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Form 424B2 GOLDMAN SACHS GROUP INC

December 9, 2022 6:04 AM EST

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Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-253421

 

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted

 

 

 

 

 

Subject To Completion, dated December 8, 2022

Pricing Supplement No. [ ] dated [ ], 2022

(To WFS Product Supplement No. 2 dated November 30, 2022,

Underlier Supplement No. 29 dated October 26, 2022,

Prospectus Supplement dated March 22, 2021

and Prospectus dated March 22, 2021)

 

 

 

GS Finance Corp.

Medium-Term Notes, Series F

guaranteed by The Goldman Sachs Group, Inc.

Equity Index Linked Notes

 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

   Linked to the S&P 500® Index

   Unlike ordinary debt securities, the notes do not pay interest and are subject to potential automatic call upon the terms described below. Whether the notes are automatically called for a fixed call premium will depend on the closing level of the underlier on the relevant call date

   Automatic Call.  If the closing level of the underlier on any call date is greater than or equal to the starting level, the notes will be automatically called for the face amount plus the call premium applicable to that call date. The call premium applicable to each call date will be a percentage of the face amount that increases for each call date based on a simple (non-compounding) return of at least approximately 6.00% per annum (to be determined on the pricing date)

Call Date

Call Premium*

December 29, 2023

at least 6.00% of the face amount

December 30, 2024

at least 12.00% of the face amount

December 29, 2025

at least 18.00% of the face amount

December 29, 2026

at least 24.00% of the face amount

December 22, 2027 (the “final calculation day”)

at least 30.00% of the face amount

* The actual call premium applicable to each call date will be determined on the pricing date

   Maturity Payment Amount. If the notes are not automatically called, you will receive the face amount but you will not receive any positive return on your investment

   Any positive return on the notes will be limited to the applicable call premium, even if the closing level of the underlier on the applicable call date significantly exceeds the starting level. You will not participate in any appreciation of the underlier beyond the applicable fixed call premium  

   All payments on the notes are subject to credit risk, and you will have no ability to pursue any securities included in the underlier for payment; if GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor, default on their obligations, you could lose some or all of your investment

   No periodic interest payments or dividends

   No exchange listing; designed to be held to maturity

 

The estimated value of your notes at the time the terms of your notes are set on the pricing date is expected to be between $900 and $930 per $1,000 face amount. For a discussion of the estimated value and the price at which Goldman Sachs & Co. LLC (“GS&Co.”) would initially buy or sell your notes, if it makes a market in the notes, see page PS-8.

The notes have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-8.

 

 

 

 

 

 

Original Offering Price

 

Underwriting Discount(1)(2)

 

Proceeds to Issuer(1)

 

Per Note

$1,000.00

up to $31.50

$968.50

Total

 

 

 

(1) 

See “Supplemental Plan of Distribution; Conflicts of Interest” on page PS-20.

(2) 

In addition to the 3.15%, GS&Co. may pay to selected securities dealers a fee of up to 0.25% of the face amount in consideration for marketing and other services in connection with the distribution of the notes to other securities dealers.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Goldman Sachs & Co. LLC

 

Wells Fargo Securities

 


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

 

 

Terms of the Notes

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Market Measure:

S&P 500® Index (the “underlier”). The underlier is not a multiple exchange index for purposes of the accompanying product supplement.

Pricing Date*:

December 23, 2022.

Original Issue Date*:

December 29, 2022.

Original Offering Price:

$1,000 per note.

Face Amount:

$1,000 per note. References in this pricing supplement to a “note” are to a note with a face amount of $1,000.

Principal Amount:

Subject to redemption by the company as provided under “—Automatic Call” below, on the stated maturity date, the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to the maturity payment amount.

Automatic Call:

If the closing level of the underlier on any call date is greater than or equal to the starting level, the notes will be automatically called, and on the related call settlement date the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to $1,000 plus the call premium applicable to the relevant call date. The last call date is the final calculation day, and payment upon an automatic call on the final calculation day, if applicable, will be made on the stated maturity date.  

 

Any positive return on the notes will be limited to the applicable call premium, even if the closing level of the underlier on the applicable call date significantly exceeds the starting level. You will not participate in any appreciation of the underlier beyond the applicable call premium.

 

If the notes are automatically called, they will cease to be outstanding on the related call settlement date and you will have no further rights under the notes after such call settlement date.  You will not receive any notice from us if the notes are automatically called.

Call Dates* and Call Premiums:

The actual call premium and payment per note upon an automatic call will be determined on the pricing date and will be at least the applicable value specified in the table below.

