Free Writing Prospectus pursuant to Rule 433 dated March 27, 2024
Registration Statement No. 333-269296
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Callable Contingent Coupon S&P 500® Index-Linked Notes due |
OVERVIEW |
The notes do not pay a fixed coupon and may pay no coupon on a payment date. The amount that you will be paid on your notes is based on the performance of the S&P 500® Index. The notes will mature on April 3, 2029, unless we redeem them.
We may redeem your notes at 100% of their face amount plus any coupon then due on any quarterly coupon payment date on or after the coupon payment date in April 2025 up to the coupon payment date in January 2029.
If we do not redeem your notes, on each coupon observation date, if the closing level of the underlier is greater than or equal to 85% of the initial underlier level, you will receive on the applicable coupon payment date a coupon for each $1,000 face amount of your notes equal to: (i) the aggregate of the applicable contingent amount for each coupon observation date that has occurred up to and including such coupon observation date minus (ii) the sum of all coupons previously paid, if any. The contingent amount is (i) $12.5, in the case of each of the first 4 coupon observation dates, (ii) $13.75, in the case of each of the next 4 coupon observation dates, (iii) $15, in the case of each of the next 4 coupon observation dates, (iv) $16.25, in the case of each of the next 4 coupon observation dates or (v) $17.5, in the case of each of the final 4 coupon observation dates. If the closing level of the underlier on a coupon observation date is less than 85% of the initial underlier level, you will not receive a coupon on the applicable coupon payment date.
If we do not redeem your notes, at maturity, for each $1,000 face amount of your notes you will receive $1,000 plus the final coupon, if any.
You should read the accompanying preliminary pricing supplement dated March 26, 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: |
40057YW82 / US40057YW824 |
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Company (Issuer): |
GS Finance Corp. |
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Guarantor: |
The Goldman Sachs Group, Inc. |
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Underlier: |
the S&P 500® Index (current Bloomberg symbol: “SPX Index”) |
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Trade date: |
expected to be March 28, 2024 |
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Settlement date: |
expected to be April 3, 2024 |
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Determination date: |
the last coupon observation date, expected to be March 28, 2029 |
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Stated maturity date: |
expected to be April 3, 2029 |
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Coupon observation dates: |
expected to be each date specified as such in the table under “— Coupon payment dates” below |
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Coupon payment dates: |
expected to be each date specified as such in the table below |
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Coupon Observation Dates |
Coupon Payment Dates |
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June 28, 2024 |
July 3, 2024 |
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September 30, 2024 |
October 3, 2024 |
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December 30, 2024 |
January 3, 2025 |
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March 28, 2025 |
April 2, 2025 |
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June 30, 2025 |
July 3, 2025 |
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September 29, 2025 |
October 2, 2025 |
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December 29, 2025 |
January 2, 2026 |
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March 30, 2026 |
April 2, 2026 |
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June 29, 2026 |
July 2, 2026 |
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September 28, 2026 |
October 1, 2026 |
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December 28, 2026 |
December 31, 2026 |
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March 29, 2027 |
April 1, 2027 |
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June 28, 2027 |
July 1, 2027 |
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September 28, 2027 |
October 1, 2027 |
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December 28, 2027 |
January 3, 2028 |
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March 28, 2028 |
March 31, 2028 |
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June 28, 2028 |
July 3, 2028 |
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September 28, 2028 |
October 3, 2028 |
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December 28, 2028 |
January 3, 2029 |
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March 28, 2029 |
April 3, 2029 |
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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. |
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Company’s redemption right: |
the company may redeem this note, at its option, in whole but not in part, on each coupon payment date commencing in April 2025 and ending in January 2029, for an amount in cash for each $1,000 of the outstanding face amount on the redemption date equal to 100% of such $1,000 face amount plus any coupon then due |
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 |
Coupon (for each $1,000 face amount of your notes): |
• if the closing level of the underlier on the related coupon observation date is greater than or equal to the coupon trigger level, the result of (i) the aggregate of the applicable contingent amount for each coupon observation date that has occurred up to and including such related coupon observation date minus (ii) the sum of all coupons previously paid, if any; or • if the closing level of the underlier on the related coupon observation date is less than the coupon trigger level, $0 |
Contingent amount: |
(i) $12.5, in the case of each of the first 4 coupon observation dates, (ii) $13.75, in the case of each of the next 4 coupon observation dates, (iii) $15, in the case of each of the next 4 coupon observation dates, (iv) $16.25, in the case of each of the next 4 coupon observation dates or (v) $17.5, in the case of each of the final 4 coupon observation dates |
Coupon trigger level: |
85% of the initial underlier 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 underlier, the terms of the notes and certain risks. |
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HYPOTHETICAL COUPON PAYMENTS |
The examples below show the hypothetical performance of the underlier as well as the hypothetical coupons, if any, that we would pay on each coupon payment date with respect to each $1,000 face amount of the notes if the hypothetical closing level of the underlier on the applicable coupon observation date was the percentage of the initial underlier level shown.
