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Form FWP GOLDMAN SACHS GROUP INC Filed by: GOLDMAN SACHS GROUP INC

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November 28, 2022 7:05 PM EST

Free Writing Prospectus pursuant to Rule 433 dated November 28, 2022

Registration Statement No. 333-253421

 

Market Linked Securities — Contingent Fixed Return and Contingent Downside

Principal at Risk Securities Linked to the Russell 2000® Index due July 5, 2024

 

 

Summary of Terms

Company (Issuer) and Guarantor:

GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)

Market measure:

Russell 2000® Index (the “underlier”)

Pricing date:

expected to be December 29, 2022

Issue date:

expected to be January 4, 2023

Calculation day:

expected to be June 27, 2024

Stated maturity date:

expected to be July 5, 2024

Starting level:

the closing level of the underlier on the pricing date

Ending level:

the closing level of the underlier on the calculation day

Underlier return:

ending level – starting level

                starting level

Contingent fixed return:

at least 19.00% of the face amount per security

Threshold level:

85% of the initial underlier level

Threshold amount:

15%

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

•if the ending level is greater than or equal to the threshold level: $1,000 plus the contingent fixed return; or

•if the ending level is less than the threshold level:

$1,000 + [$1,000 × underlier return]

Underwriting discount:

up to 2.50% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.50% 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 1.50% of the aggregate face amount of the securities. 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 security WFA sells.

CUSIP:

40057P4A7

Tax consequences:

See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement

* In addition, 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 sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

Hypothetical Payout Profile*

* assumes a contingent fixed return of 19.00% per security.

If the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the underlier and will lose more than 15%, and possibly all, of the face amount of your securities at maturity.

 

You should read the accompanying preliminary pricing supplement dated November 28, 2022, 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.            

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:

●

Preliminary pricing supplement dated November 28, 2022

●

WFS product supplement no. 1 dated July 27, 2022

●

Underlier supplement no. 29 dated October 26, 2022

●

Prospectus supplement dated March 22, 2021

●

Prospectus dated March 22, 2021

 

The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount. See the accompanying preliminary pricing 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 preliminary pricing supplement. 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 underlier, the terms of the securities and certain risks.

 

 

 

 

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. 29, WFS product supplement no. 1 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. 29, WFS product supplement no. 1 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. 29, WFS product supplement no. 1 and preliminary pricing supplement if you so request by calling (212) 357-4612.

Risk Factors

An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 1, accompanying underlier supplement no. 29, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 1, accompanying underlier supplement no. 29, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Selected Risk Considerations” in the accompanying preliminary pricing supplement, “ Risk Factors” in the accompanying WFS product supplement no. 1, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 29, 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 preliminary pricing 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 the Underlier at Any Time Other Than the Determination Date

▪

You May Lose Your Entire Investment in the Securities

▪

The Return on Your Securities May Change Significantly Despite Only a Small Change in the Level of the Underlier

▪

Your Securities Do Not Bear Interest

▪

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

▪

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

▪

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

Additional Risks Related to the Russell 2000® Index

▪

There are Small-Capitalization Stock Risks Associated with the Russell 2000® Index

Risks Related to Tax

▪

Certain Considerations for Insurance Companies and Employee Benefit Plans

▪

The Tax Consequences of an Investment in Your Securities Are Uncertain

▪

Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Securities, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Securities to Provide Information to Tax Authorities

 

For details about the license agreement between the underlier sponsor and the issuer, see “The Underliers — Russell 2000® Index” on page S-78 of the accompanying underlier supplement no. 29.

Wells Fargo Advisors 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.

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 underlier, the terms of the securities and certain risks.

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