Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses

Free Writing Prospectus pursuant to Rule 433 dated January 14, 2025

Registration Statement No. 333-269296

	Callable Contingent Coupon ETF-Linked Notes due

 

OVERVIEW

The notes do not pay a fixed coupon and may pay no coupon on a payment date. The amount that you will be paid on your notes is based on the performance of the VanEck Gold Miners ETF. The notes will mature on January 21, 2028, unless we redeem them.

The return on your notes is linked to the performance of the underlier, and not to that of the index on which the underlier is based.

We may redeem your notes at 100% of their face amount plus any coupon then due on any quarterly payment date, commencing with the payment date in July 2025 and ending with the payment date in October 2027.

If we do not redeem your notes, on each observation date, if the closing level of the underlier is greater than or equal to 70% of the initial level, you will receive on the applicable payment date a coupon of $31.125 (3.1125% quarterly, or the potential for up to 12.45% per annum) for each $1,000 face amount of your notes. If the closing level of the underlier on an observation date is less than 70% of the initial level, you will not receive a coupon on the applicable payment date.

If we do not redeem your notes, the amount that you will be paid on your notes at maturity, in addition to the final coupon, if any, is based on the performance of the underlier. The underlier return is the percentage increase or decrease in the final level on the determination date from the initial level.

You should read the accompanying preliminary pricing supplement dated January 14, 2025, 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:	40058GHH7 / US40058GHH74
Company (Issuer):	GS Finance Corp.
Guarantor:	The Goldman Sachs Group, Inc.
Underlier:	the VanEck Gold Miners ETF (current Bloomberg symbol: “GDX UP Equity”)
Underlying Index:	with respect to the underlier, the index tracked by such underlier
Trade date:	expected to be January 16, 2025
Settlement date:	expected to be January 22, 2025
Determination date:	the last coupon observation date, expected to be January 18, 2028
Stated maturity date:	expected to be January 21, 2028
Coupon observation dates:	expected to be each date specified as such in the table under “— Coupon payment dates” below
Coupon payment dates:	expected to be each date specified as such in the table below
Payment amount at maturity (for each $1,000 face amount of your notes):	• if the underlier return is greater than or equal to -30% (the final underlier level is greater than or equal to 70% of the initial underlier level), $1,000 plus the final coupon of $31.125; or • if the underlier return is less than -30% (the final underlier level is less than 70% of the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) the underlier return times (b) $1,000

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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Company’s redemption right:	the company may redeem this note, at its option, in whole but not in part, on each coupon payment date commencing in July 2025 and ending in October 2027, for an amount in cash for each $1,000 of the outstanding face amount on the redemption date equal to 100% of such $1,000 face amount plus any coupon then due
Initial underlier level:	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:	the closing level of the underlier on the determination date

 

Underlier return:	the quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage
Coupon (for each $1,000 face amount of your notes):	• if the closing level of the underlier on the related coupon observation date is greater than or equal to the coupon trigger level, $31.125 (3.1125% quarterly, or the potential for up to 12.45% per annum); or • if the closing level of the underlier on the related coupon observation date is less than the coupon trigger level, $0
Coupon trigger level:	70% of the initial underlier level
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 underlier, the terms of the notes and certain risks.

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HYPOTHETICAL COUPON PAYMENTS

The examples below show the hypothetical performance of the 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 the underlier on the applicable coupon observation date was the percentage of the initial underlier level shown.

Scenario 1

Hypothetical Coupon Observation Date	Hypothetical Closing Level of the Underlier (as Percentage of Initial Underlier Level)	Hypothetical Coupon
First	40%	$0
Second	50%	$0
Third	55%	$0
Fourth	85%	$31.125
Fifth	50%	$0
Sixth	55%	$0
Seventh	95%	$31.125
Eighth	50%	$0
Ninth	60%	$0
Tenth	65%	$0
Eleventh	40%	$0
Twelfth	50%	$0
	Total Hypothetical Coupons	$62.25

In Scenario 1, the hypothetical closing level of the underlier increases and decreases by varying amounts on each hypothetical coupon observation date. Because the hypothetical closing level of the underlier on the fourth and seventh hypothetical coupon observation dates is greater than or equal to the coupon trigger level, the total of the hypothetical coupons in Scenario 1 is $62.25. Because the hypothetical closing level of the underlier on all other hypothetical coupon observation dates is less than the coupon trigger level, no further coupons will be paid, including at maturity.