Call Date

Call Premium

Payment per Note
upon an Automatic Call

December 29, 2023

at least 6% of the face amount

at least $1,060.00

December 30, 2024

at least 12% of the face amount

at least $1,120.00

December 29, 2025

at least 18% of the face amount

at least $1,180.00

December 29, 2026

at least 24% of the face amount

at least $1,240.00

December 22, 2027

at least 30% of the face amount

at least $1,300.00

We refer to December 22, 2027 as the “final calculation day.” The call dates are subject to postponement. See “—Market Disruption Events and Postponement Provisions” below.

Call Settlement Date:

Five business days after the applicable call date (as each such call date may be postponed pursuant to “—Market Disruption Events and Postponement Provisions” below, if applicable); provided that the call settlement date for the last call date is the stated maturity date.

Stated Maturity Date*:

December 29, 2027, subject to postponement. The notes are not subject to repayment at the option of any holder of the notes prior to the stated maturity date.

 

PS-2


Market Linked Notes—Auto-Callable with Principal Return at Maturity

 Notes Linked to the S&P 500® Index due December 29, 2027

 

 

 

 

Maturity Payment Amount:

If the notes are not automatically called, then on the stated maturity date, you will be entitled to receive a cash payment per note in U.S. dollars equal to the maturity payment amount. The “maturity payment amount” per note will equal $1,000.

If the notes are not automatically called, you will not receive any positive return on the notes.

Starting Level:

            , the closing level of the underlier on the pricing date.

Closing Level:

Closing level has the meaning set forth under “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Certain Definitions” in the accompanying product supplement.

Ending Level:

The “ending level” will be the closing level of the underlier on the final calculation day.

Market Disruption Events and Postponement Provisions:

Each call date is subject to postponement due to non-trading days and the occurrence of a market disruption event. In addition, a call settlement date and the stated maturity date will be postponed if a call date or the final calculation day, as applicable, is postponed and will be adjusted for non-business days.

For more information regarding adjustments to the call dates, the final calculation day, the call settlement dates and the stated maturity date, see  “General Terms of the Notes—Consequences of a Market Disruption Event; Postponement of a Calculation Day—Notes Linked to a Single Market Measure” and “—Payment Dates” in the accompanying product supplement. For purposes of the accompanying product supplement, each call date is a “calculation day” and each call settlement date is a “payment date.” In addition, for information regarding the circumstances that may result in a market disruption event, see “General Terms of the Notes—Certain Terms for Notes Linked to an Index—Market Disruption Events” in the accompanying product supplement.

Business Day:

Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City generally are authorized or obligated by law, regulation or executive order to close.

Calculation Agent:

Goldman Sachs & Co. LLC (“GS&Co.”)

Material Tax

Consequences:

For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the notes, see “Supplemental Discussion of U.S. Federal Income Tax Considerations.”

Denominations:

$1,000 and any integral multiple of $1,000.

Overdue Principal Rate:

The effective Federal Funds rate

Defeasance:

Not applicable

CUSIP:

40057P7B2

 

______________________

*

To the extent that we make any change to the expected pricing date or expected original issue date, the call dates, the final calculation day and stated maturity date may also be changed in our discretion to ensure that the term of the notes remains the same.

 

 

PS-3


Market Linked Notes—Auto-Callable with Principal Return at Maturity

 Notes Linked to the S&P 500® Index due December 29, 2027

 

Additional Information about the Issuer, the Guarantor and the Notes

 

You should read this pricing supplement together with WFS product supplement no. 2 dated November 30, 2022, the underlier supplement no. 29 dated October 26, 2022, the prospectus supplement dated March 22, 2021 and the prospectus dated March 22, 2021 for additional information about the notes. Information included in this pricing supplement supersedes information in the product supplement, underlier supplement, prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the product supplement, prospectus supplement or prospectus.

When we refer to “we,” “us” or “our” in this pricing supplement, we refer only to GS Finance Corp. and not to any of its subsidiaries or affiliates, references to “The Goldman Sachs Group, Inc.”, our parent company, mean only The Goldman Sachs Group, Inc. and do not include its subsidiaries or affiliates and references to “Goldman Sachs” mean The Goldman Sachs Group, Inc. together with its consolidated subsidiaries and affiliates, including us.

You may access the product supplement, underlier supplement, prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

•    WFS Product Supplement No. 2 dated November 30, 2022:

https://www.sec.gov/Archives/edgar/data/886982/000156459022038684/gs-424b2.htm

•    Underlier Supplement No. 29 dated October 26, 2022:

https://www.sec.gov/Archives/edgar/data/886982/000156459022035247/gs-424b2.htm

•    Prospectus Supplement dated March 22, 2021:

https://www.sec.gov/Archives/edgar/data/0000886982/000119312521089838/d148665d424b3.htm

•    Prospectus dated March 22, 2021:

https://www.sec.gov/Archives/edgar/data/886982/000119312521089786/d14236d424b3.htm

Please note that, for purposes of this pricing supplement, references in the accompanying underlier supplement to “trade date” shall be deemed to refer to “pricing date”.

