Free Writing Prospectus pursuant to Rule 433 dated November 30, 2021

Registration Statement No. 333-253421

 

$2,891,000 Market Linked Securities — Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to a Basket due December 3, 2025

OVERVIEW

The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. The securities do not bear interest or repay a fixed amount of principal at maturity. The amount that you will be paid on your securities on the stated maturity date (December 3, 2025) is based on the performance of a weighted basket comprised of the Dow Jones Industrial Average® (50% weighting), the S&P MidCap 400® Index (30% weighting) and the Russell 2000® Index  (20% weighting) as measured from the pricing date (November 30, 2021) to and including the determination date (November 25, 2025). The initial basket level is 100 and the final basket level will equal the product of (i) 100 times (ii) the sum of (a) 1 plus (b) the sum of the products, as calculated for each basket underlier, of: (1) its basket underlier return multiplied by (2) its weighting percentage. The basket underlier return for each basket underlier is the percentage increase or decrease in its closing level on the determination date from its initial basket underlier level (34,483.72 with respect to the Dow Jones Industrial Average®, 2,708.65 with respect to the S&P MidCap 400® Index and 2,198.908 with respect to the Russell 2000® Index).

If the final basket level on the determination date is greater than the initial basket level, the return on your securities will be positive and will equal 110% times the basket return, subject to the maximum settlement amount of $1,320 for each $1,000 face amount of your securities. If the final basket level is greater than the initial basket level, you will not receive more than the maximum settlement amount, regardless of how much the final basket level increases as compared to the initial basket level.

If the final basket level declines by up to 10% from the initial basket level, you will receive the face amount of your securities. If the final basket level declines by more than 10% from the initial basket level, the return on your securities will be negative and will equal the basket return plus 10%. In this case, you will receive less than the face amount and have 1-to-1 downside exposure to the decline in the final basket level in excess of 10%. You could lose up to 90% of the face amount of your securities.

You should read the accompanying prospectus supplement no. 4,309 dated November 30, 2021, which we refer to herein as the accompanying 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

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Basket underliers (each individually, a basket underlier):

the Dow Jones Industrial Average® (current Bloomberg symbol: “INDU Index”), the S&P MidCap 400® Index  (current Bloomberg symbol: “MID Index”) and the Russell 2000® Index  (current Bloomberg symbol: “RTY Index”)

Pricing date:

November 30, 2021

Issue date:

December 3, 2021

Determination date:

November 25, 2025

Stated maturity date:

December 3, 2025

Initial basket level:

100

Final basket level:

the product of (i) 100 times (ii) the sum of (a) 1 plus (b) the sum of the products, as calculated for each basket underlier, of: (1) its basket underlier return multiplied by (2) its weighting percentage

Basket return:

the quotient of (i) the final basket level minus the initial basket level divided by (ii) the initial basket level, expressed as a percentage

Cap level:

approximately 129.091% of the initial basket level

Maximum settlement amount:

$1,320

Participation rate:

110%

Buffer level:

90% of the initial basket level

Buffer amount:

10%

Payment amount at maturity (for each $1,000 face amount of your securities)

●if the basket return is positive (the final basket level is greater than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 110% times (c) the basket return, subject to the maximum settlement amount;

●if the basket return is zero or negative but not below -10% (the final basket level is equal to the initial basket level or is less than the initial basket level, but not by more than 10%), $1,000; or

●if the basket return is negative and is below -10% (the final basket level is less than the initial basket level by more than 10%), the sum of (i) $1,000 plus (ii) the product of (a) the sum of the basket return plus 10% times (b) $1,000

Weighting percentage:

The weighting percentage of each basket underlier is shown in the table below:

 

Basket Underlier

Weighting Percentage

 

Dow Jones Industrial Average®

50%

 

S&P MidCap 400® Index  

30%

 

Russell 2000® Index  

20%

Initial basket underlier level:

34,483.72 with respect to the Dow Jones Industrial Average®, 2,708.65 with respect to the S&P MidCap 400® Index and 2,198.908 with respect to the Russell 2000® Index

Final basket underlier level:

with respect to a basket underlier, the closing level of such basket underlier on the determination date

Basket underlier return:

with respect to a basket underlier, the quotient of (i) its final basket underlier level minus its initial basket underlier level divided by (ii) the initial basket underlier level, expressed as a percentage

Underwriting discount:

3.88% of the face amount; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive underwriting discount of 3.88% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 2.25% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA will also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells. In addition to the 3.88%, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.15% of the aggregate face amount of the securities to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

CUSIP/ISIN:

40057JZ74 / US40057JZ745

The estimated value of your securities at the time the terms of your securities are set on the pricing date is equal to approximately $929 per $1,000 face amount. See the accompanying prospectus supplement for a further discussion of the estimated value of your securities.

