FWP 1 gs-fwp.htm FWP gs-fwp.htm

 

Free Writing Prospectus pursuant to Rule 433 dated June 14, 2022 / Registration Statement No. 333-253421

STRUCTURED INVESTMENTS

Opportunities in Commodities and U.S. and International Equities

GS Finance Corp.

 

PLUS Based on the Value of a Basket of

Equity Indices and Commodity and Equity ETFs due January 5, 2023

Principal at Risk Securities

 

 

The Performance Leveraged Upside SecuritiesSM (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 June 14, 2022, 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

Issuer / Guarantor:

GS Finance Corp. / The Goldman Sachs Group, Inc.

Basket:

a weighted basket composed of the Russell 2000® Index (Bloomberg symbol, “RTY Index”), the iShares® MSCI Emerging Markets ETF (Bloomberg symbol, “EEM UP Equity”), the VanEck Gold Miners ETF (Bloomberg symbol, “GDX UP Equity”), the EURO STOXX 50® Index (Bloomberg symbol, “SX5E Index”), TOPIX (Bloomberg symbol, “TPX Index”), the iShares® Silver Trust (Bloomberg symbol, “SLV UP Equity”) and the iShares® Biotechnology ETF (Bloomberg symbol, “IBB UP Equity”)

Basket component

Basket component weighting

Initial basket component value

Multiplier

Russell 2000® Index

25.00%

 

 

iShares® MSCI Emerging Markets ETF

15.00%

 

 

VanEck Gold Miners ETF

15.00%

 

 

EURO STOXX 50® Index

15.00%

 

 

TOPIX

10.00%

 

 

iShares® Silver Trust

10.00%

 

 

iShares® Biotechnology ETF

10.00%

 

 

We refer to each of the Russell 2000® Index, the iShares® MSCI Emerging Markets ETF, the VanEck Gold Miners ETF, the EURO STOXX 50® Index, TOPIX, the iShares® Silver Trust and the iShares® Biotechnology ETF singularly as a basket component and together as the basket components.

Pricing date:

expected to price on or about June 30, 2022

Original issue date:

expected to be July 6, 2022

Valuation date:

expected to be December 30, 2022

Stated maturity date:

expected to be January 5, 2023

Payment at maturity (for each $10 stated principal amount of your PLUS):

If the final basket value is greater than the initial basket value,

$10 + 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,

$10 × the basket performance factor

This amount will be equal to or less than the stated principal amount of $10 and could be zero.

Leveraged upside payment:

$10 × leverage factor × basket percent change

Leverage factor:

200.00%

Maximum payment at maturity (set on the pricing date):

at least $11.08 per PLUS (at least 110.80% of the stated principal amount)

Basket percent change:

(final basket value - initial basket value) / initial basket value

Initial basket value:

100

Final basket value:

the basket closing value on the valuation date

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.

Basket component closing value:

In the case of each basket component, the closing value of such basket component.

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 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.

Basket performance factor:

final basket value / initial basket value

CUSIP / ISIN:

36263Q728 / US36263Q7280

Estimated value range:

$9.00 to $9.30 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

 

 

PLUS Payoff Diagram*

Hypothetical Final Basket Value

(as Percentage of Initial Basket Value)

Hypothetical Payment at Maturity

(as Percentage of Stated Principal Amount)

175.000%

110.800%

150.000%

110.800%

110.000%

110.800%

105.400%

110.800%

102.000%

104.000%

101.000%

102.000%

100.000%

100.000%

95.000%

95.000%

75.000%

75.000%

50.000%

50.000%

25.000%

25.000%

0.000%

0.000%

 

* assumes a maximum payment at maturity of $11.08.

 

 

 

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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical closing levels of the basket components), the terms of the notes and certain risks.


 

 

About Your PLUS

The amount that you will be paid on your PLUS at stated maturity is based on the performance of a weighted basket composed of the Russell 2000® Index (25.00% weighting), the iShares® MSCI Emerging Markets ETF (15.00% weighting), the VanEck Gold Miners ETF (15.00% weighting), the EURO STOXX 50® Index (15.00% weighting), TOPIX (10.00% weighting), the iShares® Silver Trust (10.00% weighting) and the iShares® Biotechnology ETF (10.00% weighting), as measured from the pricing date to and including the valuation date.

The return on your PLUS is linked, in part, to the performances of the iShares® MSCI Emerging Markets ETF, the VanEck Gold Miners ETF and the iShares® Biotechnology ETF (each, an ETF), and not to that of the MSCI Emerging Markets Index, the NYSE Arca Gold Miners Index or the ICE Biotechnology Index (each, an underlying index) on which the respective ETFs are based. In addition, each of the iShares® MSCI Emerging Markets ETF and the iShares® Biotechnology ETF follows a strategy of "representative sampling", which means each such ETF’s holdings are not the same as those of its respective underlying index. The performance of any ETF may significantly diverge from that of its respective underlying index.