The notes will be issued under the senior debt indenture, dated as of October 10, 2008, as supplemented by the First Supplemental Indenture, dated as of February 20, 2015, each among us, as issuer, The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. This indenture, as so supplemented and as further supplemented thereafter, is referred to as the “GSFC 2008 indenture” in the accompanying prospectus supplement.

The notes will be issued in book-entry form and represented by master note no. 3, dated March 22, 2021. References herein to
calculation day or “final calculation day” shall be deemed to refer to “determination date” in such master note no. 3, dated
March 22, 2021.


PS-4


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

GS Finance Corp. may use this prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use this prospectus in a market-making transaction in a note after its initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.

Wells Fargo Advisors (“WFA”) is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.

Estimated Value of the Notes

 

The estimated value of your notes at the time the terms of your notes are set on the pricing date (as determined by reference to pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and taking into account our credit spreads) is expected to be between $900 and $930 per $1,000 face amount, which is less than the original offering price. The value of your notes at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately the estimated value of your notes at the time of pricing, plus an additional amount (initially equal to $     per $1,000 face amount).

Prior to        , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market, which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your notes (as determined by reference to GS&Co.’s pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through         ). On and after        , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately the then-current estimated value of your notes determined by reference to such pricing models.

PS-5


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

Investor Considerations

The notes are not appropriate for all investors. The notes may be an appropriate investment for investors who:

believe that the closing level of the underlier will be greater than or equal to the starting level on one of the call dates;

seek the potential for a fixed return if the underlier has appreciated at all as of any of the call dates in lieu of full participation in any potential appreciation of the underlier;

are willing to accept the risk that, if the closing level of the underlier is less than the starting level on each call date, they will not receive any positive return on their investment in the notes;

understand that the term of the notes may be reduced and that they will not receive a higher call premium payable with respect to a later call date if the notes are called on an earlier call date;

are willing to forgo interest payments on the notes and dividends on the securities included in the underlier; and

are willing to hold the notes until maturity.

The notes may not be an appropriate investment for investors who:

seek a liquid investment or are unable or unwilling to hold the notes to maturity;

seek certainty of receiving a positive return on their investment;

believe that the closing level of the underlier will be less than the starting level on each call date;

seek a security with a fixed term;

are unwilling to accept the risk that, if the closing level of the underlier is less than the starting level on each call date, they will not receive any positive return on their investment in the notes;

are unwilling to purchase notes with an estimated value as of the pricing date that is lower than the original offering price and that may be as low as the lower estimated value set forth on the cover page;

seek current income;

are unwilling to accept the risk of exposure to the underlier;

seek exposure to the upside performance of the underlier beyond the applicable call premiums;

are unwilling to accept the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. to obtain exposure to the underlier generally, or to the exposure to the underlier that the notes provide specifically; or

prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

 

 

The considerations identified above are not exhaustive. Whether or not the notes are an appropriate investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the appropriateness of an investment in the notes in light of your particular circumstances. You should also review carefully the “Selected Risk Considerations” herein, as well as the risks and considerations described in the accompanying prospectus, in the accompanying prospectus supplement, under “Additional Risk Factors Specific to the Notes” in the accompanying underlier supplement and the “Risk Factors” in the accompanying product supplement for risks related to an investment in the notes. For more information about the underlier, please see the section titled “The S&P 500® Index” below.

 

PS-6


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

 

Determining Timing and Amount of Payment on the Notes

Whether the notes are automatically called on any call date for the applicable call premium will each be determined based on the closing level of the underlier on the applicable call date as follows:

 

If the notes have not been automatically called, then on the stated maturity date, you will receive a cash payment per note (the maturity payment amount) equal to the face amount.

PS-7


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 


Selected Risk Considerations

 

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the accompanying prospectus, in the accompanying prospectus supplement, under “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 29 and under “Risk Factors” in the accompanying WFS product supplement no. 2. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the accompanying prospectus, the accompanying prospectus supplement, the accompanying underlier supplement no. 29 and the accompanying WFS product supplement no. 2. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the underlier to which your notes are linked. You should carefully consider whether the offered notes are appropriate given your particular circumstances.

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 Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Offering Price Of Your Notes.

