GS Finance Corporation

11/05/2024 | Press release | Distributed by Public on 11/05/2024 13:33

Free Writing Prospectus - Form FWP

FWP

Free Writing Prospectus pursuant to Rule 433 dated November 5, 2024 / Registration Statement No. 333-269296

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

GS Finance Corp.

Dual Directional Trigger PLUS Based on the Value of a Basket of Equity Indices due January 5, 2027

Principal at Risk Securities

The Dual Directional Trigger Performance Leveraged Upside SecuritiesSM (Trigger PLUS) do not bear interest and are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.

You should read the accompanying preliminary pricing supplement dated November 5, 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.

Multiplier:

each multiplier will be set on the pricing date based on the applicable underlying index's respective initial basket component value so that each underlying index will represent its applicable basket component weighting in the predetermined initial basket value. Each multiplier will remain constant for the term of the Trigger PLUS and will equal, for each underlying index, (i) the product of the applicable basket component weighting times 100 divided by (ii) the applicable initial basket component value.

KEY TERMS

Company (Issuer) / Guarantor:

GS Finance Corp. / The Goldman Sachs Group, Inc.

Basket:

Basket performance factor:

final basket value / initial basket value

Basket component

Basket component weighting

Russell 2000® Index (current Bloomberg symbol: "RTY Index")

75.00%

CUSIP / ISIN:

40058FS53 / US40058FS530

Estimated value range:

$900 to $960 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

S&P 500® Index (current Bloomberg symbol: "SPX Index")

25.00%

Dual Directional Trigger PLUS Payoff Diagram*

We refer to each basket component singularly as an underlying index and together as the underlying indices. The initial basket component value of each underlying index is the index closing value of such underlying index on the pricing date.

Pricing date:

expected to price on or about November 8, 2024

Original issue date:

expected to be November 14, 2024

Valuation date:

expected to be December 30, 2026

Stated maturity date:

expected to be January 5, 2027

Payment at maturity (for each $1,000 stated principal amount of your Trigger PLUS):

if the final basket value is greater than the initial basket value, $1,000 + the leveraged upside payment, subject to the maximum upside payment at maturity;
if the final basket value is equal to or less than the initial basket value, but greater than or equal to the trigger level, $1,000 + ($1,000 × the absolute basket return); or
if the final basket value is less than the trigger level, $1,000 × the basket performance factor

Hypothetical Final Basket Value

(as Percentage of Initial Basket Value)

Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount)

Leveraged upside payment:

$1,000 × leverage factor × basket percent change

250.000%

121.000%

Leverage factor:

200%

175.000%

121.000%

Maximum upside payment at maturity (set on the pricing date):

at least $1,210.00 per Trigger PLUS (at least 121.00% of the stated principal amount)

150.000%

121.000%

110.500%

121.000%

110.000%

120.000%

Basket percent change:

(final basket value - initial basket value) / initial basket value

105.000%

110.000%

Absolute basket return:

the absolute value of the basket percent change. For example, a -5% basket percent change will result in a +5% absolute basket return.

102.000%

104.000%

100.000%

100.000%

95.000%

105.000%

Initial basket value:

100

90.000%

110.000%

Final basket value:

the basket closing value on the valuation date

85.000%

115.000%

Trigger level:

80.00% of the initial basket value

80.000%

120.000%

Basket closing value:

the basket closing value on any day is the sum of the products of the basket component closing value of each underlying index times the applicable multiplier for such underlying index on such date.

79.999%

79.999%

75.000%

75.000%

50.000%

50.000%

25.000%

25.000%

Basket component closing value:

in the case of each underlying index, the index closing value of such underlying index.

0.000%

0.000%

* assumes a maximum upside payment at maturity of $1,210 per Trigger PLUS

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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes and certain risks.

About Your Trigger PLUS

The amount that you will be paid on your Trigger PLUS at stated maturity is based on the performance of a weighted basket composed of the Russell 2000® Index (75.00% weighting) and the S&P 500® Index (25.00% weighting) as measured from the pricing date to and including the valuation date.

