Form FWP GS Finance Corp. Filed by: GS Finance Corp.

January 22, 2021 12:22 PM

Free Writing Prospectus pursuant to Rule 433 dated January 22, 2021

Registration Statement No. 333-239610

 

,

Leveraged Basket-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 is based on the performance of an unequally-weighted basket comprised of the common stock, common shares or ordinary shares (basket stocks) of 78 companies as measured from the trade date to and including the determination date.

The initial basket level is 100 and the final basket level will equal the sum of the products, as calculated for each basket stock, of: (i) its final stock price on the determination date divided by its initial stock price multiplied by (ii) its initial weighted value.

If the final basket level on the determination date is greater than the initial basket level, the return on your notes will be positive and will equal 1.25 times the basket return, subject to the maximum settlement amount (expected to be between $1,184.625 and $1,216.625 for each $1,000 face amount of your notes).

If the final basket level is less than the initial basket level, the return on your notes will be negative and will equal the basket return.

You should read the accompanying preliminary prospectus supplement dated January 21, 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

CUSIP/ISIN:

40057FA46 / US40057FA464

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Basket:

an unequally weighted basket comprised of the common stock, common shares or ordinary shares of 78 companies

Basket Stocks

the 78 common stocks, common shares or ordinary shares listed under “About the Basket” below.

Basket stock issuer:

the issuer of a basket stock

Trade date:

 

Settlement date:

expected to be the fifth scheduled business day following the trade date

Determination date:

a specified date that is expected to be between 18 and 21 months following the trade date

Stated maturity date:

a specified date that is expected to be the second scheduled business day after the determination date

Hypothetical Payment amount AT Maturity*

 

Hypothetical Final
Basket Level
(as a % of the Initial Basket Level)

Hypothetical Payment Amount at Maturity
(as a % of Face Amount)

175.0000%

118.4625%

150.0000%

118.4625%

125.0000%

118.4625%

114.7700%

118.4625%

105.0000%

106.2500%

103.0000%

103.7500%

100.0000%

100.0000%

90.0000%

90.0000%

75.0000%

75.0000%

50.0000%

50.0000%

25.0000%

25.0000%

0.0000%

0.0000%

*assumes a cap level of 114.77% of the initial basket level


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 prospectus supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.


 

 

 


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

if the basket return is positive (the final basket level is greater than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 1.25 times (c) the basket return, subject to the maximum settlement amount; or

if the basket return is zero or negative (the final basket level is equal to or less than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the basket return.

Initial basket level:

100

Initial weighted value:

for each of the basket stocks, the product of the initial weight of such basket

stock in the basket times the initial basket level.

Final basket level:

the closing level of the basket on the determination date

Closing level of the basket:

on any trading day, the sum of, for each of the basket stocks: the product of (i) the quotient of (a) the closing price of such basket stock on such trading day divided by (b) the initial stock price of such basket stock times (ii) the initial weighted value of such basket stock

Initial stock price:

for each of the basket stocks, set on the trade date and may be higher or lower than the actual closing price of the basket stock on that date, as determined by the calculation agent in its sole discretion

Final stock price:

for each of the basket stocks, the closing price of such basket stock on the

determination date

Basket return:

the quotient of (i) the final basket level minus the initial basket level divided by (ii) the initial basket level, expressed as a percentage

Cap Level:

expected to be between 114.77% and 117.33%

Maximum settlement amount:

expected to be between $1,184.625 and $1,216.625

Estimated value range:

$940 to $970 (which is less than the original issue price; see accompanying preliminary prospectus supplement)

 

ABOUT THE BASKET

The following table lists the basket stocks and related information, including their corresponding Bloomberg tickers, primary listings, initial weights in the basket, initial weighted values and initial stock prices. The initial stock prices will not be determined until the trade date. Each of the basket stock issuers faces its own business risks and other competitive factors. All of those factors may affect the basket return, and, consequently, the amount payable on your notes, if any, on the stated maturity date. Our offering of the notes does not constitute our recommendation or the recommendation of our affiliates to invest in the basket, any basket stock or the notes. You should make your own investigation of the basket stocks and the basket stock issuers and whether to obtain exposure to the basket through an investment in the notes.

