Free Writing Prospectus pursuant to Rule 433 dated November 29, 2021 / Registration Statement No. 333-253421

   STRUCTURED INVESTMENTS

Opportunities in International Equities

 

 

GS Finance Corp

Contingent Income Auto-Callable Securities Based on the Performance of the Worst-Performing of an American Depositary Share of Alibaba Group Holding Limited, an American Depositary Share of Baidu, Inc. and an American Depositary Share of JD.com, Inc. due December 7, 2023

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 November 29, 2021, 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.

KEY TERMS

Issuer / Guarantor:

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

Underlying stocks:

an American depositary share (“ADS”) of Alibaba Group Holding Limited (Bloomberg symbol, “BABA UN”), representing eight ordinary shares of Alibaba Group Holding Limited, an ADS of Baidu, Inc. (Bloomberg symbol, “BIDU UW”), representing eight class A ordinary shares of Baidu, Inc. and an ADS of JD.com, Inc. (Bloomberg symbol, “JD UW”), representing two Class A ordinary shares of JD.com, Inc.

Pricing date:

expected to price on or about December 3, 2021

Original issue date:

expected to be December 8, 2021

Coupon determination dates:

as set forth under “Coupon determination dates” below

Coupon payment dates:

as set forth under “Coupon payment dates” below

Determination date:

the last coupon determination date, expected to be December 4, 2023

Stated maturity date:

expected to be December 7, 2023

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 $10 for each $10 principal amount. No payments will be made after the call payment date.

Call observation dates:

each coupon determination date specified in the table below commencing on June 3, 2022 and ending on September 5, 2023

Call payment dates:

the coupon payment date immediately after the applicable call observation date

Payment at maturity:

if the final share price of each underlying stock is greater than or equal to its downside threshold level, $10 plus the final coupon; or

if the final share price of any underlying stock is less than its downside threshold level, $10 × the worst performing share performance factor

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, 70.00% 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 $0.5875; 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:

36261Y251 / US36261Y2515

Estimated value range:

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

 

 

 

Coupon determination dates

Coupon payment dates

March 3, 2022

March 8, 2022

June 3, 2022

June 8, 2022

September 6, 2022

September 9, 2022

December 5, 2022

December 8, 2022

March 3, 2023

March 8, 2023

June 5, 2023

June 8, 2023

September 5, 2023

September 8, 2023

December 4, 2023 (determination date)

December 7, 2023 (stated maturity date)

 

 

Hypothetical Payment Amount At Maturity

The Securities Have Not Been Automatically Called

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)

175.000%

100.000%*

150.000%

100.000%*

125.000%

100.000%*

110.000%

100.000%*

100.000%

100.000%*

95.000%

100.000%*

85.000%

100.000%*

70.000%

100.000%*

69.999%

69.999%

50.000%

50.000%

40.000%

40.000%

25.000%

25.000%

0.000%

0.000%

*Does not include the final coupon

 

 

 

 

 

 

 

 

 

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 prospectus supplement and related documents for a more detailed description of the underlying stocks (including historical prices of the underlying stocks), the terms of the securities and certain risks.


 

 

 

About Your Securities

The amount that you will be paid on your securities is based on the performance of the worst performing of an American Depositary Share of Alibaba Group Holding Limited, an American Depositary Share of Baidu, Inc. and an American Depositary Share of JD.com, 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 $10 principal amount of your securities plus a coupon payment of at least $0.5875 (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 $0.5875 for each $10 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:

 

 

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 prospectus supplement and related documents for a more detailed description of the underlying stocks (including historical prices of the underlying stocks), the terms of the securities and certain risks.


 

 

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

You May Lose Your Entire Investment in the Securities

The Return on Your Securities May Change Significantly Despite Only a Small Incremental Change in the Price of the Worst Performing Underlying Stock

You May Not Receive a Contingent Quarterly Coupon on Any Coupon Payment Date

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

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 Issue Price Of Your Securities

You Will Not Participate in Any Appreciation in the Price of Any Underlying Stock and The Potential for the Value of Your Securities to Increase Will Be Limited

Your Securities Are Subject to Automatic Redemption

The Contingent Quarterly Coupon Does Not Reflect the Actual Performance of the Worst Performing Underlying Stock from Coupon Determination Date to Coupon Determination Date and Is Based Solely on the Closing Price of the Worst Performing Underlying Stock on the Applicable Coupon Determination Date

The Payment of the Contingent Coupon, If Any, and the Payment at Maturity Will Be Based Solely on the Worst Performing Underlying Stock

The Market Value of Your Securities May Be Influenced By Many Unpredictable Factors

If the Market Prices of the Underlying Stocks Change, the Market Value of Your Security May Not Change in the Same Manner

We Will Not Hold Shares of the Underlying Stocks for Your Benefit

You Have No Shareholder Rights or Any Rights to Receive Any Underlying Stock

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

In Some Circumstances, the Payment You Receive on the Securities May Be Based on the Securities of Another Company and Not the Issuer of an Underlying Stock

Past Performance of the Underlying Stocks is No Guide to Future Performance of the Underlying Stocks

As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations that Could Affect the Market Value of Your Securities, When Your Securities Mature and the Amount You Receive at Maturity

There is No Affiliation Between the Underlying Stock Issuers and Us

We Expect Your Securities Will Not Have an Active Trading Market

You Have Limited Anti-Dilution Protection

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

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 prospectus supplement and related documents for a more detailed description of the underlying stocks (including historical prices of the underlying stocks), the terms of the securities and certain risks.


 

The Calculation Agent Can Postpone Any Coupon Determination Date or the Determination Date, as the Case May Be, If a Market Disruption Event or a Non-Trading Day Occurs or is Continuing

Risks Related to Conflicts of Interest

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

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

Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Securities

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 Securities

Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Issuers of the Underlying Stocks or Other Entities That Are Involved in the Transaction

The Offering of the Securities May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties

Other Investors May Not Have the Same Interests as You

Additional Risks Related to the Underlying Stocks

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

Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Negatively Affect Your Investment in the Securities

The Offered Securities are Subject to Foreign Currency Exchange Rate Risk

There are Important Differences Between the Rights of Holders of ADSs and the Rights of Holders of the Securities Represented By the ADSs

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

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 holders

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 prospectus supplement and related documents for a more detailed description of the underlying stocks (including historical prices of the underlying stocks), the terms of the securities and certain risks.


 

 

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.

 

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 prospectus supplement and related documents for a more detailed description of the underlying stocks (including historical prices of the underlying stocks), the terms of the securities and certain risks.

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