Free Writing Prospectus pursuant to Rule 433 dated July 26, 2024

Registration Statement No. 333-269296

 

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Market Linked Securities — Leveraged Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Equal Weight Index and the S&P MidCap 400® Index due August 5, 2032

 

 

Summary of Terms

 

 

Company (Issuer) and Guarantor:

GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)

 

Hypothetical Payout Profile*

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* assumes an upside participation rate of 134.91%.

If the ending level of the lowest performing underlier is less than its threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the lowest performing underlier and will lose more than 25%, and possibly all, of the face amount of your securities at maturity.

You should read the accompanying preliminary pricing supplement dated July 26, 2024, 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.

The securities 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:

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The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $885 and $915 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.

Market measures (each referred to as an “underlier,” and collectively as the “underliers”):

the S&P 500® Equal Weight Index and the S&P MidCap 400® Index

 

Pricing date:

expected to be July 31, 2024

 

Issue date:

expected to be August 5, 2024

 

Calculation day:

expected to be August 2, 2032

 

Stated maturity date:

expected to be August 5, 2032

 

Starting level:

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

 

Ending level:

with respect to an underlier, the closing level of such underlier on the calculation day

 

Lowest performing underlier:

the underlier with the lowest underlier return

 

Underlier return:

ending level – starting level

                starting level

 

Upside participation rate:

at least 134.91%

 

Threshold level:

with respect to an underlier, 75% of its starting level

 

Threshold amount:

25%

 

Payment amount at maturity (for each $1,000 face amount of your securities):
•
if the ending level of the lowest performing underlier is greater than its starting level:

$1,000+($1,000 × underlier return of the lowest performing underlier × upside participation rate)

•
if the ending level of the lowest performing underlier is less than or equal to its starting level, but greater than or equal to its threshold level: $1,000; or
•
if the ending level of the lowest performing underlier is less than its threshold level:

$1,000 + ($1,000 × underlier return of the lowest performing underlier)

 

Underwriting discount:

up to 2.17% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.17% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 1.50% of the aggregate face amount of the securities. In addition to the

selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.12% for each $1,000 face amount of a security WFA sells.

 

CUSIP:

40058EF92

 

Tax consequences:

See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement

 

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.10% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

 

 

The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the 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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underliers, the terms of the securities and certain risks.

 

 

 

About Your Securities

GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, WFS product supplement no. 3, underlier supplement no. 40 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, WFS product supplement no. 3, underlier supplement no. 40 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, WFS product supplement no. 3, underlier supplement no. 40 and preliminary pricing supplement if you so request by calling (212) 357-4612.

Risk Factors

An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 3, accompanying underlier supplement no. 40, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 3, accompanying underlier supplement no. 40, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Selected Risk Considerations” in the accompanying preliminary pricing supplement, “ Risk Factors” in the accompanying WFS product supplement no. 3, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 40, 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 Securities At the Time the Terms of Your Securities Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Offering Price Of Your Securities
▪
The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
▪
The Amount Payable on Your Securities Is Not Linked to the Closing Level of the Underliers at Any Time Other Than the Calculation Day
▪
You May Lose Your Entire Investment in the Securities
▪
The Return on Your Securities May Change Significantly Despite Only a Small Change in the Level of the Lowest Performing Underlier
▪
Because the Securities Are Linked to the Performance of the Lowest Performing Underlier, You Have a Greater Risk of Sustaining a Significant Loss on Your Investment Than If the Securities Were Linked to Just One Underlier
▪
A Lower Threshold Level May Reflect Greater Expected Volatility of the Underliers, and Greater Expected Volatility Generally Indicates An Increased Risk of Declines in the Levels of the Underliers and, Potentially, a Significant Loss at Maturity
▪
The Maturity Payment Amount Will Be Based Solely on the Lowest Performing Underlier

 
▪
Your Securities Do Not Bear Interest
▪
The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors
▪
You Have No Shareholder Rights or Rights to Receive Any Underlier Stock

Additional Risks Related to the S&P 500® Equal Weight Index

▪
Except to the Extent The Goldman Sachs Group, Inc. and Wells Fargo & Company (the parent company of WFS ) Are Companies Whose Common Stock Comprises the S&P 500® Equal Weight Index, There Is No Affiliation Between the S&P 500® Equal Weight Index Stock Issuers or the S&P 500® Equal Weight Index Sponsor and Us or WFS

Additional Risks Related to the S&P MidCap 400® Index

▪
There are Mid-Capitalization Risks Associated with the S&P MidCap 400® Index

Risks Related to Tax

▪
Certain Considerations for Insurance Companies and Employee Benefit Plans
▪
The Tax Consequences of an Investment in Your Securities Are Uncertain
▪
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Securities, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Securities to Provide Information to Tax Authorities

 

For details about the license agreement between the underlier sponsor and the issuer, see “The Underliers - S&P MidCap 400® Index” on page S-132 of the accompanying underlier supplement no. 40.

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.

 

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

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