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

November 25, 2020 12:12 PM

Free Writing Prospectus pursuant to Rule 433 dated November 25, 2020

Registration Statement No. 333-239610

 

 

 

 

 

 

Index-Linked Notes due        

OVERVIEW

The notes do not bear interest. The amount that you will be paid on your notes on the stated maturity date (expected to be January 5, 2024) is based on the lesser performing of the Dow Jones Industrial Average® Index and the S&P 500® Index as measured from the trade date (expected to be December 30, 2020) to and including the determination date (expected to be January 2, 2024).

If the final underlier level of each underlier on the determination date is greater than or equal to its initial underlier level (set on the trade date), the return on your notes will be positive or zero and will equal at least 1 (set on the trade date) times the underlier return of the lesser performing underlier.

If the final underlier level of any underlier is less than its initial underlier level, but the final level of each underlier is greater than or equal to 90% of its initial level, you will receive the face amount of your notes.

If the final level of any underlier is less than 90% of its initial level, the return on your notes will be negative and will equal the underlier return of the lesser performing underlier plus 10%. You could lose a significant portion of the face amount of your notes.

You should read the accompanying preliminary pricing supplement dated November 24, 2020, 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

CUSIP/ISIN:

40057EPS0 / US40057EPS09

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Underliers (each individually, an underlier):

the Dow Jones Industrial Average® Index (current Bloomberg symbol: “INDU Index”) and the S&P 500® Index (current Bloomberg symbol: “SPX Index”)

Trade date:

expected to be December 30, 2020

Settlement date:

expected to be January 5, 2021

Determination date:

expected to be January 2, 2024

Stated maturity date:

expected to be January 5, 2024

Initial underlier level:

with respect to an underlier, set on the trade date

Final underlier level:

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

Underlier return:

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

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

●if the underlier return of each underlier is greater than or equal to 0% (the final underlier level of each underlier is greater than or equal to its initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) at least 1 times (c) the lesser performing underlier return;

●if the underlier return of any underlier is less than 0%, but the underlier return of each underlier is greater than or equal to -10% (the final level of any underlier is less than its initial underlier level but the final level of each underlier is greater than or equal to 90% of its initial underlier level), $1,000; or

●if the underlier return of any underlier is less than -10% (the final underlier level of any underlier is less than 90% of its initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) the sum of the lesser performing underlier return plus 10% times (b) $1,000.

Estimated value range:

$925 and $955 (which is less than the original issue price; see accompanying

preliminary pricing supplement)

Lesser performing underlier return:

the underlier return of the lesser performing underlier

Lesser performing underlier:

the underlier with the lowest underlier return

 

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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.

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Hypothetical Payment Amount at Maturity*

 

Hypothetical Final Underlier Level of the Lesser Performing Underlier

Hypothetical Cash Settlement Amount at Maturity

(as Percentage of Initial Underlier Level)

(as Percentage of Face Amount)

200.000%

200.000%

175.000%

175.000%

150.000%

150.000%

125.000%

125.000%

100.000%

100.000%

95.000%

100.000%

90.000%

100.000%

70.000%

80.000%

50.000%

60.000%

20.000%

30.000%

10.000%

20.000%

0.000%

10.000%

 

*assumes an upside participation rate of 100%

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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.

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About Your Notes

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. 14, general terms supplement no. 8,671 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. 14, general terms supplement no. 8,671 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. 14, general terms supplement no. 8,671 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The notes 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 24, 2020

General terms supplement no. 8,671 dated July 1, 2020

Underlier supplement no. 14 dated November 23, 2020

Prospectus supplement dated July 1, 2020

Prospectus dated July 1, 2020

 

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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.

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RISK FACTORS

An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 8,671, underlier supplement no. 14, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. In addition to the below, you should read in full “Additional Risk Factors Specific to Your Notes” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 8,671, underlier supplement no. 14, 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:

The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes

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

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

The Amount Payable on Your Notes Is Not Linked to the Levels of the Underliers at Any Time Other Than the Determination Date

The Cash Settlement Amount Will Be Based Solely on the Lesser Performing Underlier

Your Notes Do Not Bear Interest

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

If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected

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

We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price

The Tax Consequences of an Investment in Your Notes Are Uncertain

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

The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 8,671:

If the Value of an Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner

The Return on Your Notes Will Not Reflect Any Dividends Paid on Any Underlier, or Any Underlier Stock, as Applicable

Other Investors in the Notes May Not Have the Same Interests as You

Anticipated 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

Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes

Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes

You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or

Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes

Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Underlier or Underliers or Constituent Indices, As Applicable, or the Issuers of the Underlier Stocks or Other Entities That Are Involved in the Transaction

The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties

Past Performance is No Guide to Future Performance

Your Notes May Not Have an Active Trading Market

The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount, If Any, Payable on Your Notes

The Policies of an Underlier Sponsor, if Applicable, and Changes that Affect an Underlier to Which Your Notes are Linked, or the Constituent Indices or

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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.

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Underlier Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Notes and Their Market Value

The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing

Except to the Extent That We or Our Affiliates May Currently or in the Future Own Securities of, or Engage in Business With, the Applicable Underlier Sponsor or the Underlier Stock Issuers, There Is No Affiliation Between the Underlier Stock Issuers or Any Underlier Sponsor and Us

Certain Considerations for Insurance Companies and Employee Benefit Plans

The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 14:

 

Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises an Underlier, and Except to the Extent That We or Our Affiliates May Currently or in the Future Own Securities of, or Engage in Business With, the Applicable Underlier Sponsor or the Underlier Stock Issuers, There Is No Affiliation Between the Underlier Stock Issuers or Any Underlier Sponsor and Us

The following risk factors are discussed in greater detail in the accompanying prospectus supplement:

The Return on Indexed Notes May Be Below the Return on Similar Securities

The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note

An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment

An Index to Which a Note Is Linked Could Be Changed or Become Unavailable

We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note

Information About an Index or Indices May Not Be Indicative of Future Performance

We May Have Conflicts of Interest Regarding an Indexed Note

The following risk factors are discussed in greater detail in the accompanying prospectus:

 

Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements

The application of regulatory resolution strategies could increase the risk of loss for holders of our debt securities in the event of the resolution of Group Inc.

The application of Group Inc.’s preferred resolution strategy could increase the losses incurred by holders of our debt securities

 

 

 

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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.

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