The initial basket value is 100, and the final basket value (the basket closing value on the valuation date) will equal the sum of the products, as calculated separately for each index, of: (i) the index closing value of such index on the valuation date multiplied by (ii) its multiplier. The multiplier will equal, for each index, the quotient of (i) the weighting of such index multiplied by 100 divided by (ii) its initial basket component value.

At maturity, if the final basket value is greater than the initial basket value of 100, the return on your Trigger PLUS will be positive and equal to the product of the leverage factor multiplied by the basket percent change, subject to the maximum upside payment at maturity. If the final basket value is equal to or less than the initial basket value but greater than or equal to the trigger level, you will receive the principal amount of your Trigger PLUS plus a return reflecting the absolute value of the basket percentage change (e.g., if the basket percent* assumes a maximum upside payment at maturity of $1,210 per Trigger PLUSage change is -5%, your return will be +5%). However, if the final basket value is less than the trigger level, you will lose a significant portion of your investment. Declines in one index may offset an increase in the other index. Due to the unequal weighting of each basket component, the performance of the index with greater weight will have a significantly larger impact on the return on your Trigger PLUS than the performance of the index with lesser weight.

The Trigger PLUS are for investors who seek the potential to earn 200% of any positive return of the basket, subject to the maximum upside payment at maturity, seek a positive return for moderate decreases in the basket, are willing to forgo interest payments and are willing to risk losing their entire investment if the final basket value is less than the trigger level.

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. 41, 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. 41, 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. 41, general terms supplement no. 8,999 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The Trigger PLUS 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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes and certain risks.

RISK FACTORS

An investment in the Trigger PLUS 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. 41, 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 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. 41, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your Trigger PLUS are a riskier investment than ordinary debt securities. Also, your Trigger PLUS are not equivalent to investing directly in the underlying index stocks, i.e., with respect to an underlying index to which your Trigger PLUS are linked, the stocks comprising such underlying index. You should carefully consider whether the offered Trigger PLUS 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

Your Trigger PLUS Do Not Bear Interest
You May Lose Your Entire Investment in the Trigger PLUS
The Trigger PLUS Are Subject to the Credit Risk of the Issuer and the Guarantor
The Return on Your Trigger PLUS May Change Significantly Despite Only a Small Incremental Change in the Value of the Basket
The Return on Your Trigger PLUS Will Be Limited
The Lower Performance of One Underlying Index May Offset an Increase in the Other Underlying Index
The Estimated Value of Your Trigger PLUS At the Time the Terms of Your Trigger PLUS Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Trigger PLUS
The Amount Payable on Your Trigger PLUS Is Not Linked to the Index Closing Values of the Underlying Indices at Any Time Other than the Valuation Date
The Market Value of Your Trigger PLUS May Be Influenced By Many Unpredictable Factors
Investing in the Trigger PLUS is Not Equivalent to Investing in the Underlying Indices; You Have No Shareholder Rights or Rights to Receive Any Underlying Index Stock
We May Sell an Additional Aggregate Stated Principal Amount of the Trigger PLUS at a Different Issue Price
If You Purchase Your Trigger PLUS at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Trigger PLUS Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the Trigger PLUS Will be Negatively Affected

Risks Related to Conflicts of Interest

Other Investors May Not Have the Same Interests as You

Additional Risks Related to the Russell 2000® Index

There Are Small Capitalization Stock Risks Associated With the Russell 2000® Index

Risks Related to Tax

Your Trigger PLUS May Be Subject to an Adverse Change in Tax Treatment in the Future
Non-United States Holders Should Consider the Withholding Tax Implications of Owning the Trigger PLUS
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Trigger PLUS, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Trigger PLUS to Provide Information to Tax Authorities

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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes and certain risks.

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 Note 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

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 underlier supplement no. 41:

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
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
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

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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes and certain risks.

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 underlying index publishers for the Russell 2000® Index and the S&P 500® Index and the issuer, see "The Underliers - Russell 2000® Index" and "The Underliers - S&P 500® Index" on pages S-86 and S-126 of the accompanying underlier supplement no. 41, respectively.

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 Trigger PLUS, 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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes and certain risks.