Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
December 20 2024 - 10:39AM
Edgar (US Regulatory)
Free Writing Prospectus pursuant to Rule 433 dated December 20, 2024
Registration Statement No. 333-269296
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Autocallable Nasdaq-100 Index®-Linked Notes due |
OVERVIEW |
The notes do not bear interest. The notes will mature on the stated maturity date unless they are automatically called on any call observation date. Your notes will be automatically called on a call observation date if the closing level of the Nasdaq-100 Index® on such date is greater than or equal to the applicable call level, resulting in a payment on the corresponding call payment date for each $1,000 face amount of your notes equal to (i) $1,000 plus (ii) the product of $1,000 times the applicable call premium amount.
If your notes are not automatically called, the amount that you will be paid on your notes on the stated maturity date will be based on the performance of the underlier 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 the initial underlier level, the return on your notes will be positive and you will receive the greater of (i) the threshold settlement amount and (ii) the sum of (a) $1,000 face amount plus the product of (a) $1,000 times (b) 2 times (c) the underlier return.
If the final underlier level declines by up to 20% from the initial underlier level, you will receive the face amount of your notes. If the final underlier level declines by more than 20% from the initial underlier level, the return on your notes will be negative. You could lose your entire investment in the notes.
You should read the accompanying preliminary pricing supplement dated December 20, 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.
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KEY TERMS |
CUSIP/ISIN: |
40058G6T3 / US40058G6T33 |
Company (Issuer): |
GS Finance Corp. |
Guarantor: |
The Goldman Sachs Group, Inc. |
Underlier: |
the Nasdaq-100 Index® (current Bloomberg symbol: “NDX Index”) |
Trade date: |
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Settlement date: |
expected to be the fifth scheduled business day following the trade date |
Determination date: |
expected to be approximately 36 months following the trade date |
Stated maturity date: |
expected to be the second scheduled business day following the determination date |
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Hypothetical Payment on a Call Payment Date* |
If your notes are automatically called on the first call observation date (i.e., on the first call observation date the closing level of the underlier is greater than or equal to 90% of the initial underlier level), the amount in cash that we would deliver for each $1,000 face amount of your notes on the applicable call payment date would be the sum of $1,000 plus the product of the applicable call premium amount times $1,000. If, for example, the closing level of the underlier on the first call observation date were determined to be 120% of the initial underlier level, your notes would be automatically called and the amount in cash that we would deliver on your notes on the corresponding call payment date would be 107.52% of the face amount of your notes or $1,075.2 for each $1,000 of the face amount of your notes. * assumes a call premium amount for such call payment date set at the bottom of the call premium amount range |
Hypothetical Payment Amount At Maturity* |
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The Notes Have Not Been Automatically Called |
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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) |
175.000% |
250.000% |
150.000% |
200.000% |
125.000% |
150.000% |
120.000% |
140.000% |
111.280% |
122.560% |
110.000% |
122.560% |
105.000% |
122.560% |
100.000% |
122.560% |
90.000% |
100.000% |
85.000% |
100.000% |
80.000% |
100.000% |
79.999% |
79.999% |
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50.000% |
50.000% |
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25.000% |
25.000% |
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0.000% |
0.000% |
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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.
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Payment amount at maturity (for each $1,000 face amount of your notes): |
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●if the underlier return is positive or zero (the final underlier level is greater than or equal to the initial underlier level), the greater of (i) the threshold settlement amount and (ii) the sum of (a) $1,000 plus (b) the product of (1) $1,000 times (2) 2 times (3) the underlier return; ●if the underlier return is negative but not below -20% (the final underlier level is less than the initial underlier level, but not by more than 20%), $1,000; or ●if the underlier return is negative and is below -20% (the final underlier level is less than the initial underlier level by more than 20%), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the underlier return. |
Company’s redemption right (automatic call feature): |
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if a redemption event occurs, then the outstanding face amount will be automatically redeemed in whole and the company will pay an amount in cash on the following call payment date, for each $1,000 of the outstanding face amount, equal to the sum of (i) $1,000 plus (ii) the product of $1,000 times the applicable call premium amount |
Redemption event: |
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a redemption event will occur if, as measured on any call observation date, the closing level of the underlier is greater than or equal to the applicable call level |
Initial underlier level: |
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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: |
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the closing level of the underlier on the determination date |
Threshold settlement amount: |
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expected to be between $1,225.6 and $1,264.9 |
Upside participation rate: |
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200% |
Underlier return: |
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the quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage |
Call Level: |
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with respect to any call observation date, the applicable call level specified in the table set forth under “Call observation dates below |
Call premium amount: |
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with respect to any call payment date, the applicable call premium amount specified in the table set forth under “Call observation dates below |
Call observation dates: |
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expected to be the dates specified as such in the table below |
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Call Observation Dates |
Call Payment Dates |
Call Level (Expressed as a Percentage of the Initial Underlier Level) |
Call Premium Amount* |
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, 2025 |
, 2025 |
90% |
7.52% - 8.83% |
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, 2026 |
, 2026 |
100% |
15.04% - 17.66% |
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* the applicable call premium amount will be set on the trade date |
Call payment dates: |
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expected to be the dates specified as such in the table set forth under “Call observation dates” above |
Estimated value range: |
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$935 and $965 (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.
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. 41, 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. 41, 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. 41, 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.
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. 41, 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 and “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 41, 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:
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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 You Will Receive on a Call Payment Date or on the Stated Maturity Date is Not Linked to the Closing Level of the Underlier at Any Time Other Than on the Applicable Call Observation Date or the Determination Date, as the Case May Be ▪You May Lose Your Entire Investment in the Notes ▪The Return on Your Notes May Change Significantly Despite Only a Small Change in the Underlier Level ▪The Amount You Will Receive on a Call Payment Date Will Be Capped ▪Your Notes Are Subject to Automatic Redemption ▪Your Notes Do Not Bear Interest ▪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 ▪The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors |
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▪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 Additional Risks Related to the Underlier ▪As Compared to Other Index Sponsors, Nasdaq, Inc. Retains Significant Control and Discretionary Decision-Making Over the Underlier, Which May Have an Adverse Effect on the Level of the Underlier and on Your Notes ▪An Investment in the Offered Notes 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 an Underlier with Underlier Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Notes 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:
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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 |
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▪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 |
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.
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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 |
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▪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. 41:
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Additional Risks Relating to Securities Linked to Underliers that are Equity Indices ▪If Your Securities Are Linked to an Equity Index, the Policies of the Applicable Underlier Sponsor and Changes that Affect Such Underlier, or the Constituent Indices or Underlier Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Securities and Their Market Value |
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▪If Your Securities Are Linked to an Equity Index, Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises the Applicable 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 Issuers of the Underlier Stocks, There Is No Affiliation Between the Issuers of the Underlier Stocks or Such Underlier Sponsor and Us |
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
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▪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 |
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▪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:
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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. |
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▪The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders |
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For details about the license agreement between the underlier sponsor and the issuer, see “The Underliers— Nasdaq-100 Index®” on page S-67 of the accompanying underlier supplement no. 41. |
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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.
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