GS-K Goldman Sachs Group Inc

Free Writing Prospectus pursuant to Rule 433 dated March 11, 2024 / Registration Statement No. 333-269296

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

	GS Finance Corp.

 

Contingent Income Callable Securities Based on the Value of the S&P 500® Index due March 30, 2034

 

The Contingent Income Callable Securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. You should read the accompanying preliminary pricing supplement dated March 8, 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.				December 28, 2026	January 4, 2027
				March 25, 2027	March 31, 2027
				June 25, 2027	June 30, 2027
				September 27, 2027	September 30, 2027
				December 27, 2027	December 30, 2027
				March 27, 2028	March 30, 2028
KEY TERMS				June 26, 2028	June 29, 2028
Issuer / Guarantor:	GS Finance Corp. / The Goldman Sachs Group, Inc.			September 25, 2028	September 28, 2028
Underlying index:	S&P 500® Index (Bloomberg Symbol “SPX Index”)			December 26, 2028	January 2, 2029
Pricing date:	expected to price on or about March 25, 2024			March 26, 2029	March 29, 2029
Original issue date:	expected to be March 28, 2024			June 25, 2029	June 28, 2029
Coupon observation dates:	as set forth under “Coupon observation dates” below			September 25, 2029	September 28, 2029
Coupon payment dates:	as set forth under “Coupon payment dates” below			December 26, 2029	January 2, 2030
Valuation date:	the last coupon observation date, expected to be March 27, 2034			March 25, 2030	March 28, 2030
Stated maturity date:	expected to be March 30, 2034			June 25, 2030	June 28, 2030
Early redemption right:	we have the right to redeem your securities at our discretion, in whole but not in part, at a price equal to 100% of the principal amount plus any coupon then due, on each coupon payment date commencing with the coupon payment date expected to occur on September 30, 2024 and ending with the coupon payment date expected to occur on January 3, 2034. If we elect to exercise our redemption right, we will deliver a notice of redemption on or prior to the coupon observation date immediately preceding the applicable coupon payment date (as such coupon observation date may be postponed as provided herein). No payments will be made after the securities have been redeemed.			September 25, 2030	September 30, 2030
				December 26, 2030	January 2, 2031
				March 25, 2031	March 28, 2031
				June 25, 2031	June 30, 2031
				September 25, 2031	September 30, 2031
				December 26, 2031	January 2, 2032
				March 25, 2032	March 31, 2032
				June 25, 2032	June 30, 2032
				September 27, 2032	September 30, 2032
				December 27, 2032	December 30, 2032
Payment at maturity:	if the final index value is greater than or equal to the downside threshold level, $1,000 plus the final coupon; or if the final index value is less than the downside threshold level, $1,000 × the index performance factor This amount will be less than the stated principal amount of $1,000, will represent a loss of more than 25.00% and could be zero.			March 25, 2033	March 30, 2033
				June 27, 2033	June 30, 2033
				September 26, 2033	September 29, 2033
				December 27, 2033	January 3, 2034
				March 27, 2034 (valuation date)	March 30, 2034 (stated maturity date)
				Hypothetical Payment Amount At Maturity
Initial index value:	the index closing value on the pricing date			The Securities Have Not Been Redeemed
Final index value:	the index closing value on the valuation date			Hypothetical Final Index Value	Hypothetical Final Index Value
Downside threshold level:	75.00% of the initial index value			(as Percentage of Initial Index Value)	(as Percentage of Initial Index Value)
Contingent quarterly coupon (set on the pricing date):	• if the index closing value on the applicable coupon observation date is greater than or equal to the downside threshold level, at least $18.75 per security; or • if the index closing value on the applicable coupon observation date is less than the downside threshold level, $0.00			150.000%	100.000%*
				125.000%	100.000%*
				110.000%	100.000%*
				105.000%	100.000%*
				100.000%	100.000%*
				95.000%	100.000%*
Index performance factor:	the final index value / the initial index value			90.000%	100.000%*
CUSIP / ISIN:	40057YPM9 / US40057YPM92			85.000%	100.000%*
Estimated value range:	$900 to $960 (which is less than the original issue price; see the accompanying preliminary pricing supplement)			75.000%	100.000%*
				74.999%	74.999%
				30.000%	30.000%
Coupon observation dates		Coupon payment dates		25.000%	25.000%
June 25, 2024		June 28, 2024		0.000%	0.000%
September 25, 2024		September 30, 2024		*Does not include the final coupon
December 26, 2024		January 2, 2025
March 25, 2025		March 28, 2025
June 25, 2025		June 30, 2025
September 25, 2025		September 30, 2025
December 26, 2025		January 2, 2026
March 25, 2026		March 30, 2026
June 25, 2026		June 30, 2026
September 25, 2026		September 30, 2026

 

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About Your Securities

The amount that you will be paid on your securities is based on the performance of the S&P 500® Index.

We may redeem your securities at our discretion at 100% of their principal amount plus any coupon then due on any coupon payment date on or after September 30, 2024 up to the coupon payment date on January 3, 2034.

Unless previously redeemed, on each coupon observation date (i) if the index closing value is less than the downside threshold level, you will not receive a payment on the applicable coupon payment date and (ii) if the index closing value is greater than or equal to the downside threshold level, you will receive on the applicable coupon payment date a payment of at least $18.75 (set on the pricing date) for each $1,000 principal amount of your securities.

At maturity, if not previously redeemed, (i) if the final index value on the valuation date is greater than or equal to the downside threshold level you will receive the principal amount of your securities plus the coupon then due and (ii) if the final index is less than the downside threshold level, you will not receive a coupon payment and the payment at maturity will be based on the index performance factor (the quotient of the final index value divided by the initial index value). Investors will not participate in any appreciation of the underlying index.

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 quarterly coupons and losing a significant portion of the principal amount of their securities.

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. 38, 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. 38, 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. 38, general terms supplement no. 8,999 and preliminary pricing 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 pricing supplement, accompanying general terms supplement no. 8,999, accompanying underlier supplement no. 38, 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 pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 8,999, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 38, 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 index stocks, i.e., the stocks comprising the underlying index to which your securities are linked. 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 pricing supplement:

Risks Related to Structure, Valuation and Secondary Market Sales

Risks Related to the Conflicts of Interest

Additional Risks Related to the Underlying Index

 

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Risks Related to Tax

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

Risks Related to Conflicts of Interest

Risks Related to Tax

The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 38:

Risks Relating to Securities Linked to Underliers

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

 

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

 

For details about the license agreement between the underlying index sponsor and the issuer, see “The Underliers – S&P 500® Index” on page S-116 of the accompanying underlier supplement no. 38.

 

TAX CONSIDERATIONS

You should review carefully the discussion in the accompanying preliminary pricing 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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