The initial basket value is 100, and the final basket value will equal the sum of the products, as calculated separately for each basket component, of: (i) the final basket component value multiplied by (ii) the applicable 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) 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 PLUS will be positive and equal to the product of the leverage factor of 200% multiplied by the basket percent change, subject to the maximum payment of at least $11.08 per PLUS (set on the pricing date). If the final basket value is less than the initial basket value, you will lose a portion of your investment.  Declines in one or more basket components may offset increases in the other basket components. Due to the unequal weighting of each basket component, the performances of the basket components with greater weights will have a significantly larger impact on the return on your PLUS than the performances of the basket components with lesser weights.

The 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 has declined from the initial basket value.

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. 27, general terms supplement no. 2,913 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. 27, general terms supplement no. 2,913 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. 27, general terms supplement no. 2,913 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The 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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical closing levels of the basket components), the terms of the notes and certain risks.


 

 

RISK FACTORS

An investment in the PLUS is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 2,913, accompanying underlier supplement no. 27, 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. 2,913, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 27, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your PLUS are a riskier investment than ordinary debt securities. Also, your PLUS are not equivalent to investing directly in the basket component stocks, i.e., with respect to a basket component to which your PLUS are linked, the stocks comprising such basket component. You should carefully consider whether the offered 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

Your PLUS Do Not Bear Interest

You May Lose Your Entire Investment in the PLUS

The PLUS Are Subject to the Credit Risk of the Issuer and the Guarantor

The Return on Your PLUS Will Be Limited

The Lower Performance of One Basket Component May Offset an Increase in Any Other Basket Component

The Return on Your PLUS Will Not Reflect Any Dividends Paid on the ETFs or the Basket Component Stocks

The Estimated Value of Your PLUS At the Time the Terms of Your PLUS Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your PLUS

The Amount Payable on Your PLUS Is Not Linked to the Basket Component Closing Values of the Basket Components at Any Time Other than the Valuation Date

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

Your PLUS May Not Have an Active Trading Market

If the Values of the Basket Components Change, the Market Value of Your PLUS May Not Change in the Same Manner

Investing in the PLUS is Not Equivalent to Investing in the ETFs or the Basket Components; You Have No Shareholder Rights or Rights to Receive Any Shares of the ETFs or Any Basket Component Stock

We May Sell an Additional Aggregate Stated Principal Amount of the PLUS at a Different Issue Price

If You Purchase Your PLUS at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on PLUS Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the PLUS Will be Negatively Affected

Risks Related to Conflicts of Interest

Other Investors May Not Have the Same Interests as You

Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the PLUS and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the PLUS

Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients, Could Negatively Impact Investors in the PLUS

Additional Risks Related to the Russell 2000® Index, the EURO STOXX 50® Index and TOPIX

The Policies of the Basket Component Publishers of the Russell 2000® Index, the EURO STOXX 50® Index and TOPIX and Changes That Affect Such Basket Components or the Basket Component Stocks Comprising Such Basket Components Could Affect the Payment at Maturity and the Market Value of the PLUS

Additional Risks Related to the iShares® MSCI Emerging Markets ETF, the VanEck Gold Miners ETF, the EURO STOXX 50® Index and TOPIX

An Investment in the Offered PLUS Is Subject to Risks Associated with Foreign Securities

Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Result in Material Changes to the Composition of a Basket Component with Basket Component Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the PLUS

Additional Risks Related to the Russell 2000® Index

There are Small-Capitalization Stock Risks Associated with the Russell 2000® Index

Additional Risks Related to the iShares® MSCI Emerging Markets 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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical closing levels of the basket components), the terms of the notes and certain risks.


 

The Policies of the iShares® MSCI Emerging Markets ETF’s Investment Advisor, BlackRock Fund Advisors, and MSCI Inc., the Publisher of its Underlying Index, Could Affect the Payment at Maturity on Your PLUS and Their Market Value

There is No Assurance That an Active Trading Market Will Continue for the iShares® MSCI Emerging Markets ETF or That There Will Be Liquidity in Any Such Trading Market; Further, the iShares® MSCI Emerging Markets ETF is Subject to Management Risks, Securities Lending Risks and Custody Risks

The iShares® MSCI Emerging Markets ETF and the MSCI Emerging Markets Index are Different and the Performance of the iShares® MSCI Emerging Markets ETF May Not Correlate with the Performance of the MSCI Emerging Markets Index

Your Investment in the PLUS Will Be Subject to Foreign Currency Exchange Rate Risk

Additional Risks Related to the VanEck Gold Miners ETF

The Policies of the VanEck Gold Miners ETF’s Investment Advisor, Van Eck Associates Corporation, and the Publisher of its Underlying Index, ICE Data Indices, LLC, Could Affect the Amount Payable on Your PLUS and Their Market Value

There is No Assurance That an Active Trading Market Will Continue for the VanEck Gold Miners ETF or That There Will Be Liquidity in Any Such Trading Market; Further, the VanEck Gold Miners ETF Is Subject to Management Risks, Securities Lending Risks and Custody Risks

The VanEck Gold Miners ETF and the NYSE Arca Gold Miners Index are Different and the Performance of the VanEck Gold Miners ETF May Not Correlate With the Performance of the NYSE Arca Gold Miners Index

The VanEck Gold Miners ETF is Concentrated in Gold and Silver Mining Companies and Does Not Provide Diversified Exposure

Your Investment in the PLUS Will Be Subject to Foreign Currency Exchange Rate Risk

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

Additional Risks Related to the iShares® Silver Trust

The Policies of the Trustee of the iShares® Silver Trust, The Bank of New York Mellon, Could Affect the Amount Payable on Your PLUS and Their Market Value

There is No Assurance That an Active Trading Market Will Continue for the iShares® Silver Trust or That There Will Be Liquidity in Any Such Trading Market; Further, the iShares® Silver Trust Is Subject to Custody Risks

The iShares® Silver Trust is a Concentrated Investment in a Single Commodity and Does Not Provide Diversified Exposure

The Price of the iShares® Silver Trust is Linked to the Price of Silver, Which May Change Unpredictably and Affect the Value of the PLUS in Unforeseeable Ways

Investing in PLUS Linked to the iShares® Silver Trust is Not the Same as Investing Directly in Silver

An Investment in the PLUS is Subject to Risks Associated with the London Bullion Market

Termination of the iShares® Silver Trust Could Adversely Affect the Value of the PLUS

The Correlation Between the Performance of the iShares® Silver Trust and the Price of Silver May Be Imperfect

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

Ongoing Commodities-Related Regulatory Investigations And Private Litigation Could Affect Prices for Commodities, Which Could Adversely Affect Your PLUS

Additional Risks Related to the iShares® Biotechnology ETF

The Policies of the iShares® Biotechnology ETF’s Investment Advisor, BlackRock Fund Advisors, and the Publisher of its Underlying Index, ICE Data Indices, LLC, Could Affect the Payment at Maturity on Your PLUS and Their Market Value

There is No Assurance That an Active Trading Market Will Continue for the iShares® Biotechnology ETF or That There Will Be Liquidity in Any Such Trading Market; Further, the iShares® Biotechnology ETF is Subject to Management Risks, Securities Lending Risks and Custody Risks

The iShares® Biotechnology ETF and the ICE Biotechnology Index are Different and the Performance of the iShares® Biotechnology ETF May Not Correlate with the Performance of the ICE Biotechnology Index

The iShares® Biotechnology ETF Recently Changed Its Underlying Index and Has Limited Historical Information Tracking Its Underlying Index

Risks Related to Tax

The Tax Consequences of an Investment in Your PLUS Are Uncertain

Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your PLUS, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the PLUS 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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical closing levels of the basket components), the terms of the notes and certain risks.


 

 

The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 2,913:

Risks Related to Structure, Valuation and Secondary Market Sales

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

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

Risks Related to Conflicts of Interest

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 underlier supplement no. 27:

Risks Relating to Securities Linked to Underliers

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

Additional Risks Relating to Securities Linked to Underliers Denominated in Foreign Currencies or that Contain Foreign Stocks

Even Though Currencies Trade Around-The-Clock, Your Securities Will Not

Additional Risks Relating to Securities Linked to Underliers that are 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, an Exchange-Traded Fund to Which Your Securities Are Linked, There Is No Affiliation Between the Investment Advisor of such Exchange-Traded Fund 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


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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical closing levels of the basket components), the terms of the notes and certain risks.


 

 

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

For details about the license agreement between basket component publisher for the Russell 2000® Index and the basket component publisher for the EURO STOXX 50® Index and the issuer, see “The Underliers - Russell 2000® Index” and “The Underliers - the EURO STOXX 50® Index” on pages S-78 and S-34 of the accompanying underlier supplement no. 27, respectively.

TOPIX Value and TOPIX Marks are subject to the proprietary rights owned by the Tokyo Stock Exchange, Inc. and the Tokyo Stock Exchange, Inc. owns all rights and know-how relating to TOPIX such as calculation, publication and use of TOPIX Value and relating to TOPIX Marks. The Tokyo Stock Exchange, Inc. shall reserve the rights to change the methods of calculation or publication, to cease the calculation or publication of TOPIX Value or to change TOPIX Marks or cease the use thereof. The Tokyo Stock Exchange, Inc. makes no warranty or representation whatsoever, either as to the results stemmed from the use of TOPIX Value and TOPIX Marks or as to the figure at which TOPIX Value stands on any particular day. The Tokyo Stock Exchange, Inc. gives no assurance regarding accuracy or completeness of TOPIX Value and data contained therein. Further, the Tokyo Stock Exchange, Inc. shall not be liable for the miscalculation, incorrect publication, delayed or interrupted publication of TOPIX Value. No securities are in any way sponsored, endorsed or promoted by the Tokyo Stock Exchange, Inc. The Tokyo Stock Exchange, Inc. shall not bear any obligation to give an explanation of the securities or an advice on investments to any purchaser of the securities or to the public. The Tokyo Stock Exchange, Inc. neither selects specific stocks or groups thereof nor takes into account any needs of the issuing company or any purchaser of the PLUS, for calculation of TOPIX Value. Including but not limited to the foregoing, the Tokyo Stock Exchange, Inc. shall not be responsible for any damage resulting from the issue and sale of the PLUS.

 

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 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 PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical closing levels of the basket components), the terms of the notes and certain risks.