GS-J Goldman Sachs Group Inc

 

	Free Writing Prospectus pursuant to Rule 433 dated May 10, 2024 / Registration Statement No. 333-269296 STRUCTURED INVESTMENTS Opportunities in U.S. Equities
		GS Finance Corp.
Contingent Income Auto-Callable Securities Based on the Performance of the Worst-Performing of the Common Stock of Palo Alto Networks, Inc. and the Class A Common Stock of Snowflake Inc. due May 21, 2026 Principal At Risk Securities

 

The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. You should read the accompanying preliminary prospectus supplement dated May 10, 2024, which we refer to herein as the accompanying preliminary prospectus 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.
			Coupon determination dates	Coupon payment dates
			August 16, 2024	August 21, 2024
			November 18, 2024	November 21, 2024
			February 18, 2025	February 21, 2025
KEY TERMS			May 16, 2025	May 21, 2025
Issuer / Guarantor:	GS Finance Corp. / The Goldman Sachs Group, Inc.		August 18, 2025	August 21, 2025
Underlying stocks:	the common stock of Palo Alto Networks, Inc. (Bloomberg symbol, “PANW UW”) and the Class A common stock of Snowflake Inc. (Bloomberg symbol, “SNOW UN”)		November 17, 2025	November 20, 2025
			February 17, 2026	February 20, 2026
			May 18, 2026 (determination date)	May 21, 2026 (stated maturity date)
Pricing date:	expected to price on or about May 16, 2024
Original issue date:	expected to be May 21, 2024		Hypothetical Payment Amount At Maturity
Coupon determination dates:	as set forth under “Coupon determination dates” below		The Securities Have Not Been Automatically Called
Coupon payment dates:	as set forth under “Coupon payment dates” below		Hypothetical Final Share Price of the Worst Performing Underlying Stock (as Percentage of Initial Share Price)	Hypothetical Payment at Maturity (as Percentage of Principal Amount)
Determination date:	the last coupon determination date, expected to be May 18, 2026
Stated maturity date:	May 21, 2026
Automatic call feature:	if, as measured on any call observation date, the closing price of each underlying stock is greater than or equal to its initial share price, your securities will be automatically called and, in addition to the coupon then due, you will receive $1,000 for each $1,000 principal amount. No payments will be made after the call payment date.		175.000%	100.000%*
			150.000%	100.000%*
			125.000%	100.000%*
			110.000%	100.000%*
			100.000%	100.000%*
Call observation dates:	each coupon determination date specified in the table below commencing on August 16, 2024 and ending on February 17, 2026		95.000%	100.000%*
			65.000%	100.000%*
Call payment dates:	the coupon payment date immediately after the applicable call observation date		50.000%	100.000%*
			49.999%	49.999%
Payment at maturity:	• if the final share price of each underlying stock is greater than or equal to its downside threshold level, $1,000 plus the final coupon; or • if the final share price of any underlying stock is less than its downside threshold level, $1,000 × the worst performing share performance factor		45.000%	45.000%
			40.000%	40.000%
			25.000%	25.000%
			0.000%	0.000%
			*Does not include the final coupon
Initial share price:	with respect to each underlying stock, the closing price of such underlying stock on the pricing date
Final share price:	with respect to each underlying stock, the closing price of such underlying stock on the determination date
Downside threshold level:	with respect to each underlying stock, 50.00% of such underlying stock’s initial share price
Contingent quarterly coupon (set on the pricing date):	• if the closing price of each underlying stock on the applicable coupon determination date is greater than or equal to its downside threshold level, at least $42.50; or if the closing price of any underlying stock on the applicable coupon determination date is less than its downside threshold level, $0.00
Share performance factor:	with respect to each underlying stock, the final share price / the initial share price
Worst performing underlying stock:	the underlying stock with the lowest share performance factor
Worst performing share performance factor:	the share performance factor of the worst performing underlying stock
CUSIP / ISIN:	40058AHV9 / US40058AHV98
Estimated value range:	$920 to $980 (which is less than the original issue price; see the accompanying preliminary prospectus supplement)

 

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About Your Securities

The amount that you will be paid on your securities is based on the performance of the worst performing of the common stock of Palo Alto Networks, Inc. and the Class A common stock of Snowflake Inc. The securities will mature on the stated maturity date unless they are automatically called on any call observation date. If the final share price of each underlying stock is greater than or equal to its downside threshold level, you will receive your $1,000 principal amount of your securities plus a coupon payment of at least $42.50 (set on the pricing date). You will not participate in any appreciation of the underlying stocks. If the final share price of any underlying stock is less than its downside threshold level, you will not receive a coupon payment and you will lose a significant portion or all of your investment.

Your securities will be automatically called if the closing price of each underlying stock on any call observation date is greater than or equal to its initial share price, resulting in a payment on the corresponding call payment date equal to the principal amount of your securities plus the contingent quarterly coupon (defined below) then due.

The securities will not pay a fixed coupon and may pay no coupon on a coupon payment date. On each coupon determination date, subject to the automatic call feature, if the closing price of each underlying stock is greater than or equal to its downside threshold level, you will receive on the corresponding coupon payment date a contingent quarterly coupon payment of at least $42.50 for each $1,000 principal amount of your securities. If the closing price of any underlying stock on any coupon determination date is less than its downside threshold level, you will not receive a coupon payment on the applicable coupon payment date.

The securities are for investors who seek to earn a coupon at an above current market rate in exchange for the risk of receiving few or no contingent quarterly coupons and the risk of losing a significant portion or all of the principal of their securities based on the performance of the worst performing underlying stock.

GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement and preliminary prospectus 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 and preliminary prospectus 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 and preliminary prospectus supplement if you so request by calling (212) 357-4612.

The securities 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:

 

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RISK FACTORS

An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary prospectus supplement, 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 prospectus supplement, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your securities are a riskier investment than ordinary debt securities. Also, your securities are not equivalent to investing directly in the underlying stocks. You should carefully consider whether the offered securities are appropriate given your particular circumstances.

The following risk factors are discussed in greater detail in the accompanying preliminary prospectus supplement:

Risks Related to Structure, Valuation and Secondary Market Sales

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Risks Related to Conflicts of Interest

Additional Risks Related to the Class A Common Stock of Snowflake Inc.

Risks Related to Tax

The following risk factors are discussed in greater detail in the accompanying prospectus supplement:

The following risk factors are discussed in greater detail in the accompanying prospectus:

Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements

 

TAX CONSIDERATIONS

You should review carefully the discussion in the accompanying preliminary prospectus 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 securities, and you should consult your tax advisor.

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