The original offering price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set on the pricing date, as determined by reference to GS&Co.’s pricing models and taking into account our credit spreads. Such estimated value on the pricing date is set forth above under “Estimated Value of Your Notes; after the pricing date, the estimated value as determined by reference to these models will be affected by changes in market conditions, the creditworthiness of GS Finance Corp., as issuer, the creditworthiness of The Goldman Sachs Group, Inc., as guarantor, and other relevant factors. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your notes as determined by reference to these models. As agreed by GS&Co. and the distribution participants, this excess (i.e., the additional amount described under “Estimated Value of Your Notes”) will decline to zero on a straight line basis over the period from the date hereof through the applicable date set forth above under “Estimated Value of Your Notes”. Thereafter, if GS&Co. buys or sells your notes it will do so at prices that reflect the estimated value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your notes at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes.

In estimating the value of your notes as of the time the terms of your notes are set on the pricing date, as disclosed above under “Estimated Value of Your Notes, GS&Co.’s pricing models consider certain variables, including principally our credit spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others. See “— The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” below.

The difference between the estimated value of your notes as of the time the terms of your notes are set on the pricing date and the original offering price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe under your notes.

In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc. These changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the estimated value determined by reference to GS&Co.’s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount described above).

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a secondary market sale.

There is no assurance that GS&Co., WFS or any other party will be willing to purchase your notes at any price and, in this regard, GS&Co. and WFS are not obligated to make a market in the notes. See “Risk Factors — Your Notes May Not Have an Active Trading Market” in the accompanying product supplement.

The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor.

Although the return on the notes will be based on the performance of the underlier, the payment of any amount due on the notes is subject to the credit risk of GS Finance Corp., as issuer of the notes, and the credit risk of The Goldman Sachs Group, Inc. as guarantor of the notes. The notes are our unsecured obligations. Investors are dependent on our ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Similarly, investors are dependent on the ability of The Goldman Sachs Group, Inc., as guarantor of the notes, to pay all amounts due on the notes, and therefore are also subject to its credit risk and to changes in the market’s view of its creditworthiness. See “Description of the Notes We May Offer — Information About Our Medium-Term Notes, Series F Program — How the Notes Rank Against Other Debt” on page S-5 of

PS-8


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

the accompanying prospectus supplement and “Description of Debt Securities We May Offer — Guarantee by The Goldman Sachs Group, Inc.” on page 67 of the accompanying prospectus.

The Call Premium You Will Receive on a Call Settlement Date If Your Notes Are Automatically Called and the Amount You Will Receive on the Stated Maturity Date If Your Notes Are Not Automatically Called is Not Linked to the Closing Level of the Underlier at Any Time Other Than on the Applicable Call Date.

Your notes will not be automatically called, and you will not receive a call premium on a call settlement date, unless the closing level of the underlier on the applicable call date is greater than or equal to the starting level. Therefore, the closing level of the underlier on dates other than a call date will have no effect on whether your notes are automatically called.

You May Receive Only the Face Amount of Your Notes at Maturity

If the ending level is less than the starting level, the maturity payment amount will be limited to the face amount. Even if the amount paid on your notes at maturity exceeds the face amount of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a note with the same stated maturity that bears interest at the prevailing market rate.

Upon an Automatic Call, the Amount You Will Receive on a Call Settlement Date Will Be Capped Due to the Applicable Call Premium.

Regardless of the closing level of the underlier on a call date, the amount in cash you may receive on the related call settlement date is capped. Even if the closing level of the underlier on a call date exceeds the starting level, causing the notes to be automatically called, the amount in cash payable on the call settlement date will be capped, and you will not benefit from any increase in the closing level of the underlier above the starting level on the call date. If your notes are automatically called on a call date, the maximum payment you will receive for each $1,000 face amount of your notes will depend on the applicable call premium. In addition, if your notes are not automatically called, the maturity payment amount you will receive on the stated maturity date will be 100% of the face amount of your notes.

Your Notes Are Subject to Automatic Redemption.

We will automatically call and redeem all, but not part, of your notes on a call settlement date if the closing level of the underlier on the related call date is greater than or equal to the starting level. Therefore, the term for your notes may be reduced. You may not be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are automatically called prior to maturity. For the avoidance of doubt, if your notes are automatically called, no discounts, commissions or fees described herein will be rebated or reduced.

Your Notes Do Not Bear Interest.

You will not receive any interest payments on your notes. As a result, even if the amount payable for your notes on a call settlement date exceeds the face amount of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.

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

Investing in your notes will not make you a holder of any of the underlier stocks. Neither you nor any other holder or owner of your notes will have any rights with respect to the underlier stocks, including any voting rights, any right to receive dividends or other distributions, any rights to make a claim against the underlier stocks or any other rights of a holder of the underlier stocks. Your notes will be paid in cash and you will have no right to receive delivery of any underlier stocks.

