Free Writing Prospectus pursuant to Rule 433 dated October 3, 2024 / Registration Statement No. 333-269296 STRUCTURED INVESTMENTS Opportunities in Commodities and U.S. and International Equities GS Finance Corp. |
Trigger PLUS Based on the Value of a Basket of Commodity and Equity ETFs due October 21, 2027
Principal at Risk Securities
The 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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Multiplier: |
Each multiplier will be set on the pricing date based on the applicable underlying ETF’s respective initial basket component value so that each underlying ETF 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 ETF, (i) the product of the applicable basket component weighting times 100 divided by (ii) the applicable initial basket component value. |
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You should read the accompanying preliminary pricing supplement dated October 3, 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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Basket: |
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Basket performance factor: |
final basket value / initial basket value |
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Basket component |
Basket component weighting |
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VanEck Gold Miners ETF (Bloomberg symbol, “GDX UP Equity”) |
50.00% |
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CUSIP / ISIN: |
40058FEY5 / US40058FEY51 |
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iShares® Silver Trust (Bloomberg symbol, “SLV UP Equity”) |
50.00% |
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Estimated value range: |
$890 to $950 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
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We refer to each of the VanEck Gold Miners ETF and the iShares® Silver Trust singularly as an underlying ETF and together as the underlying ETFs. |
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Trigger PLUS Payoff Diagram* |
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Pricing date: |
expected to price on or about October 17, 2024 |
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Original issue date: |
expected to be October 22, 2024 |
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Valuation date: |
expected to be October 18, 2027 |
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Stated maturity date: |
expected to be October 21, 2027 |
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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 payment at maturity In no event will the payment at maturity exceed the maximum 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 If the final basket value is less than the trigger level, $1,000 × the basket performance factor This amount will be less than the stated principal amount of $1,000, will represent a loss of more than 20.00% and could be zero. |
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Leveraged upside payment: |
$1,000 × leverage factor × basket percent increase |
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Hypothetical Final Basket Value (as Percentage of Initial Basket Value) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
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Leverage factor: |
200% |
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250.000% |
170.500% |
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Maximum payment at maturity (set on the pricing date): |
at least $1,705.00 per Trigger PLUS (at least 170.50% of the stated principal amount) |
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175.000% |
170.500% |
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135.250% |
170.500% |
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130.000% |
160.000% |
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Basket percent increase: |
(final basket value – initial basket value) / initial basket value |
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120.000% |
140.000% |
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110.000% |
120.000% |
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Initial basket value: |
100 |
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100.000% |
100.000% |
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Final basket value: |
the basket closing value on the valuation date |
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95.000% |
100.000% |
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Trigger level: |
80.00% of the initial basket value |
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90.000% |
100.000% |
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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 ETF times the applicable multiplier for such underlying ETF on such date. |
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85.000% |
100.000% |
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80.000% |
100.000% |
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79.999% |
79.999% |
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50.000% |
50.000% |
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Basket component closing value: |
In the case of each underlying ETF, the closing value of such underlying ETF. |
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25.000% |
25.000% |
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10.000% |
10.000% |
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0.000% |
0.000% |
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* assumes a maximum payment at maturity of $1,705.00. |
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 ETFs (including historical closing values of the underlying ETFs), the terms of the Trigger PLUS 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 an equally weighted basket composed of the VanEck Gold Miners ETF and the iShares® Silver Trust as measured from the pricing date to and including the valuation date.
The return on your Trigger PLUS is linked, in part, to the performance of the VanEck Gold Miners ETF, and not to that of the index on which the VanEck Gold Miners ETF is based.
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 ETF, of: (i) the closing value of the ETF on the valuation date multiplied by (ii) the applicable multiplier. The multiplier will equal, for each ETF, the quotient of (i) the weighting of such ETF (1/2 or 50.00%) multiplied by 100 divided by (ii) the 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 of 200% multiplied by the basket percent increase, subject to the maximum payment of at least $1,705.00 per Trigger PLUS (set on the pricing date). If the final basket value is equal to or less than the initial basket value but greater than or equal to the trigger level of 80.00% of the initial basket value, you will receive the principal amount of your Trigger PLUS. However, if the final basket value is less than the trigger level, you will lose a significant portion of your investment. Declines in one ETF may offset an increase in the other ETF.
The Trigger PLUS are for investors who seek the potential to earn 200% of any positive return of the basket, subject to the maximum payment at maturity, 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, 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, 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, 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 ETFs (including historical closing values of the underlying ETFs), 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 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, 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 ETF stocks, i.e., with respect to the VanEck Gold Miners ETF to which your Trigger PLUS are linked, the stocks comprising such underlying ETF. 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 VanEck Gold Miners ETF
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 ETFs (including historical closing values of the underlying ETFs), the terms of the Trigger PLUS and certain risks.
Additional Risks Related to the iShares® Silver Trust
Risks Related to Tax
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
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 ETFs (including historical closing values of the underlying ETFs), the terms of the Trigger PLUS and certain risks.
Risks Related to Conflicts of Interest
Risks Related to Tax
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:
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 ETFs (including historical closing values of the underlying ETFs), the terms of the Trigger PLUS and certain risks.