Free Writing Prospectus pursuant to Rule 433 dated October 3, 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 the S&P 500® Index due October 19, 2029
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. |
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Trigger PLUS Payoff Diagram* |
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You should read the accompanying preliminary pricing supplement dated October 2, 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. |
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KEY TERMS |
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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 October 16, 2024 |
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Original issue date: |
expected to be October 21, 2024 |
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Valuation date: |
expected to be October 16, 2029 |
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Stated maturity date: |
expected to be October 19, 2029 |
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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 upside payment at maturity In no event will the payment at maturity exceed the maximum upside 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 + ($1,000 × the absolute index return) 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 30.00% and could be zero. |
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Hypothetical Final Index Value (as Percentage of Initial Index Value) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
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175.000% |
150.000% |
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Leveraged upside payment: |
$1,000 × leverage factor x index percent change |
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150.000% |
150.000% |
125.000% |
150.000% |
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Leverage factor (set on the pricing date): |
at least 120% |
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141.667% |
150.000% |
110.000% |
112.000% |
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Maximum upside payment at maturity: |
$1,500.00 per Trigger PLUS (150.00% of the stated principal amount) |
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105.000% |
106.000% |
100.000% |
100.000% |
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Index percent change: |
(final index value - initial index value) / initial index value |
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95.000% |
105.000% |
Absolute index return: |
the absolute value of the index percent change. For example, a -5% index percent change will result in a +5% absolute index return. |
90.000% |
110.000% |
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70.000% |
130.000% |
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Initial index value: |
the index closing value on the pricing date |
69.999% |
69.999% |
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Final index value: |
the index closing value on the valuation date |
60.000% |
60.000% |
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Trigger level: |
70.00% of the initial index value |
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50.000% |
50.000% |
Index performance factor: |
final index value/ initial index value |
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30.000% |
30.000% |
CUSIP / ISIN: |
40058FFQ1 / US40058FFQ19 |
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25.000% |
25.000% |
Estimated value range: |
$890 to $950 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
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0.000% |
0.000% |
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*assumes a leverage factor of 120% 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 index (including historical index closing values), the terms of the Trigger PLUS and certain risks. |
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 pricing date to and including the valuation date.
If the final index value is greater than the initial index value (set on the pricing date), the return on your Trigger PLUS will be positive and equal to the product of the leverage factor of at least 120% (set on the pricing date) multiplied by the index percent change, subject to the maximum upside payment at maturity of $1,500.00 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 70.00% of the initial index value, you will receive the principal amount of your Trigger PLUS plus a return reflecting the absolute value of the index percentage change (e.g., if the index percentage change is -5%, your return will be +5%). However, if the final index value is less than the trigger level, you will lose a significant portion of your investment.
The Trigger PLUS are for investors who seek the potential to earn at least 120% of any positive return of the underlying index, subject to the maximum upside payment at maturity, seek a positive return for moderate decreases in the underlying index, are willing to forgo interest payments and are willing to risk losing their entire investment if the final index 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 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. 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., 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. 41:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
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
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. |
For details about the license agreement between the underlying index sponsor and the issuer, see “The Underliers – S&P 500® Index” on page S-126 of the accompanying underlier supplement no. 41.
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. |