Basket Stock

Current Bloomberg Ticker

Type of Security

Current Primary Listing

Initial Weight in the Basket

Initial Weighted Value

Initial Stock Price (USD)

AECOM

ACM

Common Stock

New York Stock Exchange

0.66%

0.66

 

Ameren Corporation

AEE

Common Stock

New York Stock Exchange

1.24%

1.24

 

Advanced Energy Industries, Inc.

AEIS

Common Stock

The Nasdaq Global Select Market

0.59%

0.59

 

The AES Corporation

AES

Common Stock

New York Stock Exchange

3.06%

3.06

 

Avangrid, Inc.

AGR

Common Stock

New York Stock Exchange

1.54%

1.54

 

Albemarle Corporation

ALB

Common Stock

New York Stock Exchange

1.58%

1.58

 

Anthem, Inc.

ANTM

Common Stock

New York Stock Exchange

1.27%

1.27

 

Air Products and Chemicals, Inc.

APD

Common Stock

New York Stock Exchange

0.80%

0.8

 

Aptiv PLC

APTV

Ordinary Share

New York Stock Exchange

2.98%

2.98

 

Bloom Energy Corporation

BE

Class A Common Stock

New York Stock Exchange

0.89%

0.89

 

Bright Horizons Family Solutions Inc.

BFAM

Common Stock

New York Stock Exchange

2.45%

2.45

 

Ball Corporation

BLL

Common Stock

New York Stock Exchange

0.66%

0.66

 

Boston Scientific Corporation

BSX

Common Stock

New York Stock Exchange

0.59%

0.59

 

Caterpillar Inc.

CAT

Common Stock

New York Stock Exchange

2.19%

2.19

 

Crown Holdings, Inc.

CCK

Common Stock.

New York Stock Exchange

0.51%

0.51

 

Chegg, Inc.

CHGG

Common Stock

New York Stock Exchange

2.19%

2.19

 

Cummins Inc.

CMI

Common Stock

New York Stock Exchange

1.85%

1.85

 

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 prospectus supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.


 

Centene Corporation

CNC

Common Stock

New York Stock Exchange

0.42%

0.42

 

Cree, Inc.

CREE

Common Stock

The Nasdaq Stock Market LLC

1.08%

1.08

 

CrowdStrike Holdings, Inc.

CRWD

Class A Common Stock

The Nasdaq Stock Market LLC

1.12%

1.12

 

Darling Ingredients Inc.

DAR

Common Stock

New York Stock Exchange

1.36%

1.36

 

Deere & Company 

DE

Common Stock

New York Stock Exchange

1.91%

1.91

 

D.R. Horton, Inc.

DHI

Common Stock

New York Stock Exchange

1.85%

1.85

 

Duke Energy Corporation

DUK

Common Stock

New York Stock Exchange

1.88%

1.88

 

Dycom Industries, Inc.

DY

Common Stock

New York Stock Exchange

0.86%

0.86

 

EMCOR Group, Inc.

EME

Common Stock

New York Stock Exchange

0.99%

0.99

 

Enphase Energy, Inc.

ENPH

Common Stock

The Nasdaq Stock Market LLC

1.21%

1.21

 

EnerSys

ENS

Common Stock

New York Stock Exchange

0.59%

0.59

 

Eversource Energy

ES

Common Share

New York Stock Exchange

1.12%

1.12

 

Edwards Lifesciences Corporation

EW

Common Stock

New York Stock Exchange

0.65%

0.65

 

Eagle Materials Inc.

EXP

Common Stock

New York Stock Exchange

0.63%

0.63

 

Freeport-McMoRan Inc.

FCX

Common Stock

New York Stock Exchange

1.01%

1.01

 

First Solar, Inc.

FSLR

Common Stock

The Nasdaq Stock Market LLC

1.20%

1.2

 

Fortinet, Inc.

FTNT

Common Stock

The Nasdaq Stock Market LLC

0.43%

0.43

 

Graphic Packaging Holding Company

GPK

Common Stock

New York Stock Exchange

1.43%

1.43

 

HCA Healthcare, Inc.

HCA

Common Stock

New York Stock Exchange

1.70%

1.7

 

Humana, Inc.