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

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose and are able to sell them in the open market before the stated maturity date. A number of factors, many of which are beyond our control and impact the value of bonds and options generally, will influence the market value of your notes, including:

the level of the underlier;

the volatility — i.e., the frequency and magnitude of changes — in the level of the underlier;

the dividend rates of the underlier stocks;

economic, financial, regulatory, political, military, public health and other events that affect stock markets generally and the underlier stocks, and which may affect the level of the underlier;

interest rates and yield rates in the market;

the time remaining until your notes mature; and

our creditworthiness and the creditworthiness of The Goldman Sachs Group, Inc., whether actual or perceived, including actual or anticipated upgrades or downgrades in our credit ratings or the credit ratings of The Goldman Sachs Group, Inc. or changes in other credit measures.

Without limiting the foregoing, the market value of your notes may be negatively impacted by increasing interest rates. Such adverse impact of increasing interest rates could be significantly enhanced in notes with longer-dated maturities, the market values of which are generally more sensitive to increasing interest rates.

PS-9


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

These factors will influence the price you will receive if you sell your notes before maturity, including the price you may receive for your notes in any market-making transaction. If you sell your notes before maturity, you may receive less than the face amount of your notes or less than you would have received had you held your notes to maturity.

You cannot predict the future levels of the underlier based on its historical fluctuations. The actual level of the underlier over the life of the notes may bear little or no relation to the historical closing level of the underlier or to the hypothetical examples shown elsewhere in this pricing supplement.

Risks Related to Tax

Certain Considerations for Insurance Companies and Employee Benefit Plans.

Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call “ERISA”, or the Internal Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan, should consult with its counsel regarding whether the purchase or holding of the offered notes could become a “prohibited transaction” under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes.

Your Notes Will Be Treated as Debt Instruments Subject to Special Rules Governing Contingent Payment Debt Instruments for U.S. Federal Income Tax Purposes.

The notes will be treated as debt instruments subject to special rules governing contingent payment debt instruments for U.S. federal income tax purposes. If you are a U.S. individual or taxable entity, you generally will be required to pay taxes on ordinary income from the notes over their term based on the comparable yield for the notes, even though you generally will not receive any payments from us until maturity. This comparable yield is determined solely to calculate the amount on which you will be taxed prior to maturity and is neither a prediction nor a guarantee of what the actual yield will be. In addition, any gain you may recognize on the sale, exchange, redemption or maturity of the notes will be taxed as ordinary interest income. If you are a secondary purchaser of the notes, the tax consequences to you may be different. Please see “Supplemental Discussion of U.S. Federal Income Tax Consequences” below for a more detailed discussion. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your notes in your particular circumstances..

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.

Please see the discussion under “United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes.

 

 

PS-10


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

 

Hypothetical Examples and Returns

The payout profile, return tables and examples below illustrate hypothetical payments upon an automatic call or at stated maturity for a $1,000 face amount note on a hypothetical offering of notes under various scenarios, with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent the actual starting level. The hypothetical starting level of 100.00 has been chosen for illustrative purposes only and does not represent the actual starting level. The actual starting level will be determined on the pricing date and will be set forth under “Terms of the Notes” above. For historical data regarding the actual closing levels of the underlier, see the historical information set forth herein. The payout profile, return table and examples below assume that an investor purchases the notes for $1,000 per note. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. The actual amount you receive at stated maturity or upon automatic call and the resulting pre-tax total rate of return will depend on the actual terms of the notes.

Hypothetical Call Premiums:

6.00% for the first call date, 12.00% for the second call date, 18.00% for the third call date, 24.00% for the fourth call date and 30.00% for the fifth call date (the lowest possible call premiums for the applicable call dates that may be determined on the pricing date)

Hypothetical Starting Level:

100.00

Hypothetical Payout Profile

 

 


PS-11


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

 

Hypothetical Returns

If the notes are automatically called:

If your notes are automatically called on any call date (i.e., on any call date the closing level of the underlier is greater than or equal to the starting level), on the applicable call settlement date you will receive the face amount of your notes plus the applicable call premium.

 

 

 

 

 

Hypothetical call date on which notes are automatically called

Hypothetical
payment
per note
on related
call
settlement
date

Hypothetical pre-tax
total rate of return(1)

1st call date

$1,060.00

6.00%

2nd call date

$1,120.00

12.00%

3rd call date

$1,180.00

18.00%

4th call date

$1,240.00

24.00%

5th call date

$1,300.00

30.00%

(1)

The hypothetical pre-tax total rate of return is the number, expressed as a percentage, that results from comparing the payment per note upon automatic call or at stated maturity to the face amount of $1,000. 

 

If the notes are not automatically called:

If your notes are not automatically called on a call date (i.e., on a call date the closing level of the underlier is less than the starting level), on the stated maturity date you will receive the maturity payment amount equal to $1,000.

 

 

 

 


PS-12


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

Hypothetical Examples Of Payment Upon An Automatic Call Or At Stated Maturity  

Example 1. The closing level of the underlier on the first call date is greater than the starting level, and the notes are automatically called on the first call date:

 

 

S&P 500® Index

Hypothetical starting level:

100.00

Hypothetical closing level on first call date:

125.00

 

Because the hypothetical closing level of the underlier on the first call date is greater than the hypothetical starting level, the notes are automatically called on the first call date and you will receive on the related call settlement date the face amount of your notes plus a call premium of 6.00% of the face amount. Even though the underlier appreciated by 25.00% from its starting level to its closing level on the first call date in this example, your return is limited to the call premium of 6.00% that is applicable to such call date.

On the call settlement date, you would receive $1,060.00 per note.

Example 2. The notes are not automatically called prior to the last call date (the final calculation day). The closing level of the underlier on the final calculation day is greater than the starting level, and the notes are automatically called on the final calculation day:

 

 

S&P 500® Index

Hypothetical starting level:

100.00

Hypothetical closing level on call dates prior to the final calculation day:

Various (all below starting level)

Hypothetical closing level on final calculation day (i.e., the ending level):

170.00

Because the hypothetical closing level of the underlier on each call date prior to the last call date (which is the final calculation day) is less than the hypothetical starting level, the notes are not called prior to the final calculation day. Because the closing level of the underlier on the final calculation day is greater than the starting level, the notes are automatically called on the final calculation day and you will receive on the related call settlement date (which is the stated maturity date) the face amount of your notes plus a call premium of 30.00% of the face amount.

On the call settlement date (which is the stated maturity date), you would receive $1,300.00 per note.

Example 3. The notes are not automatically called. The ending level is less than the starting level and the maturity payment amount is equal to the face amount:

 

 

S&P 500® Index

Hypothetical starting level:

100.00

Hypothetical closing level on each call date:

Various (all below starting level)

Hypothetical ending level:

95.00

Because the hypothetical closing level of the underlier on each call date (including the final calculation day) is less than the hypothetical starting level, the notes are not automatically called. Because the hypothetical ending level is less than the hypothetical starting level, the maturity payment amount per note would equal the face amount.

On the stated maturity date, you would receive $1,000.00 per note.

This example illustrates that the notes provide for the repayment of the face amount at maturity even in scenarios in which the level of the underlier declines from the starting level (subject to issuer and guarantor credit risk).

 

PS-13


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

 

The S&P 500® Index

The S&P 500® Index includes a representative sample of 500 companies in leading industries of the U.S. economy and is intended to provide a performance benchmark for the large-cap U.S. equity markets.

For more details about the S&P 500® Index, the underlier sponsor and license agreement between the underlier sponsor and the issuer, see “The Underliers - S&P 500® Index” on page S-106 of the accompanying underlier supplement no. 29.

Historical Information

The closing level of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. In particular, the underlier has recently experienced extreme and unusual volatility. Any historical upward or downward trend in the closing level of the underlier during the period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the life of your notes.

You should not take the historical levels of the underlier as an indication of the future performance of the underlier, including because of the recent volatility described above. We cannot give you any assurance that the future performance of the underlier or the underlier stocks will result in your receiving an amount greater than the outstanding face amount of your notes on the stated maturity date.

Neither we nor any of our affiliates make any representation to you as to the performance of the underlier. Before investing in the offered notes, you should consult publicly available information to determine the levels of the underlier between the date of this pricing supplement and the date of your purchase of the offered notes and, given the recent volatility described above, you should pay particular attention to recent levels of the underlier. The actual performance of the underlier over the life of the offered notes, as well as the maturity payment amount, may bear little relation to the historical closing levels shown below.

The graph below shows the daily historical closing levels of the underlier from January 1, 2017 through December 6, 2022. As a result, the following graph does not reflect the global financial crisis which began in 2008, which had a materially negative impact on the price of most equity securities and, as a result, the level of most equity indices. We obtained the closing levels in the graph below from Bloomberg Financial Services, without independent verification.

Historical Performance of the S&P 500® Index

 

The S&P 500® Index is a product of S&P Dow Jones Indices LLC, and has been licensed for use by GS Finance Corp. (“Goldman”). Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC; Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) and these trademarks have been licensed for use by S&P Dow Jones Indices LLC and sublicensed for certain purposes by Goldman. Goldman’s notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, Standard & Poor’s Financial Services LLC or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, Standard & Poor’s Financial Services LLC or any of their respective affiliates make any representation regarding the advisability of investing in such notes.

PS-14


 

Market Linked Notes—Auto-Callable with Principal Return at Maturity

Notes Linked to the S&P 500® Index due December 29, 2027

 

 

Supplemental Discussion of U.S. Federal Income Tax Considerations

The following section supplements, and to the extent inconsistent therewith supersedes, the discussion of U.S. federal income taxation in the accompanying prospectus.

