FWP 1 amendno.1_to_bskmk176_fw.htm FWP FWP

Amendment No. 1 dated August 7, 2024 to Free Writing Prospectus pursuant to Rule 433 dated July 30, 2024

Registration Statement No. 333-269296

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Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to a Basket due August 19, 2027

Summary of Terms

 

Company (Issuer) and Guarantor:

GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)

 

Underwriting discount:

up to 2.575% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.575% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 2.00% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells.

Market measure:

An equally weighted basket (the “basket”) comprised of the following basket components (each referred to as a “basket component,” and collectively as the “basket components”). For each basket component, its current Bloomberg ticker and weighting percentage are set forth below:

 

 

Basket Component

Current Bloomberg Ticker

Weighting Percentage

 

 

 

The common stock of Apple Inc.

AAPL UW

20.00%

 

 

 

The common stock of Amazon.com, Inc.

AMZN UW

20.00%

 

 

 

The common stock of Broadcom Inc.

AVGO UW

20.00%

 

 

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.30% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

 

The common stock of Microsoft Corporation

MSFT UW

20.00%

 

 

 

The common stock of NVIDIA Corporation

NVDA UW

20.00%

 

 

 

 

 

 

 

 

 

 

 

Pricing date:

expected to be August 15, 2024

 

Hypothetical Payout Profile*

Issue date:

expected to be August 20, 2024

 

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*assumes a call premium of 11.00% of the face amount.

If the securities are automatically called, the positive return on the securities will be limited to the call premium, even if the basket closing level on the call date significantly exceeds the starting level. If the securities are automatically called, you will not have the opportunity to participate in any appreciation of the basket at the upside participation rate.

If the securities are not automatically called and the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the basket in excess of the buffer amount and will lose some, and possibly up to 85%, of the face amount of your securities at maturity.

You should read the accompanying amendment no. 1 to preliminary pricing supplement dated July 30 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.

The securities 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:

Calculation day:

expected to be August 16, 2027

 

Stated maturity date:

expected to be August 19, 2027

 

Starting level:

100

 

Basket closing level:

on the call date or the calculation day, the product of (i) 100 times (ii) the sum of (a) 1 plus (b) the sum of the products, as calculated for each basket component, of: (1) its basket component return on such day multiplied by (2) its weighting percentage.

 

Ending level:

the basket closing level on the calculation day

 

Basket return:

ending level – starting level

             starting level

 

Initial basket component price:

with respect to a basket component, the stock closing price of such basket component on the pricing date

 

Basket component return:

for the call date or the calculation day, the “basket component return” with respect to a basket component is the percentage change from its initial basket component price to its stock closing price on that day, measured as follows:

(stock closing price on such day – initial basket component price) / initial basket component price

 

Upside participation rate:

150.00%

 

Threshold level:

85% of the starting level

 

Buffer amount:

15%

 

Call date:

expected to be August 20, 2025

 

Call premium:

at least 11.00% of the face amount (at least $110.00 per security)

 

Call settlement date:

three business days after the call date

 

Automatic call:

if the basket closing level on the call date is greater than or equal to the starting level, the securities will be automatically called, and on the call settlement date the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to $1,000 plus the call premium.

 

Payment amount at maturity (for each $1,000 face amount of your securities):

if the ending level is greater than the starting level: $1,000 plus:

$1,000 × basket return × upside participation rate;

if the ending level is less than or equal to the starting level but greater than or equal to the threshold level: $1,000; or
if the ending level is less than the threshold level:

$1,000 + [$1,000 × (basket return + buffer amount)]

 

CUSIP:

40058EK70

 

The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $890 and $920 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.

 

The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the 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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components, the terms of the securities and certain risks.


 

 

About Your Securities

GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, WFS product supplement no. 3 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, WFS product supplement no. 3 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, WFS product supplement no. 3 and preliminary pricing supplement if you so request by calling (212) 357-4612.

Risk Factors

An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 3, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 3, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Selected Risk Considerations” in the accompanying preliminary pricing supplement, “Risk Factors” in the accompanying WFS product supplement no. 3, 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 Securities At the Time the Terms of Your Securities Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Offering Price Of Your Securities
The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
The Call Premium You Will Receive on the Call Settlement Date If Your Securities Are Automatically Called and the Amount You Will Receive on the Stated Maturity Date If Your Securities Are Not Automatically Called is Not Linked to the Basket Closing Level at Any Time Other Than on the Call Date or the Calculation Day, as the Case May Be
You May Lose a Substantial Portion of Your Investment in the Securities
The Amount You Will Receive on the Call Settlement Date Will Be Capped Due to the Call Premium
Your Securities Are Subject to Automatic Redemption

 

Your Securities Do Not Bear Interest
The Lower Performance of One Basket Component May Offset an Increase in the Other Basket Components
We Will Not Hold Shares of the Basket Components for Your Benefit
You Have No Shareholder Rights or Rights to Receive Any Basket Component
The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors

Risks Related to Tax

Certain Considerations for Insurance Companies and Employee Benefit Plans
The Tax Consequences of an Investment in Your Securities Are Uncertain
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Securities, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Securities to Provide Information to Tax Authorities

 

 

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.

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 basket components, the terms of the securities and certain risks.

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