Form FWP GS Finance Corp. Filed by: GS Finance Corp.
Free Writing Prospectus pursuant to Rule 433 dated July 26, 2021 / Registration Statement No. 333-253421
STRUCTURED INVESTMENTS Opportunities in U.S. Equities |
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GS Finance Corp. |
Contingent Income Auto-Callable Securities Based on the Performance of the Worst-Performing of the Common Stock of Citizens Financial Group, Inc., the Common Stock of Fifth Third Bancorp and the Common Stock of Signature Bank due August 1, 2024 Principal At Risk Securities |
The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.
You should read the accompanying preliminary prospectus supplement dated July 26, 2021, which we refer to herein as the accompanying preliminary prospectus supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.
KEY TERMS |
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Issuer / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Underlying stocks: |
the common stock of Citizens Financial Group, Inc. (Bloomberg symbol, “CFG UN”), the common stock of Fifth Third Bancorp (Bloomberg symbol, “FITB UW”), and the common stock of Signature Bank (Bloomberg symbol, “SBNY UW”) |
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Pricing date: |
expected to price on or about July 28, 2021 |
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Original issue date: |
expected to be August 2, 2021 |
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Coupon determination dates: |
as set forth under “Coupon determination dates” below |
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Coupon payment dates: |
as set forth under “Coupon payment dates” below |
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Determination date: |
the last coupon determination date, expected to be July 29, 2024 |
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Stated maturity date: |
expected to be August 1, 2024 |
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Automatic call feature: |
if, as measured on any call observation date, the closing price of each underlying stock is greater than or equal to its initial share price, your securities will be automatically called and, in addition to the coupon then due, you will receive $10 for each $10 principal amount. No payments will be made after the call payment date. |
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Call observation dates: |
each coupon determination date specified in the table below commencing on January 28, 2022 and ending on April 29, 2024 |
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Call payment dates: |
the coupon payment date immediately after the applicable call observation date |
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Payment at maturity: |
•if the final share price of each underlying stock is greater than or equal to its coupon threshold level, $10 plus the final coupon; or •if the final share price of any underlying stock is less than its coupon threshold level but the final share price of each underlying stock is greater than or equal to its downside threshold level, $10; or •if the final share price of any underlying stock is less than its downside threshold level, $10 × the worst performing share performance factor |
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Initial share price: |
with respect to each underlying stock, the closing price of such underlying stock on the pricing date |
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Final share price: |
with respect to each underlying stock, the closing price of such underlying stock on the determination date |
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Coupon threshold level: |
with respect to each underlying stock, 70.00% of such underlying stock’s initial share price |
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Downside threshold level: |
with respect to each underlying stock, 60.00% of such underlying stock’s initial share price |
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Contingent quarterly coupon (set on the pricing date): |
•if the closing price of each underlying stock on the applicable coupon determination date is greater than or equal to its coupon threshold level, at least $0.27; or •if the closing price of any underlying stock on the applicable coupon determination date is less than its coupon threshold level, $0.00 |
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Share performance factor: |
with respect to each underlying stock, the final share price / the initial share price |
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Worst performing underlying stock: |
the underlying stock with the lowest share performance factor |
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Worst performing share performance factor: |
the share performance factor of the worst performing underlying stock |
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CUSIP / ISIN: |
36261B525 / US36261B5259 |
$8.90 to $9.20 (which is less than the original issue price; see the accompanying preliminary prospectus supplement) |
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Coupon determination dates |
Coupon payment dates |
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October 28, 2021 |
November 2, 2021 |
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January 28, 2022 |
February 2, 2022 |
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April 28, 2022 |
May 3, 2022 |
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July 28, 2022 |
August 2, 2022 |
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October 28, 2022 |
November 2, 2022 |
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January 30, 2023 |
February 2, 2023 |
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April 28, 2023 |
May 3, 2023 |
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July 28, 2023 |
August 2, 2023 |
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October 30, 2023 |
November 2, 2023 |
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January 29, 2024 |
February 1, 2024 |
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April 29, 2024 |
May 2, 2024 |
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July 29, 2024 (determination date) |
August 1, 2024 (stated maturity date) |
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Hypothetical Payment Amount At Maturity |
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The Securities Have Not Been Automatically Called |
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Hypothetical Final Share Price of the Worst Performing Underlying Stock (as Percentage of Initial Share Price) |
Hypothetical Payment at Maturity (as Percentage of Principal Amount) |
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175.000% |
100.000%* |
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150.000% |
100.000%* |
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125.000% |
100.000%* |
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110.000% |
100.000%* |
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100.000% |
100.000%* |
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90.000% |
100.000%* |
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80.000% |
100.000%* |
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70.000% |
100.000%* |
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65.000% |
100.000% |
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60.000% |
100.000% |
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59.999% |
59.999% |
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40.000% |
40.000% |
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25.000% |
25.000% |
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0.000% |
0.000% |
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*Does not include the final coupon |
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary prospectus supplement and related documents for a more detailed description of the underlying stocks (including historical prices of the underlying stocks), the terms of the securities and certain risks.
The amount that you will be paid on your securities is based on the performance of the worst performing of the common stock of Citizens Financial Group, Inc., the common stock of Fifth Third Bancorp and the common stock of Signature Bank. The securities will mature on the stated maturity date unless they are automatically called on any call observation date. At maturity, if not previously automatically called, (i) if the final share price of each underlying stock is greater than or equal to its coupon threshold level you will receive the principal amount of your securities plus a coupon payment of at least $0.27 (set on the trade date), (ii) if the final share price of any underlying stock is less than its coupon threshold level but the final share price of each underlying stock is greater than or equal to its downside threshold level, you will not receive a coupon payment but you will receive the principal amount of your securities and (iii) if the final share price of any underlying index is less than its downside threshold level, you will not receive a coupon payment, the payment at maturity will be based on the performance of the underlying stock with the lowest index performance factor (the quotient of the final share price divided by the initial share price) and you will receive significantly less than the principal amount of your securities. Investors will not participate in any appreciation of any underlying stock. If the final share price of any underlying stock is less than its downside threshold level, you will not receive a coupon payment and you will lose a significant portion or all of your investment.
Your securities will be automatically called if the closing price of each underlying stock on any call observation date is greater than or equal to its initial share price, resulting in a payment on the corresponding call payment date equal to the principal amount of your securities plus the contingent quarterly coupon (defined below) then due.
The securities will not pay a fixed coupon and may pay no coupon on a coupon payment date. On each coupon determination date, subject to the automatic call feature, if the closing price of each underlying stock is greater than or equal to its coupon threshold level, you will receive on the corresponding coupon payment date a contingent quarterly coupon payment of at least $0.27 for each $10 principal amount of your securities. If the closing price of any underlying stock on any coupon determination date is less than its coupon threshold level, you will not receive a coupon payment on the applicable coupon payment date.
The securities are for investors who seek to earn a coupon at an above current market rate in exchange for the risk of receiving few or no contingent quarterly coupons and the risk of losing a significant portion or all of the principal of their securities based on the performance of the worst performing underlying stock .
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement and preliminary prospectus supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement and preliminary prospectus supplement and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement and preliminary prospectus supplement if you so request by calling (212) 357-4612.
The securities are notes that are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following: