FWP 1 wogdxj02_fwp_gsg.htm FWP FWP

Free Writing Prospectus pursuant to Rule 433 dated October 25, 2023

Registration Statement No. 333-269296

 

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Autocallable Contingent Coupon ETF-Linked Notes due

 

OVERVIEW

 

If the closing level of either the VanEck Junior Gold Miners ETF or the VanEck Gold Miners ETF (each, an underlier) on any coupon observation date is less than its coupon trigger level (a fixed percentage set on the trade date that is expected to be, at most, 51.5% of its initial underlier level), you will not receive a coupon on the applicable coupon payment date. The amount that you will be paid on your notes is based on the performances of the underliers. The notes will mature on the stated maturity date, unless automatically called on any coupon observation date commencing in April 2024 to and including July 2026. Your notes will be automatically called if the closing level of each underlier on any such coupon observation date is greater than or equal to its initial underlier level. If your notes are automatically called, you will receive a payment on the next coupon payment date (the third business day after the relevant coupon observation date) equal to the face amount of your notes plus a coupon (as described below).

The return on your notes is linked to the performances of the VanEck Junior Gold Miners ETF and the VanEck Gold Miners ETF, and not to that of the MVIS Global Junior Gold Miners Index® or the NYSE® Arca Gold Miners Index® on which the respective underliers are based.

Coupon observation dates are expected to be the 30th day of each January, April, July and October, commencing in January 2024 and ending in October 2026. If on any coupon observation date the closing level of each underlier is greater than or equal to its coupon trigger level, you will receive on the applicable coupon payment date a coupon for each $1,000 face amount of your notes equal to (i) the product of $25 (2.5% quarterly, or the potential for up to 10% per annum) times the number of coupon observation dates that have occurred up to and including the relevant coupon observation date minus (ii) the sum of all coupons previously paid, if any.

The amount that you will be paid on your notes at maturity, if they have not been automatically called, in addition to the final coupon, if any, is based on the performance of the underlier with the lowest underlier return. The underlier return for each underlier is the percentage increase or decrease in the closing level of such underlier on the determination date (the final coupon observation date) from its initial underlier level.

You should read the accompanying preliminary pricing supplement dated October 24, 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:

40057WTR8 / US40057WTR87

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Underliers (each individually, an underlier):

the VanEck Junior Gold Miners ETF (current Bloomberg symbol: “GDXJ UP Equity”) and the VanEck Gold Miners ETF (current Bloomberg symbol: “GDX UP Equity”)

Underlying index (each individually, an underlying index):

with respect to the VanEck Junior Gold Miners ETF, the MVIS Global Junior Gold Miners Index® and with respect to the VanEck Gold Miners ETF, the NYSE® Arca Gold Miners Index®

Trade date:

expected to be October 30, 2023

Settlement date:

expected to be November 2, 2023

Determination date:

expected to be October 30, 2026

Stated maturity date:

expected to be November 4, 2026

Payment amount at maturity (for each $1,000 face amount of your notes):
•
if the final underlier level of each underlier is greater than or equal to its trigger buffer level, $1,000 plus a coupon calculated as described above; or
•
if the final underlier level of any underlier is less its trigger buffer level, the sum of (i) $1,000 plus (ii) the product of (a) the lesser performing underlier return times (b) $1,000

Company’s redemption right (automatic call feature):

if a redemption event occurs, then the outstanding face amount will be automatically redeemed in whole and the company will pay, in addition to the coupon then due, an amount in cash on the following call payment date, for each $1,000 of the outstanding face amount, equal to $1,000

Redemption event:

a redemption event will occur if, as measured on any call observation date, the closing level of each underlier is greater than or equal to its initial underlier level

Initial underlier level:

with respect to an underlier, an intra-day level or the closing level of such underlier on the trade date

Final underlier level:

with respect to an underlier, the closing level of such underlier on the determination date

Underlier return:

with respect to an underlier, the quotient of (i) its final underlier level minus its initial underlier level divided by (ii) its initial underlier level, expressed as a percentage

Lesser performing underlier return:

the underlier return of the lesser performing underlier

Lesser performing underlier:

the underlier with the lowest underlier return

Trigger buffer level:

for each underlier, a fixed percentage set on the trade date that is expected to be, at most, 51.5% of its initial underlier level

Coupon (for each $1,000 face amount of your notes):
•
if the closing level of each underlier on the related coupon observation date is greater than or equal to its coupon trigger level, (i) the product of $25 (2.5% quarterly, or the potential for up to 10% per annum) times the number of coupon observation dates that have occurred up to and including the relevant coupon observation date minus (ii) the sum of all coupons previously paid, if any; or
•
if the closing level of any underlier on the related coupon observation date is less than its coupon trigger level, $0

Coupon trigger level:

for each underlier, a fixed percentage set on the trade date that is expected to be, at most, 51.5% of its initial underlier level

Call observation dates:

expected to be each coupon observation date commencing in April 2024 and ending in July 2026

 

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 underliers, the terms of the notes and certain risks.

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Call payment dates:

expected to be the third business day after each call observation date

Coupon observation dates:

expected to be the 30th day of each January, April, July and October, commencing in January 2024 and ending in October 2026

Coupon payment dates:

expected to be the third business day after each coupon observation date (except that the final coupon payment date will be the stated maturity date)

Estimated value range:

$925 to $955 (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 underliers, the terms of the notes and certain risks.

 

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HYPOTHETICAL COUPON PAYMENTS

 

The examples below show hypothetical performances of each underlier as well as the hypothetical coupons, if any, that we would pay on each coupon payment date with respect to each $1,000 face amount of the notes if the hypothetical closing level of each underlier on the applicable coupon observation date was the percentage of its initial underlier level shown.

Scenario 1

 

Hypothetical Coupon

Observation Date

Hypothetical Closing Level of the VanEck

 Junior Gold Miners ETF (as Percentage

 of Initial Underlier Level)

Hypothetical Closing Level of the VanEck

Gold Miners ETF (as Percentage of Initial

Underlier Level)

Hypothetical Coupon

First

110%

50%

$0

Second

80%

105%

$50

Third

25%

40%

$0

Fourth

55%

50%

$0

Fifth

50%

90%

$0

Sixth

95%

90%

$100

Seventh

45%

35%

$0

Eighth

40%

45%

$0

Ninth

50%

55%

$0

Tenth

30%

35%

$0

Eleventh

35%

40%

$0

Twelfth

35%

30%

$0

Total Hypothetical Coupons

$150

 

In Scenario 1, the hypothetical closing level of each underlier increases and decreases by varying amounts on each hypothetical coupon observation date. Because the hypothetical closing level of each underlier on the second and sixth hypothetical coupon observation dates is greater than or equal to its coupon trigger level, the total of the hypothetical coupons in Scenario 1 is $150. Because the hypothetical closing level of at least one underlier on all other hypothetical coupon observation dates is less than its coupon trigger level, no further coupons will be paid, including at maturity.

Scenario 2

 

Hypothetical Coupon

 Observation Date

Hypothetical Closing Level of the VanEck

Junior Gold Miners ETF (as Percentage of

Initial Underlier Level)

Hypothetical Closing Level of the VanEck

Gold Miners ETF (as Percentage of Initial

Underlier Level)

Hypothetical Coupon

First

110%

30%

$0

Second

40%

20%

$0

Third

35%

45%

$0

Fourth

45%

50%

$0

Fifth

70%

35%

$0

Sixth

65%

40%

$0

Seventh

40%

45%

$0

Eighth

30%

25%

$0

Ninth

45%

35%

$0

Tenth

25%

40%

$0

Eleventh

35%

30%

$0

Twelfth

30%

45%

$0

Total Hypothetical Coupons

$0

 

In Scenario 2, the hypothetical closing level of each underlier increases and decreases by varying amounts on each hypothetical coupon observation date. Because in each case the hypothetical closing level of at least one underlier on the related coupon observation date is less than its coupon trigger level, you will not receive a coupon payment on the applicable hypothetical coupon payment date. Since this occurs on every hypothetical coupon observation date, the overall return you earn on your notes will be less than zero. Therefore, the total of the hypothetical coupons in Scenario 2 is $0.

