Free Writing Prospectus pursuant to Rule 433 dated January 16, 2025 / Registration Statement No. 333-269296 STRUCTURED INVESTMENTS Opportunities in U.S. Equities GS Finance Corp. |
Trigger PLUS Based on the Value of a Basket Consisting of an Index and an ETF due January 23, 2031
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. You should read the accompanying preliminary pricing supplement dated January 16, 2025, 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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Multiplier: |
Each multiplier will be set on the pricing date based on the applicable basket component’s respective initial basket component value so that each basket component 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 basket component, (i) the product of the applicable basket component weighting times 100 divided by (ii) the applicable initial basket component value. |
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KEY TERMS |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Basket performance factor: |
final basket value / initial basket value |
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Basket: |
Basket component |
Basket component weighting |
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S&P 500® Index (current Bloomberg symbol: “SPX Index”) |
65.00% |
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CUSIP / ISIN: |
40058GJY8 / US40058GJY89 |
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Estimated value range: |
$875 to $935 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
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iShares® 7-10 Year Treasury Bond ETF (current Bloomberg symbol: “IEF UQ Equity”) |
35.00% |
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Trigger PLUS Payoff Diagram* |
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We refer to the S&P 500® Index as the basket index and we refer to the iShares® 7-10 Year Treasury Bond ETF as the basket ETF and, together with the basket index, as the basket components. The initial basket component value of each basket component is the basket component closing value of such basket component on the pricing date. |
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Underlying index: |
with respect to the basket ETF, the index tracked by such basket ETF |
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Pricing date: |
expected to price on or about January 17, 2025 |
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Original issue date: |
expected to be January 23, 2025 |
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Valuation date: |
expected to be January 17, 2031 |
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Stated maturity date: |
expected to be January 23, 2031 |
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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; • 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; or • if the final basket value is less than the trigger level, $1,000 × the basket performance factor |
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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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150.000% |
157.900% |
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Leveraged upside payment: |
$1,000 × leverage factor × basket percent increase |
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130.000% |
134.740% |
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120.000% |
123.160% |
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Leverage factor (set on the pricing date): |
at least 115.80% |
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110.000% |
111.580% |
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105.000% |
105.790% |
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Basket percent increase: |
(final basket value – initial basket value) / initial basket value |
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100.000% |
100.000% |
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90.000% |
100.000% |
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Initial basket value: |
100 |
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80.000% |
100.000% |
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Final basket value: |
the basket closing value on the valuation date |
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70.000% |
100.000% |
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Trigger level: |
65.00% of the initial basket value |
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65.000% |
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 basket component times the applicable multiplier for such basket component on such date. |
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64.999% |
64.999% |
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60.000% |
60.000% |
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50.000% |
50.000% |
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25.000% |
25.000% |
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Basket component closing value: |
in the case of each basket component, the closing value of such basket component. |
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0.000% |
0.000% |
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*assumes a leverage factor of 115.80% |
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 basket components (including historical basket component 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 at stated maturity is based on the performance of a weighted basket composed of the S&P 500® Index and the iShares® 7-10 Year Treasury Bond ETF (ETF) 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 ETF, and not to that of the index on which the 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 basket component, of: (i) the basket component closing value of such basket component on the valuation date multiplied by (ii) its multiplier. The multiplier will equal, for each basket component, the quotient of (i) the weighting of such basket component 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 increase. 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. However, if the final basket value is less than the trigger level, you will lose a significant portion of your investment. Declines in one basket component may offset increases in the other basket component. Due to the unequal weighting of each basket component, the performance of the basket component with greater weight will have a significantly larger impact on the return on your Trigger PLUS than the performance of the basket component with lesser weight.
The Trigger PLUS are for investors who seek the potential to earn at least 115.80% of any positive return of 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. 42, 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. 42, 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. 42, 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 basket components (including historical basket component 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. 42, 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. 42, 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 basket component securities, i.e., with respect to a basket component to which your Trigger PLUS are linked, the securities comprising such basket component. 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 Basket 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 basket components (including historical basket component closing values), the terms of the Trigger PLUS and certain risks.
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
Risks Related to Conflicts of Interest
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying underlier supplement no. 42:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
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 basket components (including historical basket component closing values), the terms of the Trigger PLUS and certain risks.
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 basket component publisher for the S&P 500® Index and the issuer, see “The Underliers — S&P 500® Index” on page S-124 of the accompanying underlier supplement no. 42.
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 basket components (including historical basket component closing values), the terms of the Trigger PLUS and certain risks.