The following section is the opinion of Sidley Austin llp, counsel to GS Finance Corp. and The Goldman Sachs Group, Inc. It applies to you only if you hold your notes as a capital asset for tax purposes. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

a dealer in securities or currencies;

a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

a bank;

a life insurance company;

a tax exempt organization;

a partnership;

a regulated investment company;

an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;

a person that owns a note as a hedge or that is hedged against interest rate risks;

a person that owns a note as part of a straddle or conversion transaction for tax purposes; or

a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.

This section is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

You should consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences of your investments in the notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

United States Holders

This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of each of your notes and you are:

a citizen or resident of the United States;

a domestic corporation;

an estate whose income is subject to U.S. federal income tax regardless of its source; or

a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

If you are not a United States holder, this section does not apply to you and you should refer to “— Non-United States Holders” below.

Your notes will be treated as debt instruments subject to the special rules governing contingent payment debt instruments for U.S. federal income tax purposes. Under those rules, the amount of interest you are required to take into account for each accrual period will be determined by constructing a projected payment schedule for your notes and applying rules similar to those for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to your notes (the “comparable yield”) and then determining as of the issue date a payment schedule that would produce the comparable yield. These rules will generally have the effect of requiring you to include amounts in income in respect of your notes over their term based on the comparable yield for the notes, even though you generally will not receive any payments from us until maturity.

We have determined that the comparable yield for the notes is equal to         % per annum, compounded semi-annually with a projected payment at maturity of $          based on an investment of $1,000.

Based on this comparable yield, if you are an initial holder that holds a note until maturity and you pay your taxes on a calendar year basis, we have determined that you would be required to report the following amounts as ordinary income, not taking into account any positive or negative adjustments you may be required to take into account based on the actual payments on the notes, from the note each year:

 

PS-15


Market Linked Notes—Auto-Callable with Principal Return at Maturity

 Notes Linked to the S&P 500® Index due December 29, 2027

 


Accrual Period

 

Interest Deemed to Accrue During Accrual Period (per $1,000 note)

 

Total Interest Deemed to Have Accrued from Original Issue Date (per $1,000 note) as of End of Accrual Period

                             through December 31, 2022

 

 

 

 

January 1, 2023 through December 31, 2023

 

 

 

 

January 1, 2024 through December 31, 2024

 

 

 

 

January 1, 2025 through December 31, 2025

 

 

 

 

January 1, 2026 through December 31, 2026

 

 

 

 

January 1, 2027 through

 

 

 

 

 

You are required to use the comparable yield and projected payment schedule that we compute in determining your interest accruals in respect of your notes, unless you timely disclose and justify on your U.S. federal income tax return the use of a different comparable yield and projected payment schedule.

The comparable yield and projected payment schedule are not provided to you for any purpose other than the determination of your interest accruals in respect of your notes, and we make no representation regarding the amount of contingent payments with respect to your notes.

If you purchase your notes at a price other than their adjusted issue price determined for tax purposes, you must determine the extent to which the difference between the price you paid for your notes and their adjusted issue price is attributable to a change in expectations as to the projected payment schedule, a change in interest rates, or both, and reasonably allocate the difference accordingly. The adjusted issue price of your notes will equal your notes’ original issue price plus any interest deemed to be accrued on your notes (under the rules governing contingent payment debt instruments) as of the time you purchase your notes. The original issue price of your notes will be the first price at which a substantial amount of the notes is sold to persons other than bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. Therefore, you may be required to make the adjustments described above even if you purchase your notes in the initial offering if you purchase your notes at a price other than the issue price.

If the adjusted issue price of your notes is greater than the price you paid for your notes, you must make positive adjustments increasing (i) the amount of interest that you would otherwise accrue and include in income each year, and (ii) the amount of ordinary income (or decreasing the amount of ordinary loss) recognized upon maturity by the amounts allocated under the previous paragraph to each of interest and the projected payment schedule; if the adjusted issue price of your notes is less than the price you paid for your notes, you must make negative adjustments, decreasing (i) the amount of interest that you must include in income each year, and (ii) the amount of ordinary income (or increasing the amount of ordinary loss) recognized upon maturity by the amounts allocated under the previous paragraph to each of interest and the projected payment schedule. Adjustments allocated to the interest amount are not made until the date the daily portion of interest accrues.

Because any Form 1099-OID that you receive will not reflect the effects of positive or negative adjustments resulting from your purchase of notes at a price other than the adjusted issue price determined for tax purposes, you are urged to consult with your tax advisor as to whether and how adjustments should be made to the amounts reported on any Form 1099-OID.