The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the accompanying prospectus supplement. This document does not set forth all of the terms of your securities and therefore you should read the accompanying prospectus supplement and related documents for a more detailed description of the basket underliers, the terms of the securities and certain risks.

 

 

 

Hypothetical Payment Amount at Maturity

Hypothetical Final Basket Level
(as a % of the Initial Basket Level)

Hypothetical Payment Amount at Maturity
(as a % of Face Amount)

Hypothetical Payment Amount at Maturity ($)

175.000%

132.000%

$1,320.00

150.000%

132.000%

$1,320.00

140.000%

132.000%

$1,320.00

129.091%

132.000%

$1,320.00

120.000%

122.000%

$1,220.00

110.000%

111.000%

$1,110.00

105.000%

105.500%

$1,055.00

100.000%

100.000%

$1,000.00

95.000%

100.000%

$1,000.00

94.000%

100.000%

$1,000.00

92.000%

100.000%

$1,000.00

90.000%

100.000%

$1,000.00

89.000%

99.000%

$990.00

75.000%

85.000%

$850.00

50.000%

60.000%

$600.00

25.000%

35.000%

$350.00

0.000%

10.000%

$100.00


This document does not set forth all of the terms of your securities and therefore you should read the accompanying prospectus supplement and related documents for a more detailed description of the basket underliers, the terms of the securities and certain risks.

2

 

 

Determining Payment Amount at Maturity

Is the final underlier level greater than the initial underlier level? Yes On the stated maturity date we will pay you, for each $1,000 face amount of your securities, an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the participation rate times (c) the underlier return, subject to the maximum settlement amount No Is the final underlier greater than or equal to the buffer level? Yes On the stated maturity date we will pay you, for each $1,000 face amount of your securities, an amount in cash equal to $1,000 No On the stated maturity date we will pay you, for each $1,000 face amount of your securities, an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the sum of the underlier return plus the buffer amount

About Your 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. 25, product summary supplement and 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, underlier supplement no. 25, product summary supplement and 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, underlier supplement no. 25, product summary supplement and prospectus supplement if you so request by calling (212) 357-4612.

The securities 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 set forth all of the terms of your securities and therefore you should read the accompanying prospectus supplement and related documents for a more detailed description of the basket underliers, the terms of the securities and certain risks.

3

 

 

RISK FACTORS

An investment in the securities is subject to risks. Many of the risks are described in the accompanying prospectus supplement, accompanying underlier supplement no. 25, 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 Securities” in the accompanying prospectus supplement, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 25, 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 prospectus supplement:

Risks Related to Structure, Valuation and Secondary Market Sales

▪

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

▪

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

▪

The Amount Payable on Your Securities Is Not Linked to the Level of Each Basket Underlier at Any Time Other Than the Determination Date

▪

You May Lose a Substantial Portion of Your Investment in the Securities

▪

Your Securities Do Not Bear Interest

▪

The Potential for the Value of Your Securities to Increase Will Be Limited

▪

The Lower Performance of One Basket Underlier May Offset an Increase in the Other Basket Underliers

▪

Past Basket Underlier Performance is No Guide to Future Performance

▪

The Return on Your Securities Will Not Reflect Any Dividends Paid on the Basket Underlier Stocks

▪

You Have No Shareholder Rights or Rights to Receive Any Basket Underlier Stock

▪

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

▪

If the Levels of the Basket Underliers Change, the Market Value of Your Securities May Not Change in the Same Manner

▪

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

▪

Your Securities May Not Have an Active Trading Market

▪

The Calculation Agent Can Postpone the Determination Date 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 (including WFS) 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’ or Our Distributors’ Market-Making Activities Could Negatively Impact Investors in the Securities

▪

You Should Expect That Goldman Sachs’ or Our Distributors’ 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 and Our Distributors Regularly Provide Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Basket Underlier Sponsor or the Issuers of the Basket Underlier 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 in the Securities May Not Have the Same Interests as You

Additional Risks Related to the Basket Underliers

▪

Except to the Extent The Goldman Sachs Group, Inc. is a Company Whose Common Stock Comprises the Dow Jones Industrial Average®, There Is No Affiliation

This document does not set forth all of the terms of your securities and therefore you should read the accompanying prospectus supplement and related documents for a more detailed description of the basket underliers, the terms of the securities and certain risks.

4

 

Between the Basket Underlier Stock Issuers or the Basket Underlier Sponsors and Us