FWP 1 commln24_fwp_gsg.htm FWP FWP

Free Writing Prospectus pursuant to Rule 433 dated September 5, 2023

Registration Statement No. 333-269296

 

 

img166506892_0.jpg 

Commodity-Linked Notes due

 

 

OVERVIEW

The notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date is based on the performance of the of the settlement price of the first or second nearby West Texas Intermediate (WTI) light sweet crude oil futures contract as measured from the trade date to and including the determination date.

If the final underlier level on the determination date is greater than the initial underlier level, the return on your notes will be positive and will equal the underlier return.

If the final underlier level is equal to or less than the initial underlier level, you will receive the face amount of your notes.

You should read the accompanying preliminary pricing supplement dated September 5, 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:

40057RRK6 / US40057RRK67

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Underlier:

the relevant nearby West Texas Intermediate (WTI) light sweet crude oil futures contract (WTI crude oil futures contract) as traded on the New York Mercantile Exchange (NYMEX) (Bloomberg symbol, “CL1 <Cmdty>” or “CL2 <Cmdty>”)

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

● if the underlier return is positive (the final underlier level is greater than the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the underlier return; or

● if the underlier return is zero or negative (the final underlier level is equal to or less than the initial underlier level), $1,000

Initial underlier level:

to be determined on the trade date and will be 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

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

Trade date:

expected to be September 12, 2023

Settlement date:

expected to be September 15, 2023

Determination date:

expected to be September 12, 2025

Stated maturity date:

expected to be September 17, 2025

Closing level of the underlier:

on any day, the closing level of the first nearby WTI crude oil futures contract on such day as determined by the calculation agent unless such day falls on or after the last trading day during which trading may take place for the first nearby WTI crude oil futures contract, as determined by the calculation agent, in which case the closing level of the underlier will be the closing level of the second nearby WTI crude oil futures contract on such day as determined by the calculation agent

Estimated value range:

$925 to $955 (which is less than the original issue price; see accompanying preliminary pricing supplement)

 

Hypothetical Payment Amount At Maturity

 

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Hypothetical Final Underlier Level
(as a % of the Initial Underlier Level)

Hypothetical Payment
Amount at Maturity
(as a % of Face Amount)

200.000%

200.000%

175.000%

175.000%

150.000%

150.000%

125.000%

125.000%

100.000%

100.000%

75.000%

100.000%

50.000%

100.000%

25.000%

100.000%

0.000%

100.000%

 

 

 

 

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.


 

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, commodity terms supplement no. 8,998 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, commodity terms supplement no. 8,998 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, commodity terms supplement no. 8,998 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.


 

 

RISK FACTORS

An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying commodity terms supplement no. 8,998, 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 and “Additional Risk Factors Specific to the Notes” in the accompanying commodity terms supplement no. 8,998, 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 Cash Settlement Amount Payable on Your Notes Is Not Linked to the Closing Level of the Underlier at Any Time Other Than the Determination Date

   Your Notes Do Not Bear Interest

   We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price

   The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors

   If the Level of the Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner

   You Have No Rights with Respect to Any Underlier Commodity or Rights to Receive Any Underlier Commodity

   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

   Your Notes May Not Have an Active Trading Market

Additional Risks Related to the Underlier

   There Are Risks Associated with an Investment Linked to the Prices of Commodities Generally

 

   Commodity Prices as Well as the Underlier Level May Change Unpredictably, Affecting the Value of Your Notes in Unforeseeable Ways

   The Underlier May Continue to be Volatile and May be Affected by Factors Specific to Its Market, Which May Have an Adverse Effect on the Market Value of Your Notes

   There Are Specific Risks Associated with WTI Crude Oil and the WTI Crude Oil Futures Contract

   Your Notes Are Linked to the WTI Crude Oil Futures Contract Not to the Spot Prices of WTI Crude Oil

   If the First Nearby Futures Contract is Used to Calculate the Closing Level of the WTI Crude Oil Futures Contract, Such Closing Level May Be More Volatile Than if Another Nearby WTI Crude Oil Futures Contract Had Been Used

   If the Second Nearby Futures Contract For the Commodity Futures Contract is Used on the Determination Date, Any Downward Trend In Its Underlying Commodity May Be Amplified Relative to the First Nearby Futures Contract Of The Commodity Futures Contract

Risks Related to Tax

   Your Notes Will Be Treated as Debt Instruments Subject to Special Rules Governing Contingent Payment Debt Instruments for U.S. Federal Income Tax Purposes

   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 commodity terms supplement no. 8,998:

Risk Overview

   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

   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

   Past Performance Is No Guide to Future Performance

   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

 

 

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.


 

 

   The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Non-Trading Day Occurs and Can Postpone the Determination Date, Averaging Date, Call Observation Date, Coupon Observation Date or Measurement Period Observation Date If a Market Disruption Event Occurs or Is Continuing

   Legal and Regulatory Changes Could Adversely Affect the Return on and Value of Your Notes

   Ongoing Commodities-Related Regulatory Investigations And Private Litigation Could Affect Prices for Commodities and Futures Contracts, Which Could Adversely Affect Your Notes

   Information on the Underlier or Underliers May Not Be Readily Available

   Suspensions or Disruptions of Market Trading in the Underlier, Underliers or Underlier Commodities May Adversely Affect the Value of Your Notes

   As a Holder of Notes, You Will Not Have Any Rights Against the Publishers of the Prices of the Underlier Commodities, Physical Commodities or Commodity Futures Contracts To Which Your Notes Are Linked

   Commodity Markets May Be Subject to Limit Prices

   The Underlier May Include, or May in the Future Include, Contracts That Are Not Traded on Regulated Futures Exchanges

 

Additional Risks Relating to Commodity Futures Contracts

   Your Notes Are Not Regulated by the Commodity Futures Trading Commission

   A Difference in the Future Prices of Commodities Relative to Their Current Prices May Lead to a Decrease in the Return on Your Notes

   Commodity Futures Contracts Are Not Assets with Intrinsic Value

   “Backwardation” or “Contango” in the Market Prices of the Commodities Contracts May Affect the Value of an Underlier

   Your Notes May Not Benefit From a Positive Roll Yield

   Economic or Political Events or Crises Could Result in Large-Scale Purchases or Sales of the Underlier, Which Could Affect the Price of Such Underlier and May Adversely Affect the Value of an Investment in the Notes

   Substantial Sales of the Underlier by Governments or Public Sector Entities Could Result in Price Decreases, Which Would Adversely Affect the Value of an Investment in the Notes

 

 

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 holders.

 

 

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.