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Free Writing Prospectus pursuant to Rule 433 dated September 11, 2024 / Registration Statement No. 333-269296 STRUCTURED INVESTMENTS Opportunities in U.S. Equities GS Finance Corp. |
Lookback Trigger PLUS Based on the Value of the S&P 500® Index due October 5, 2026
Principal at Risk Securities
The Lookback 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 September 11, 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 |
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Trigger PLUS Payoff Diagram* |
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Issuer / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Underlying index: |
S&P 500® Index (Bloomberg symbol, “SPX Index”) |
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Pricing date: |
expected to price on or about September 30, 2024 |
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Original issue date: |
expected to be October 3, 2024 |
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Valuation date: |
expected to be September 30, 2026 |
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Stated maturity date: |
expected to be October 5, 2026 |
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Payment at maturity (for each $1,000 stated principal amount of your Trigger PLUS): |
If the final index value is greater than the initial index value, $1,000 + the leveraged upside payment, subject to the maximum payment at maturity In no event will the payment at maturity exceed the maximum payment at maturity. If the final index value is equal to or less than the initial index value, but greater than or equal to the trigger level, $1,000 If the final index value is less than the trigger level, 1,000 × index performance factor. This amount will be less than the stated principal amount of $1,000, will represent a loss of more than 10.00% and could be zero |
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Leveraged upside payment: |
$1,000 × leverage factor × index percent increase |
Hypothetical Final Index Value (as Percentage of Initial Index Value) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
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Leverage factor: |
125.00% |
150.000% |
117.800% |
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140.000% |
117.800% |
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Index percent increase: |
(final index value - initial index value) / initial index value |
130.000% |
117.800% |
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120.000% |
117.800% |
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Initial index value: |
the lowest index closing value during the initial observation period |
114.240% |
117.800% |
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Initial observation period: |
expected to be each scheduled index business day during the approximately two-month period from and including the pricing date to and including December 2, 2024 |
110.000% 105.000% |
112.500% 106.250% |
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100.000% |
100.000% |
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Final index value: |
the index closing value on the valuation date |
97.000% |
100.000% |
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Trigger level: |
90.00% of the initial index value |
95.000% |
100.000% |
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Index performance factor: |
final index value / initial index value |
92.000% |
100.000% |
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90.000% |
100.000% |
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CUSIP / ISIN: |
40058F5Z2 / US40058F5Z20 |
89.999% |
89.999% |
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Estimated value range: |
$910 to $970 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
50.000% |
50.000% |
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25.000% |
25.000% |
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0.000% |
0.000% |
*assumes a maximum payment at maturity of $1,178.00 per Trigger PLUS
About Your Trigger PLUS |
The amount that you will be paid on your Trigger PLUS on the stated maturity date is based on the performance of the S&P 500® Index as measured from the initial index value, which will be the lowest index closing value during the initial observation period, to the final index value.
If the final index value is greater than the initial index value, the return on your Trigger PLUS will be positive and equal to the product of the leverage factor of 125.00% multiplied by the index percent increase (the percentage increase in the final index value from the initial index value) subject to the maximum payment at maturity of at least $1,178.00 (set on the pricing date) per Trigger PLUS.
If the final index value is equal to or less than the initial index value but greater than or equal to the trigger level of 90.00% of the initial index value, you will receive the principal amount of your Trigger PLUS. However, if the final index value is less than the trigger level, you will lose a significant portion or all of your investment.
The Trigger PLUS are for investors willing to forgo interest payments and risk losing their entire investment if the final index value is less than the trigger level in exchange for the use of an initial observation period in determining the initial index value and the potential to earn 125.00% of any positive return of the underlying index, subject to the maximum payment at maturity.
The initial index value will be the lowest index closing value during the initial observation period. If the calculation agent determines that a market disruption event occurs on any scheduled index business day during the initial observation period or such day is not an index business day, the index closing value on such day will not be included in the calculation of the initial index value.
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. 40, 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. 40, 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. 40, 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 index (including historical index closing values), the terms of the Trigger PLUS 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. 40, 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. 40, 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., the stocks comprising the underlying index to which your Trigger PLUS are linked. 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
Risks Related to Conflicts of Interest
Additional Risks Related to the Underlying Index
Risks Related to Tax
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 index (including historical index closing values), the terms of the Trigger PLUS 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
Risks Related to Conflicts of Interest
Risks Related to Tax
The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 40:
Risks Relating to Securities Linked to Underliers
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:
For details about the license agreement between the underlying index sponsor and the issuer, see “The Underliers – S&P 500® Index” on page S-118 of the accompanying underlier supplement no. 40.
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 index (including historical index closing values), the terms of the Trigger PLUS and certain risks.
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 index (including historical index closing values), the terms of the Trigger PLUS and certain risks.