Free Writing Prospectus pursuant to Rule 433 dated July 9, 2024 / Registration Statement No. 333-269296
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
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GS Finance Corp. |
Trigger Jump Securities with Auto-Callable Feature Based on the Performance of the Common Stock of NVIDIA Corporation due July 20, 2029 Principal At Risk Securities |
The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. |
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You should read the accompanying preliminary prospectus supplement dated July |
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Call observation dates |
Call payment dates |
Call premium amount |
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9, 2024, which we refer to herein as the accompanying preliminary prospectus |
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July 24, 2025 |
July 29, 2025 |
19.00% |
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supplement, to better understand the terms and risks of your investment, including |
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October 17, 2025 |
October 22, 2025 |
23.75% |
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the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. |
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January 20, 2026 |
January 23, 2026 |
28.50% |
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KEY TERMS |
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April 17, 2026 |
April 22, 2026 |
33.25% |
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Issuer / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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July 17, 2026 |
July 22, 2026 |
38.00% |
Underlying stock: |
the common stock of NVIDIA Corporation (Bloomberg symbol, “NVDA UW”) |
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October 19, 2026 |
October 22, 2026 |
42.75% |
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January 19, 2027 |
January 22, 2027 |
47.50% |
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Pricing date: |
expected to price on or about July 17, 2024 |
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April 19, 2027 |
April 22, 2027 |
52.25% |
Original issue date: |
expected to be July 22, 2024 |
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July 19, 2027 |
July 22, 2027 |
57.00% |
Call observation dates: |
as set forth under “Call observation dates” below |
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October 18, 2027 |
October 21, 2027 |
61.75% |
Call payment dates: |
as set forth under “Call payment dates” below |
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January 18, 2028 |
January 21, 2028 |
66.50% |
Valuation date: |
expected to be July 17, 2029 |
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April 17, 2028 |
April 20, 2028 |
71.25% |
Stated maturity date: |
expected to be July 20, 2029 |
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July 17, 2028 |
July 20, 2028 |
76.00% |
Automatic call feature: |
if, as measured on any call observation date, the closing price of the underlying stock is greater than or equal to the initial share price, your securities will be automatically called and you will receive for each $1,000 principal amount an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of $1,000 times the call premium amount applicable to the corresponding call observation date. No payments will be made after the call payment date. |
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October 17, 2028 |
October 20, 2028 |
80.75% |
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January 17, 2029 |
January 22, 2029 |
85.50% |
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April 17, 2029 |
April 20, 2029 |
90.25% |
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Hypothetical Payment Amount At Maturity |
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The Securities Have Not Been Automatically Called |
Payment at maturity: |
if the final share price is greater than or equal to the downside threshold price, the sum of (i) $1,000 plus (ii) the product of $1,000 times the maturity date premium amount; or if the final share price is less than the downside threshold price, the product of $1,000 times the share performance factor This amount will be less than the stated principal amount of $1,000, will represent a loss of more than 30.00% and could be zero. |
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Hypothetical Payment at Maturity |
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Hypothetical Final Share Price |
if the Securities Have Not Been Automatically Called on a Call Observation date (as Percentage of Stated Principal Amount) |
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(as Percentage of Initial Share Price) |
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200.000% |
195.000% |
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150.000% |
195.000% |
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125.000% |
195.000% |
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110.000% |
195.000% |
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Initial share price: |
the closing price of the underlying stock on the pricing date |
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105.000% |
195.000% |
Final share price: |
the closing price of the underlying stock on the valuation date |
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100.000% |
195.000% |
Downside threshold price: |
70.00% of the initial share price |
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90.000% |
195.000% |
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80.000% |
195.000% |
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Call premium amount: |
with respect to any call observation date, the applicable call premium amount set forth under “Call premium amount” below |
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70.000% |
195.000% |
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69.999% |
69.999% |
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Maturity date premium amount: |
95.00% |
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60.000% |
60.000% |
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50.000% |
50.000% |
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Share performance factor: |
the final share price / the initial share price |
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30.000% |
30.000% |
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25.000% |
25.000% |
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CUSIP / ISIN: |
40058E6J0 / US40058E6J06 |
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0.000% |
0.000% |
Estimated value range: |
$885 to $945 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
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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 prospectus supplement and related documents for a more detailed description of the underlying stock (including historical closing prices of the underlying stock), the terms of the securities and certain risks.
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About Your Securities |
The amount that you will be paid on your securities is based on the performance of the common stock of NVIDIA Corporation. The securities may be automatically called on any call observation date.
Your securities will be automatically called if the closing price of the underlying stock on any call observation date is greater than or equal to the initial share price, resulting in a payment on the applicable call payment date equal to (i) the principal amount of your securities plus (ii) such principal amount times the call premium amount applicable to such call observation date. No payments will be made after the call payment date.
At maturity, if not previously called, (i) if the final share price is greater than or equal to the downside threshold price, the return on your securities will be positive and equal to 95.00%; or (ii) if the final share price is less than the downside threshold price, you will receive a payment at maturity based on the share performance factor. You will not participate in any appreciation of the underlying stock.
The securities are for investors who seek a return of between 19.00% and 95.00%, depending on if and when their securities are automatically called, in exchange for the risk of losing all or a significant portion of the principal amount of their securities if the securities remain outstanding to maturity.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement and preliminary prospectus 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 and preliminary prospectus 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 and preliminary prospectus 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 indexes (including historical underlying index closing values), the terms of the securities and certain risks.
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RISK FACTORS |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary prospectus supplement, 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 prospectus supplement, 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 stock. 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
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 prospectus supplement and related documents for a more detailed description of the underlying stock (including historical closing prices of the underlying stock), the terms of the securities and certain risks.
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Risks Related to Tax
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
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 prospectus supplement and related documents for a more detailed description of the underlying stock (including historical closing prices of the underlying stock), the terms of the securities and certain risks.
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