Free Writing Prospectus pursuant to Rule 433 dated March 17, 2023 / Registration Statement No. 333-269296

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

GS Finance Corp.

 

Trigger Jump Securities with Auto-Callable Feature Based on the Value of the Russell 2000® Index due April 5, 2029    

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 pricing supplement dated March 17, 2023, 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

Issuer / Guarantor:

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

Underlying index:

Russell 2000® Index (Bloomberg symbol, “RTY Index”)

Pricing date:

expected to price on or about March 31, 2023

Original issue date:

expected to be April 5, 2023

Call observation dates:

as set forth under “Call observation dates” below

Call payment dates:

as set forth under “Call payment dates” below

Valuation date:

expected to be April 2, 2029

Stated maturity date:

expected to be April 5, 2029

Automatic call feature:

if, as measured on any call observation date, the index closing value is greater than or equal to the initial index value, your securities will be automatically called and you will receive for each $10 principal amount an amount in cash equal to the sum of (i) $10 plus (ii) the product of $10 times the call premium amount applicable to the corresponding call observation date. No payments will be made after the call payment date.

Payment at maturity:

if the final index value is greater than or equal to the initial index value, (i) $10 plus (ii) the product of $10 times the maturity date premium amount; or

if the final index value is less than the initial index value but greater than or equal to the downside threshold level, $10; or

if the final index value is less than the downside threshold level, the product of $10 times the index performance factor

This amount will be less than the stated principal amount of $10, will represent a loss of more than 20.00% and could be zero.

Initial index value:

the index closing value on the pricing date

Final index value:

the index closing value on the valuation date

Downside threshold level:

80.00% of the initial index value

Call premium amount:

with respect to any call observation date, the applicable call premium amount set forth under “Call premium amount” below

Maturity date premium amount (set on the pricing date):

at least 56.10%

Index performance factor:

the final index value / the initial index value

CUSIP / ISIN:

36265J201 / US36265J2015

Estimated value range:

$8.70 to $9.30 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

 

 

 

 

Call observation dates

Call payment dates

Call premium amount

April 8, 2024

April 11, 2024

at least 9.35%

July 1, 2024

July 5, 2024

at least 11.6875%

September 30, 2024

October 3, 2024

at least 14.025%

December 31, 2024

January 6, 2025

at least 16.3625%

March 31, 2025

April 3, 2025

at least 18.7%

June 30, 2025

July 3, 2025

at least 21.0375%

September 30, 2025

October 3, 2025

at least 23.375%

December 31, 2025

January 6, 2026

at least 25.7125%

March 31, 2026

April 3, 2026

at least 28.05%

June 30, 2026

July 3, 2026

at least 30.3875%

September 30, 2026

October 5, 2026

at least 32.725%

December 31, 2026

January 6, 2027

at least 35.0625%

March 31, 2027

April 5, 2027

at least 37.4%

June 30, 2027

July 6, 2027

at least 39.7375%

September 30, 2027

October 5, 2027

at least 42.075%

December 31, 2027

January 5, 2028

at least 44.4125%

March 31, 2028

April 5, 2028

at least 46.75%

June 30, 2028

July 6, 2028

at least 49.0875%

October 2, 2028

October 5, 2028

at least 51.425%

January 2, 2029

January 5, 2029

at least 53.7625%

 

 

Hypothetical Payment Amount At Maturity*

The Securities Have Not Been Automatically Called

Hypothetical Final Index Value

(as Percentage of Initial Index Value)

Hypothetical Payment at Maturity

if the Securities Have Not Been Automatically Called on a Call Observation date (as Percentage of Stated Principal Amount)

200.000%

156.100%

150.000%

156.100%

125.000%

156.100%

110.000%

156.100%

105.000%

156.100%

100.000%

156.100%

95.000%

100.000%

90.000%

100.000%

80.000%

100.000%

79.999%

79.999%

60.000%

60.000%

50.000%

50.000%

30.000%

30.000%

25.000%

25.000%

0.000%

0.000%

*assumes a maturity date premium amount of 56.10%

 

 

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 pricing supplement and related documents for a more detailed description of the underlying index (including historical index closing values), 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 Russell 2000® Index. The securities may be automatically called on any call observation date.

Your securities will be automatically called if the index closing value on any call observation date is greater than or equal to its initial index value, resulting in a payment on the applicable call payment date equal to (i) the principal amount of your securities plus (ii) such principal amount times the call premium amount applicable to such call observation date. No payments will be made after the call payment date.

At maturity, if not previously called, (i) if the final index value is greater than or equal to its initial index value, the return on your securities will be positive and equal to at least 56.10% (set on the pricing date); or (ii) if the final index value on the valuation date is less than its initial index value but greater than or equal to the downside threshold level, you will receive the principal amount of your securities; or (iii) if the final index value is less than the downside threshold level, you will receive a payment at maturity based on the index performance factor. You will not participate in any appreciation of the index.

The securities are for investors who seek a return of between at least 9.35% and at least 56.10%, depending on if and when their securities are automatically called, in exchange for the risk of losing all or a significant portion of the principal amount of their securities if the securities remain outstanding to maturity.

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. 33, 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. 33, 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. 33, 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: