Free Writing Prospectus pursuant to Rule 433 dated October 6, 2022 / Registration Statement No. 333-253421
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
GS Finance Corp. |
Contingent Income Auto-Callable Securities Based on the Performance of the Common Stock of ConocoPhillips due October 17, 2025 |
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Principal at Risk Securities The Contingent Income Auto-Callable Securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. You should read the accompanying preliminary prospectus supplement dated October 5, 2022, which we refer to herein as the accompanying preliminary prospectus 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. |
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Coupon determination dates |
Coupon payment dates |
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January 17, 2023 |
January 20, 2023 |
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April 14, 2023 |
April 19, 2023 |
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July 14, 2023 |
July 19, 2023 |
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October 16, 2023 |
October 19, 2023 |
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January 16, 2024 |
January 19, 2024 |
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KEY TERMS |
April 15, 2024 |
April 18, 2024 |
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Issuer / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
July 15, 2024 |
July 18, 2024 |
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Underlying stock: |
the common stock of ConocoPhillips (Bloomberg symbol, “COP UN”) |
October 14, 2024 |
October 17, 2024 |
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Pricing date: |
expected to price on or about October 14, 2022 |
January 14, 2025 |
January 17, 2025 |
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Original issue date: |
expected to be October 19, 2022 |
April 14, 2025 |
April 17, 2025 |
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Coupon determination dates: |
as set forth under “Coupon determination dates” |
July 14, 2025 |
July 17, 2025 |
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Coupon payment dates: |
as set forth under “Coupon payment dates” |
October 14, 2025 (determination date) |
October 17, 2025 (stated maturity date) |
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Stated maturity date: |
October 17, 2025 |
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Payment at maturity (for each $10 stated principal amount of your securities): |
if the final share price is greater than or equal to the downside threshold level, $10.00 plus the final coupon; or if the final share price is less than the downside threshold level, $10 × the share performance factor |
Hypothetical Payment Amount At Maturity |
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The Securities Have Not Been Automatically Called |
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Initial share price: |
the closing price of the underlying stock on the pricing date |
Hypothetical Final Share Price (as Percentage of Initial Share Price) |
Hypothetical Payment at Maturity if the Securities Have Not Been Automatically Called (as Percentage of Principal Amount) |
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Final share price: |
the closing price of the underlying stock on the determination date |
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Call observation dates: |
each coupon determination date specified in the table commencing on January 17, 2023 and ending on July 14, 2025 |
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Call payment dates: |
the coupon payment date immediately after the applicable call observation date |
175.000% |
100.000%* |
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150.000% |
100.000%* |
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Determination date: |
the last coupon determination date, expected to be October 14, 2025 |
125.000% |
100.000%* |
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Downside threshold level: |
50.00% of the initial share price |
110.000% |
100.000%* |
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100.000% |
100.000%* |
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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, in addition to the coupon then due, you will receive $10 for each $10 principal amount. No payments will be made after the call payment date |
90.000% |
100.000%* |
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80.000% |
100.000%* |
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50.000% |
100.000%* |
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Contingent quarterly coupon (set on the pricing date): |
if the closing price of the underlying stock on the applicable coupon determination date is greater than or equal to the downside threshold level, at least $0.36875 (set on the pricing date); or if the closing price of the underlying stock on the applicable coupon determination date is less than the downside threshold level, $0.00 |
49.999% |
49.999% |
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40.000% |
40.000% |
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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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Share performance factor: |
final share price / initial share price |
* Does not include the final coupon |
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CUSIP / ISIN: |
36264U124 / US36264U1245 |
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Estimated value range: |
$8.90 to $9.20 (which is less than the original issue see the accompanying preliminary prospectus 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 prospectus supplement and related documents for a more detailed description of the underlying stock (including historical underlying stock closing prices), the terms of the securities and certain risks.
The amount that you will be paid on your securities is based on the performance of the common stock of ConocoPhillips. The securities will mature on the stated maturity date unless they are automatically called on any call observation date. If the final share price is greater than or equal to the downside threshold level, you will receive your $10 principal amount of your securities plus a coupon payment of at least $0.36875 (set on the pricing date). You will not participate in any appreciation of the underlying stock. If the final share price is less than the downside threshold level, you will not receive a coupon payment and you will lose a significant portion or all of your investment.
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 corresponding call payment date equal to the principal amount of your securities plus the contingent quarterly coupon (defined below) then due.
The securities will not pay a fixed coupon and may pay no coupon on a coupon payment date. On each coupon determination date, subject to the automatic call feature, if the closing price of the underlying stock is greater than or equal to the downside threshold level, you will receive on the corresponding coupon payment date a contingent quarterly coupon payment of at least $0.36875 for each $10 principal amount of your securities. If the closing price of the underlying stock on any coupon determination date is less than the downside threshold level, you will not receive a coupon payment on the applicable coupon payment date.
The securities are for investors who seek to earn a coupon at an above current market rate in exchange for the risk of receiving few or no contingent quarterly coupons and the risk of losing all or a portion of the principal of their securities.
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 prospectus supplement and related documents for a more detailed description of the underlying stock (including historical underlying stock closing prices), 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 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 prospectus supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
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You May Lose Your Entire Investment in the Securities |
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The Return on Your Securities May Change Significantly Despite Only a Small Incremental Change in the Price of the Underlying Stock |
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You Will Not Participate in Any Appreciation in the Price of the Underlying Stock and The Potential for the Value of Your Securities to Increase Will Be Limited |
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If the Market Price of the Underlying Stock Changes, the Market Value of Your Security May Not Change in the Same Manner |
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You Have No Shareholder Rights or Any Rights to Receive Stock |
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In Some Circumstances, the Payment You Receive on the Securities May Be Based on the Securities of Another Company and Not the Issuer of the Underlying Stock |
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Past Performance of the Underlying Stock is No Guide to Future Performance of the Underlying Stock |
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As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations that Could Affect the Market Value of Your Securities, When Your Securities Mature and the Amount You Receive at Maturity |
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The Calculation Agent Can Postpone Any Coupon Determination Date or the Determination Date, as the Case May Be, If a Market Disruption Event or a Non-Trading Day Occurs or is Continuing |
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 underlying stock closing prices), the terms of the securities and certain risks.
Risks Related to Conflicts of Interest
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Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients, Could Negatively Impact Investors in the Securities |
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Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Securities |
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The Offering of the Securities May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties |
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Other Investors May Not Have the Same Interests as You |
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
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The Return on Indexed Notes May Be Below the Return on Similar Securities |
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The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note |
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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 |
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We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note |
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Information About an Index or Indices May Not Be Indicative of Future Performance |
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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
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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 holders |
TAX CONSIDERATIONS |
You should review carefully the discussion in the accompanying preliminary prospectus 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 underlying stock closing prices), the terms of the securities and certain risks.