FWP 1 spxco014_fwp_gsg.htm FWP FWP

 

Free Writing Prospectus pursuant to Rule 433 dated October 13, 2023

Registration Statement No. 333-269296

img62363336_0.jpg 

Callable Fixed Coupon S&P 500® Index-Linked Notes due

 

OVERVIEW

Subject to our redemption right described below, the notes will pay a fixed coupon of $18.75 (1.875% quarterly, or up to 7.5% per annum) for each $1,000 face amount on each coupon payment date. The amount that you will be paid on your notes on the stated maturity date, in addition to the final coupon, is based on the performance of the S&P 500® Index as measured from the trade date to and including the determination date.

If the final underlier level on the determination date is greater than or equal to 70% of the initial underlier level, you will receive the face amount of your notes.

If the final underlier level is less than 70% of the initial underlier level, the amount you receive will depend on the underlier return but will be less than the face amount of your notes, as described below. You will not benefit from any increase in the final underlier level above the initial underlier level, and you could lose your entire investment in the notes if the final underlier level is less than 70% of the initial underlier level.

We may redeem your notes at 100% of their face amount plus the coupon then due on any coupon payment date on or after the coupon payment date in October 2025 up to the coupon payment date in July 2028.

You should read the accompanying preliminary pricing supplement dated October 12, 2023, 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

CUSIP/ISIN:

40057WQJ9 / US40057WQJ98

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Underlier:

the S&P 500® Index (current Bloomberg symbol: “SPX Index”)

Trade date:

expected to be October 18, 2023

Settlement date:

expected to be October 23, 2023

Determination date:

the last coupon observation date, expected to be October 18, 2028

Stated maturity date:

expected to be October 23, 2028

Coupon payment dates:

 

expected to be the 23rd day of each January, April, July and October, commencing in January 2024 and ending on the stated maturity date, unless, for any such coupon payment date, that day is not a business day, in which case such coupon payment date will be postponed to the next following business day

Payment amount at maturity (for each $1,000 face amount of your notes):

if the underlier return is greater than or equal to -30% (the final underlier level is greater than or equal to 70% of the initial underlier level), $1,000; or
if the underlier return is less than -30% (the final underlier level is less than 70% of the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) the underlier return times (b) $1,000

Company’s redemption right:

the company may redeem this note, at its option, in whole but not in part, on each coupon payment date commencing in October 2025 and ending in July 2028, for an amount in cash for each $1,000 of the outstanding face amount on the redemption date equal to 100% of such $1,000 face amount plus the coupon then due

Initial underlier level:

an intra-day level or the closing level of the underlier on the trade date

Final underlier level:

the closing level of the underlier on the determination date, subject to adjustment as provided in “— Consequences of a market disruption event or non-trading day” and “— Discontinuance or modification of the underlier” below

Underlier return:

the quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage

Coupon (for each $1,000 face amount of your notes):

$18.75 (1.875% quarterly, or up to 7.5% per annum)

Estimated value range:

$885 to $925 (which is less than the original issue price; see accompanying preliminary pricing supplement)

 

 

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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.

1


 

 

 

HYPOTHETICAL PAYMENT AT MATURITY

The Notes Have Not Been Redeemed

Hypothetical Final Underlier Level

(as a % of the Initial Underlier Level)

Hypothetical Payment Amount at Maturity

(as a % of Face Amount)

175.000%

100.000%

150.000%

100.000%

125.000%

100.000%

100.000%

100.000%

90.000%

100.000%

80.000%

100.000%

75.000%

100.000%

70.000%

100.000%

69.999%

69.999%

50.000%

50.000%

25.000%

25.000%

0.000%

0.000%

* Does not include the final coupon

 

About Your Notes

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. 37, 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. 37, 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. 37, general terms supplement no. 8,999 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The notes 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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.

2


 

 

RISK FACTORS

An investment in the notes 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. 37, 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 “Additional Risk Factors Specific to Your Notes” 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. 37, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.

The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:

 

Risks Related to Structure, Valuation and Secondary Market Sales

The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes
The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor
The Amount Payable on Your Notes Is Not Linked to the Level of the Underlier at Any Time Other Than the Determination Date
You May Lose Your Entire Investment in the Notes
The Return on Your Notes May Change Significantly Despite Only a Small Change in the Level of the Underlier
We Are Able to Redeem Your Notes at Our Option
The Coupon if Fixed and Does Not Reflect the Actual Performance of the Underlier

 

The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors
If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected
You Have No Shareholder Rights or Rights to Receive Any Underlier Stock
We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price

Risks Related to Tax

The Tax Consequences of an Investment in Your Notes Are Uncertain
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities

 

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 Not 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

Other Investors in the Notes May Not Have the Same Interests as You
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

 

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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.

3


 

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 factor is discussed in greater detail in the accompanying underlier supplement no. 37:

 

Risks Relating to Securities Linked to Underliers

The Policies of an Underlier Sponsor, if Applicable, and Changes that Affect an Underlier to Which Your Securities are Linked, or the Constituent Indices or Underlier Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Securities and Their Market Value

 

Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises an 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 Underlier Stock Issuers, There Is No Affiliation Between the Underlier Stock Issuers or Any 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
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 holder

 

For details about the license agreement between the underlier sponsor and the issuer, see “The Underliers S&P 500® Index” on page S-113 of the accompanying underlier supplement no. 37.

 

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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.

4