FWP

FWP 1 spxfplb8_fwp_gsg.htm FWP FWP

Free Writing Prospectus pursuant to Rule 433 dated June 12, 2024

Registration Statement No. 333-269296


	Leveraged S&P 500® Futures Excess Return 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 will be based on the performance of the underlier as measured from the initial underlier level to the final underlier level. The initial underlier level will be the lowest of the closing levels of the underlier during the observation period and the final underlier level will be the closing level of the underlier on the determination date.

The underlier tracks the performance of E-mini S&P 500 futures contracts, not the S&P 500® Index. Generally, the return on an investment in a futures contract is correlated with, but not the same as, the return on buying and holding the securities underlying such contract.

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 the participation rate of 130% times the underlier return. If the final underlier level declines by up to 30% from the initial underlier level, you will receive the face amount of your notes. If the final underlier level declines by more than 30% from the initial underlier level, the return on your notes will be negative. You could lose your entire investment in the notes.

You should read the accompanying preliminary pricing supplement dated June 10, 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
CUSIP/ISIN:	40058ATP9 / US40058ATP92
Company (Issuer):	GS Finance Corp.
Guarantor:	The Goldman Sachs Group, Inc.
Underlier:	the S&P 500® Futures Excess Return Index (current Bloomberg symbol: “SPXFP Index”)
Reference equity index:	with respect to the S&P 500® Futures Excess Return Index, the S&P 500® Index
Trade date:	expected to be June 27, 2024
Settlement date:	expected to be July 2, 2024
Determination date:	expected to be June 27, 2029
Stated maturity date:	expected to be July 2, 2029
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) the participation rate times (c) the underlier return; ● if the underlier return is zero or negative but not below -30% (the final underlier level is equal to the initial underlier level or is less than the initial underlier level, but not by more than 30%) $1,000; or ● If the underlier return is negative and is below -30% (if the final underlier level is less than the initial underlier level by more than 30%), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the underlier return.
Initial underlier level:	the lowest of the closing levels of the underlier during the observation period
Observation period:	expected to be each scheduled trading day from and including the trade date to and including December 27, 2024
Final underlier level:	the closing level of the underlier on the determination date
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
Trigger buffer level:	70% of the initial underlier level
Estimated value range:	$885 to $935 (which is less than the original issue price; see accompanying preliminary pricing supplement)


Hypothetical Payment Amount At Maturity

Hypothetical Final Underlier Level (as a % of the Initial Underlier Level)	Hypothetical Payment Amount at Maturity (as a % of Face Amount)
200.000%	230.000%
175.000%	197.500%
150.000%	165.000%
125.000%	132.500%
100.000%	100.000%
95.000%	100.000%
85.000%	100.000%
70.000%	100.000%
69.999%	69.999%
50.000%	50.000%
25.000%	25.000%
0.000%	0.000%

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, May 2024 S&P 500® Futures Excess Return Index Supplement, 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, May 2024 S&P 500® Futures Excess Return Index Supplement, 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, May 2024 S&P 500® Futures Excess Return Index Supplement, 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:

●

Preliminary pricing supplement dated June 10, 2024

●

General terms supplement no. 8,999 dated February 13, 2023

●

May 2024 S&P 500® Futures Excess Return Index Supplement dated May 17, 2024

●

Underlier supplement no. 39 dated March 25, 2024

●

Prospectus supplement dated February 13, 2023

●

Prospectus dated February 13, 2023

    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 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, 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
▪The Amount Payable on Your Notes Is Not Linked to the Level of the Underlier at Any Time Other Than the Determination Date
▪You May Lose Your Entire Investment in the Notes
▪The Return on Your Notes May Change Significantly Despite Only a Small Change in the Underlier Level
▪Your Notes Do Not Bear Interest
▪You Have No Rights in Any Futures Contract Tracked by the Underlier
▪You Have No Shareholder Rights or Rights to Receive Any Underlier Stock 
▪The Initial Underlier Level Will Not Be Determined Until the End of the Observation Period
▪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

     

    ▪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
▪Linking to an Equity Futures Contract Is Different From Linking to the Reference Equity Index
▪Negative Roll Yields Will Adversely Affect the Level of the Underlier Over Time and Therefore the Amount Payable on the Notes
▪Futures Contracts Are Not Assets with Intrinsic Value
▪Owning the Notes Is Not the Same as Directly Owning the Securities or Futures Contract Directly or Indirectly Tracked by the Underlier
▪Suspension or Disruptions of Market Trading in Stocks or Futures Contracts May Adversely Affect the Value of the Notes
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

   

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 ▪ 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

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		▪ 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.		▪ The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders

For details about the license agreement between the applicable underlier sponsor and the issuer, see “The Underliers ─ S&P 500® Futures Excess Return Index” on page S-110 of the accompanying underlier supplement no. 39.