Scenario 1
Hypothetical Coupon Observation Date |
Hypothetical Closing Level of the Underlier (as Percentage of Initial Underlier Level) |
Hypothetical Coupon |
First |
40% |
$0 |
Second |
90% |
$25 |
Third |
30% |
$0 |
Fourth |
95% |
$25 |
Fifth |
35% |
$0 |
Sixth |
25% |
$0 |
Seventh |
45% |
$0 |
Eighth |
30% |
$0 |
Ninth |
25% |
$0 |
Tenth |
40% |
$0 |
Eleventh |
45% |
$0 |
Twelfth-Twentieth |
40% |
$0 |
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Total Hypothetical Coupons |
$50 |
In Scenario 1, the hypothetical closing level of the underlier increases and decreases by varying amounts on each hypothetical coupon observation date. Because the hypothetical closing level of the underlier on the second and fourth hypothetical coupon observation dates is greater than or equal to the coupon trigger level, the total of the hypothetical coupons in Scenario 1 is $50. Because the hypothetical closing level of the underlier on all other hypothetical coupon observation dates is less than the coupon trigger level, no further coupons will be paid, including at maturity.
Scenario 2
Hypothetical Coupon Observation Date |
Hypothetical Closing Level of the Underlier (as Percentage of Initial Underlier Level) |
Hypothetical Coupon |
First |
45% |
$0 |
Second |
30% |
$0 |
Third |
25% |
$0 |
Fourth |
40% |
$0 |
Fifth |
45% |
$0 |
Sixth |
35% |
$0 |
Seventh |
45% |
$0 |
Eighth |
30% |
$0 |
Ninth |
25% |
$0 |
Tenth |
40% |
$0 |
Eleventh |
45% |
$0 |
Twelfth-Twentieth |
35% |
$0 |
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Total Hypothetical Coupons |
$0 |
In Scenario 2, the hypothetical closing level of the underlier increases and decreases by varying amounts on each hypothetical coupon observation date. Because in each case the hypothetical closing level of the underlier on the related coupon observation date is less than the coupon trigger level, you will not receive a coupon payment on the applicable hypothetical coupon payment date. Since this occurs on every hypothetical coupon observation date, the overall return you earn on your notes will be zero. Therefore, the total of the hypothetical coupons in Scenario 2 is $0.
Scenario 3
Hypothetical Coupon Observation Date |
Hypothetical Closing Level of the Underlier (as Percentage of Initial Underlier Level) |
Hypothetical Coupon |
First |
60% |
$0 |
Second |
45% |
$0 |
Third |
30% |
$0 |
Fourth |
110% |
$50 |
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Total Hypothetical Coupons |
$50 |
In Scenario 3, the hypothetical closing level of the underlier is less than the coupon trigger level on the first three hypothetical coupon observation dates, but increases to a level that is greater than the initial underlier level on the fourth hypothetical coupon observation date. Further, we also exercise our early redemption right with respect to a redemption on the fourth coupon payment date (which is also the first hypothetical date with respect to which we could exercise such right). Therefore, on the fourth coupon payment date (the redemption date), in addition to the hypothetical coupon of $50, you will receive an amount in cash equal to $1,000 for each $1,000 face amount of your notes.
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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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:
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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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, “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 May Not Receive a Coupon on Any Coupon Payment Date ▪ We Are Able to Redeem Your Notes at Our Option ▪ The Coupon Does Not Reflect the Actual Performance of the Underlier from the Trade Date to Any Coupon Observation Date or from Coupon Observation Date to Coupon Observation Date |
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▪ The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors ▪ 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 ▪ 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 Risks Related to Tax ▪ The Tax Treatment of Your Notes is Uncertain. However, It Would be Reasonable To Treat Your Notes as Variable Rate Debt Instruments for U.S. Federal Income Tax Income ▪ 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 |
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 |
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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 |
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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▪ 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 |
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▪ 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 |
The following risk factors are 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 |
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▪ 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 ▪ 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 holder |
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. |
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