Scenario 2

Hypothetical Coupon Observation Date	Hypothetical Closing Level of the Underlier (as Percentage of Initial Underlier Level)	Hypothetical Coupon
First	50%	$0
Second	55%	$0
Third	45%	$0
Fourth	50%	$0
Fifth	55%	$0
Sixth	50%	$0
Seventh	45%	$0
Eighth	40%	$0
Ninth	60%	$0
Tenth	65%	$0
Eleventh	40%	$0
Twelfth	50%	$0
	Total Hypothetical Coupons	$0

In Scenario 2, the hypothetical closing level of the underlier increases and decreases by varying amounts on each hypothetical coupon observation date. Because in each case the hypothetical closing level of the underlier on the related coupon observation date is less than the 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 Underlier (as Percentage of Initial Underlier Level)	Hypothetical Coupon
First	50%	$0
Second	110%	$31.125
	Total Hypothetical Coupons	$31.125

In Scenario 3, the hypothetical closing level of the underlier is less than the coupon trigger level on the first hypothetical coupon observation date, but increases to a level that is greater than the initial underlier level on the second hypothetical coupon observation date. Further, we also exercise our early redemption right with respect to a redemption on the second coupon payment date (which is also the first hypothetical date with respect to which we could exercise such right). Therefore, on the first coupon payment date (the redemption date), in addition to the hypothetical coupon of $31.125, 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 underlier, the terms of the notes and certain risks.

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HYPOTHETICAL PAYMENT AT MATURITY
The Notes Have Not Been Redeemed
Hypothetical Final Underlier Level (as a % of the Initial Underlier Level)	Hypothetical Payment Amount at Maturity (as a % of Face Amount)
175.000%	100.000%*
150.000%	100.000%*
125.000%	100.000%*
100.000%	100.000%*
90.000%	100.000%*
80.000%	100.000%*
70.000%	100.000%*
69.999%	69.999%
50.000%	50.000%
35.000%	35.000%
25.000%	25.000%
10.000%	10.000%
0.000%	0.000%

* Does not include the final coupon

BOUT Y

KEY TERMS

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 [phone].

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:

•

Preliminary pricing supplement dated January 14, 2025

•

General terms supplement no. 8,999 dated February 13, 2023

•

Prospectus supplement dated February 13, 2023

•

Prospectus dated February 13, 2023

 

 

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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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 Underlier ▪ You May Not Receive a Coupon on Any Coupon Payment Date ▪ We Are Able to Redeem Your Notes at Our Option ▪ The Coupon Does Not Reflect the Actual Performance of the Underlier from the Trade Date to Any Coupon Observation Date or from Coupon Observation Date to Coupon Observation Date ▪ 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 Underlier or Any Underlier Stocks ▪ You Have No Shareholder Rights or Rights to Receive Any Shares of the Underlier 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 Underlier ▪ The Policies of the Underlier’s Investment and the Sponsor of the Underlier’s Underlying Index 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 Underlier or That There Will Be Liquidity in Any Such Trading Market; Further, the Underlier Is Subject to Management Risks, Securities Lending Risks and Custody Risks ▪ The Underlier and its Underlying Index Are Different and the Performance of the Underlier May Not Correlate With the Performance of Its Underlying Index ▪ The Underlier Is Concentrated in Gold and Silver Mining Companies and Does Not Provide Diversified Exposure ▪ The Underlier May Be Disproportionately Affected By the Performance of a Small Number of Stocks ▪ 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   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 underlier, 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

 

▪ 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 holder

 

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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