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Free Writing Prospectus pursuant to Rule 433 dated February 12, 2024 / Registration Statement No. 333-269296 STRUCTURED INVESTMENTS Opportunities in International Equities GS Finance Corp. |
Dual Directional Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due March 5, 2029
Principal at Risk Securities
The Dual Directional Trigger Jump Securities (securities) do not bear interest and 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 February 9, 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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Dual Directional Trigger Jump Payoff Diagram* |
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Issuer / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Underlying index: |
EURO STOXX 50 ® Index (Bloomberg symbol, “SX5E Index”) |
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Pricing date: |
expected to price on or about February 29, 2024 |
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Original issue date: |
expected to be March 5, 2024 |
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Valuation date: |
expected to be February 28, 2029, subject to postponement |
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Stated maturity date: |
expected to be March 5, 2029, subject to postponement |
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Payment at maturity: |
If the final index value is greater than or equal to the initial index value, $1,000 + the greater of (i) $1,000 × the index percent change and (ii) the upside payment. If the final index value is less than the initial index value, but greater than or equal to the downside threshold level, $1,000 + ($1,000 × the absolute index return) If the final index value is less than the downside threshold level, $1,000 × index performance factor This amount will be less than the stated principal amount of $1,000, will represent a loss of more than 20.00% and could be zero. |
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Upside payment (set on the pricing date): |
at least $540.00 per security (at least 54.00% of the stated principal amount) |
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Maximum payment at maturity: |
None |
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Index percent change: |
(final index value - initial index value) / initial index value |
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Hypothetical Final Index Value (as Percentage of Initial Index Value) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
Absolute index return: |
the absolute value of the Index percent change. For example, a -10% Index percent change will result in a +10% absolute index return |
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175.000% |
175.000% |
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160.000% |
160.000% |
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Initial index value: |
the index closing value on the pricing date |
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154.000% |
154.000% |
Final index value: |
the index closing value on the valuation date |
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140.000% |
154.000% |
Downside threshold level: |
75.00% of the initial index value |
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125.000% |
154.000% |
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110.000% |
154.000% |
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Index performance factor: |
final index value / initial index value |
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100.000% |
154.000% |
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95.000% |
105.000% |
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CUSIP / ISIN: |
40057YDE0 / US40057YDE05 |
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85.000% |
115.000% |
Estimated value range: |
$885 to $945 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
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75.000% |
125.000% |
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74.999% |
74.999% |
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60.000% |
60.000% |
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50.000% |
50.000% |
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30.000% |
30.000% |
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25.000% |
25.000% |
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0.000% |
0.000% |
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* assumes an upside payment of $540.00 per security |
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 Index (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 on the stated maturity date is based on the performance of the EURO STOXX 50® Index as measured from the pricing date to and including the valuation date.
If the final index value is greater than or equal to the initial index value (set on the pricing date), the return on your securities will be positive and equal to the greater of (1) the index percent change and (2) at least 54.00% (set on the pricing date).
If the final index value is less than the initial index value but greater than or equal to the downside threshold level of 75.00% of the initial index value, you will receive the principal amount of your securities plus a return reflecting the absolute value of the index percentage change (e.g., if the index percentage change is -10%, your return will be +10%). However, if the final index value is less than the downside threshold level, you will lose a significant portion of your investment.
The securities are for investors who seek the potential to earn a minimum return of at least 54.00% (set on the pricing date) if the index appreciates or does not depreciate from the initial index value to the final index value, seek a positive return for moderate decreases in the underlying index, are willing to forgo interest payments and are willing to risk losing their entire investment if the final index value is less than the downside threshold level.
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. 38, 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. 38, 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. 38, 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 Index (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. 38, 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. 38, 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., the stocks comprising the underlying index to which your securities are linked. 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
Risks Related to Conflicts of Interest
Additional Risks Related to the Underlying Index
Risks Related to Tax
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 Index (including historical index closing values), the terms of the securities 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
Risks Related to Conflicts of Interest
Risks Related to Tax
The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 38:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
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:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
For details about the license agreement between the underlying index sponsor and the issuer, see “The Underliers – EURO STOXX 50® Index” on page S-36 of the accompanying underlier supplement no. 38.
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 Index (including historical index closing values), the terms of the securities and certain risks.