You will recognize gain or loss upon the sale, exchange, redemption or maturity of your notes in an amount equal to the difference, if any, between the cash amount you receive at such time and your adjusted basis in your notes. In general, your adjusted basis in your notes will equal the amount you paid for your notes, increased by the amount of interest you previously accrued with respect to your notes (in accordance with the comparable yield and the projected payment schedule for your notes), and increased or decreased by the amount of any positive or negative adjustment, respectively, that you are required to make if you purchase your notes at a price other than the adjusted issue price determined for tax purposes.

Any gain you recognize upon the sale, exchange, redemption or maturity of your notes will be ordinary interest income. Any loss you recognize at such time will be ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of your notes, and, thereafter, capital loss. If you are a noncorporate holder, you would generally be able to use such ordinary loss to offset your income only in the taxable year in which you recognize the ordinary loss and would generally not be able to carry such ordinary loss forward or back to offset income in other taxable years.

 

PS-16


Market Linked Notes—Auto-Callable with Principal Return at Maturity

 Notes Linked to the S&P 500® Index due December 29, 2027

 

Non-United States Holders

If you are a non-United States holder, please see the discussion under “United States Taxation — Taxation of Debt Securities — Non-United States Holders” in the accompanying prospectus for a description of the tax consequences relevant to you. You are a non-United States holder if you are the beneficial owner of notes and are, for U.S. federal income tax purposes:

a nonresident alien individual;

a foreign corporation; or

an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the notes.

The Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (“871(m) financial instruments”) that are treated as attributable to U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower rate under an applicable treaty), which in the case of amounts you receive upon the sale, exchange, redemption or maturity of your notes, could be collected via withholding. If these regulations were to apply to the notes, we may be required to withhold such taxes if any U.S.-source dividends are paid on the stocks included in the underlier during the term of the notes. We could also require you to make certifications (e.g., an applicable Internal Revenue Service Form W-8) prior to the maturity of the notes in order to avoid or minimize withholding obligations, and we could withhold accordingly (subject to your potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were not satisfactory. If withholding was required, we, or the applicable withholding agent, would not be required to pay any additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January 1, 2025, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations will not apply to financial instruments that reference a “qualified index” (as defined in the regulations). We have determined that, as of the original issue date of your notes, your notes will not be subject to withholding under these rules. In certain limited circumstances, however, you should be aware that it is possible for non-United States holders to be liable for tax under these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when no withholding is required. You should consult your tax advisor concerning these regulations, subsequent official guidance and regarding any other possible alternative characterizations of your notes for U.S. federal income tax purposes.

Under current law, while the matter is not entirely clear, individual non-United States holders, and entities whose property is potentially includible in those individuals’ gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, a security is likely to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their own tax advisors regarding the U.S. federal estate tax consequences of investing in a security.

Foreign Account Tax Compliance Act (FATCA) Withholding

Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA) withholding (as described in “United States Taxation—Taxation of Debt Securities—Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014; therefore, the notes will generally be subject to the FATCA withholding rules.  

PS-17


Market Linked Notes—Auto-Callable with Principal Return at Maturity

 Notes Linked to the S&P 500® Index due December 29, 2027

 

Supplemental Plan of Distribution; Conflicts of Interest

See “Supplemental Plan of Distribution” on page S-41 of the accompanying product supplement and “Plan of Distribution - Conflicts of Interest” on page 129 of the accompanying prospectus; GS Finance Corp. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $       .

GS Finance Corp. will sell to GS&Co., and GS&Co. will purchase from GS Finance Corp., the aggregate face amount of the offered notes specified on the front cover of this pricing supplement. GS&Co. proposes initially to offer the notes to the public at the original offering price set forth on the cover page of this pricing supplement. Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the notes. WFS will receive the underwriting discount of up to 3.15% of the aggregate face amount of the notes sold (up to $31.50 per $1,000 face amount of notes). The agent may resell the notes to Wells Fargo Advisors (“WFA”) at the original offering price of the notes less a concession of 1.75% of the aggregate face amount of the notes ($17.50 per $1,000 face amount of notes). In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a note WFA sells ($0.75 per $1,000 face amount of notes).  In addition, in respect of certain notes sold in this offering, GS&Co. may pay a fee of up to 0.25% of the aggregate face amount of the notes sold (up to $2.50 per $1,000 face amount of notes) to selected securities dealers in consideration for marketing and other services in connection with the distribution of the notes to other securities dealers. Please note that the information about the issue date and issue price set forth on the cover of this pricing supplement relate only to the initial distribution.

GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc. and, as such, will have a “conflict of interest” in this offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

For information related to hedging activities, see “Additional Risk Factors Specific To Your Notes —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.” on page S-10 of the accompanying product supplement.

We have been advised by GS&Co. and WFS that they intend to make a market in the notes. However, none of GS&Co., WFS nor any of their respective affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the notes.

PS-18



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