terms of the notes and certain risks.
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. 39, 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. 39, 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. 39, 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. 39, 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. 39, 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 ■ The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor |
■ You Have No Shareholder Rights or Rights to Receive Any Underlier Stock |
■ We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price ■ 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 |
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■ The Amount Payable on Your Notes Is Not Linked to the Level of the Underlier at Any Time Other Than the Determination Date ■ The Market Value of Your Notes May be Influenced by Many Unpredictable Factors |
Risks Related to Tax ■ Your Notes Will Be Treated as Debt Instruments Subject to Special Rules Governing Contingent Payment Debt Instruments for U.S. Federal Income Tax Purposes |
■ Your Notes Do Not Bear Interest ■ The Potential for the Value of Your Notes to Increase Will Be Limited
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■ 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 |
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.
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 |
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■ 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, the Investment Advisors of the Underlier or Underliers, As Applicable, or the Issuers of the Underlier or 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 |
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.
The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 39:
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 |
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 |
■ An Index to Which a Note Is Linked Could Be Changed or Become Unavailable |
■ The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note |
■ We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note |
■ An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment |
■ 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 Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders. |
■ 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. |
For details about the license agreement between the underlier sponsor and the issuer, see “The Underliers—S&P 500® Index” on page S-116 of the accompanying underlier supplement no. 39.
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.