 

Scenario 3

 

Hypothetical

Coupon

Observation Date

Hypothetical Closing Level of the VanEck

Junior Gold Miners ETF (as Percentage of

Initial Underlier Level)

Hypothetical Closing Level of the VanEck

Gold Miners ETF (as Percentage of Initial

 Underlier Level)

Hypothetical Coupon

First

35%

45%

$0

Second

115%

105%

$50

Total Hypothetical Coupons

$50

 

In Scenario 3, the hypothetical closing level of each underlier is less than its coupon trigger level on the first coupon observation date, but the hypothetical closing level of each underlier increases to a level that is greater than its initial underlier level on the second hypothetical coupon observation date. Because the hypothetical closing level of each underlier is greater than or equal to its initial underlier level on the second hypothetical coupon observation date (which is also the first hypothetical call observation date), your notes will be automatically called. Therefore, on the corresponding hypothetical call payment date, in addition to the hypothetical coupon of $50, you will receive an amount in cash equal to $1,000 for each $1,000 face amount of 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 underliers, the terms of the notes and certain risks.

 

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HYPOTHETICAL PAYMENT AT MATURITY

The Notes Have Not Been Automatically Called

 

Hypothetical Final Underlier Level of the Lesser

Performing Underlier

(as Percentage of Initial Underlier Level)

Hypothetical Payment Amount at Maturity

(as Percentage of Face Amount)

200.000%

100.000%*

175.000%

100.000%*

150.000%

100.000%*

125.000%

100.000%*

100.000%

100.000%*

90.000%

100.000%*

85.000%

100.000%*

75.000%

100.000%*

51.500%

100.000%*

51.499%

51.499%

40.000%

40.000%

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, 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 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 underliers, the terms of the notes and certain risks.

 

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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 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, 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
▪
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 Lesser Performing Underlier
▪
You May Not Receive a Coupon on Any Coupon Payment Date
▪
Your Notes Are Subject to Automatic Redemption
▪
The Coupon Does Not Reflect the Actual Performance of the Underliers from the Trade Date to Any Coupon Observation Date or from Coupon Observation Date to Coupon Observation Date
▪
The Cash Settlement Amount Will Be Based Solely on the Lesser Performing 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
▪
The Return on Your Notes Will Not Reflect Any Dividends Paid on the Underliers or Any Underlier Stocks
▪
You Have No Shareholder Rights or Rights to Receive Shares of the Underliers or Any Underlier Stock
▪
We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price

Additional Risks Related to the Underliers

▪
The Policies of the Underlier Investment Advisor For Any Underlier and of the Underlying Index Sponsor of the Underlying Index Tracked By Any Underlier Could Affect the Amount Payable on Your Notes and Their Market Value

 
▪
There is No Assurance That an Active Trading Market Will Continue for the Underliers or That There Will Be Liquidity in Any Such Trading Market; Further, the Underliers Are Subject to Management Risks, Securities Lending Risks and Custody Risks
▪
Each Underlier and Its Underlying Index Are Different and the Performance of Each Underlier May Not Correlate With the Performance of Its Underlying Index
▪
The Underliers Are Concentrated in Gold and Silver Mining Companies and Do Not Provide Diversified Exposure
▪
An Investment in the Offered Notes Is Subject to Risks Associated with Foreign Securities Markets
▪
Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Result in Material Changes to the Composition of an Underlier with Underlier Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Notes
▪
Your Investment in the Notes Will Be Subject to Foreign Currency Exchange Rate Risk
▪
Even Though Currencies Trade Around-The-Clock, Your Notes Will Not

Additional Risks Related to the VanEck Gold Miners ETF

▪
The VanEck Gold Miners ETF May Be Disproportionately Affected By the Performance of a Small Number of Stocks

Risks Related to Tax

▪
The Tax Consequences of an Investment in Your Notes Are Uncertain
▪
Your Notes May Be Subject to the Constructive Ownership Rules
▪
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

 

 

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 underliers, the terms of the notes and certain risks.

 

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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
▪
With Respect to Notes Linked to Index Stocks or Exchange-Traded Funds, You Have Limited Anti-Dilution Protection
▪
With Respect to Notes Linked to Exchange-Traded Funds, Except to the Extent GS&Co. and One or More of Our Other Affiliates Act as Authorized Participants in the Distribution of, and, at Any Time, May Hold, Shares of, the Applicable Exchange-Traded Fund to Which Your Notes Are Linked, There Is No Affiliation Between the Investment Advisor of such Exchange-Traded Fund and Us

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
▪
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 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 underliers, the terms of the notes and certain risks.

 

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