HUM

Common Stock

New York Stock Exchange

0.48%

0.48

 

Hexcel Corporation

HXL

Common Stock

New York Stock Exchange

1.15%

1.15

 

Itron, Inc.

ITRI

Common Stock

The Nasdaq Global Select Market

0.59%

0.59

 

Jacobs Engineering Group, Inc.

J

Common Stock

New York Stock Exchange

0.93%

0.93

 

Jabil, Inc.

JBL

Common Stock

New York Stock Exchange

1.13%

1.13

 

KBR, Inc.

KBR

Common Stock

New York Stock Exchange

1.90%

1.9

 

Lennar Corporation

LEN

Class A Common Stock

New York Stock Exchange

1.81%

1.81

 

Livent Corporation

LTHM

Common Stock

New York Stock Exchange

1.18%

1.18

 

Medtronic Public Limited Company

MDT

Ordinary Share

New York Stock Exchange

1.81%

1.81

 

Macquarie Infrastructure Corporation

MIC

Common Stock

New York Stock Exchange

1.21%

1.21

 

Martin Marietta Materials, Inc.

MLM

Common Stock

New York Stock Exchange

0.73%

0.73

 

Molina Healthcare, Inc.

MOH

Common Stock

New York Stock Exchange

0.51%

0.51

 

Meritage Homes Corporation

MTH

Common Stock

New York Stock Exchange

1.42%

1.42

 

MasTec, Inc.

MTZ

Common Stock

New York Stock Exchange

1.25%

1.25

 

Maxim Integrated Products, Inc.

MXIM

Common Stock

The Nasdaq Global Select Market

2.26%

2.26

 

NextEra Energy, Inc.

NEE

Common Stock

New York Stock Exchange

1.09%

1.09

 

Universal Display Corporation

OLED

Common Stock

The Nasdaq Stock Market LLC

1.23%

1.23

 

Ormat Technologies, Inc.

ORA

Common Stock

New York Stock Exchange

1.43%

1.43

 

Oshkosh Corporation

OSK

Common Stock

New York Stock Exchange

1.31%

1.31

 

Palo Alto Networks, Inc.

PANW

Common Stock

New York Stock Exchange

0.98%

0.98

 

Quanta Services, Inc.

PWR

Common Stock

New York Stock Exchange

0.87%

0.87

 

Renewable Energy Group, Inc.

REGI

Common Stock

The Nasdaq Global Market

1.79%

1.79

 

Sturm, Ruger & Company, Inc.

RGR

Common Stock

New York Stock Exchange

1.26%

1.26

 

Rockwell Automation, Inc.

ROK

Common Stock

New York Stock Exchange

1.11%

1.11

 

Rapid7, Inc.

RPD

Common Stock

The Nasdaq Global Market

1.13%

1.13

 

Sunrun Inc.

RUN

Common Stock

The Nasdaq Global Select Market

0.68%

0.68

 

Solaredge Technologies, Inc.

SEDG

Common Stock

The Nasdaq Global Select Market

0.48%

0.48

 

SunPower Corporation

SPWR

Common Stock

The Nasdaq Global Select Market

3.93%

3.93

 

Steel Dynamics, Inc.

STLD

Common Stock

The Nasdaq Global Select Market

2.21%

2.21

 

Summit Materials, Inc.

SUM

Class A Common Stock

New York Stock Exchange

0.43%

0.43

 

Smith & Wesson Brands, Inc.

SWBI

Common Stock

The Nasdaq Global Select Market

1.17%

1.17

 

Stryker Corporation

SYK

Common Stock

New York Stock Exchange

1.42%

1.42

 

Tenet Healthcare Corporation

THC

Common Stock

New York Stock Exchange

1.18%

1.18

 

TPI Composites, Inc.

TPIC

Common Stock

The Nasdaq Global Market

0.79%

0.79

 

Tesla, Inc.

TSLA

Common Stock

The Nasdaq Global Market

2.98%

2.98

 

Universal Health Services, Inc.

UHS

Class B Common Stock

New York Stock Exchange

1.25%

1.25

 

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 prospectus supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.


 

UnitedHealth Group Incorporated

UNH

Common Stock

New York Stock Exchange

1.05%

1.05

 

United Rentals, Inc.

URI

Common Stock

New York Stock Exchange

0.73%

0.73

 

Vulcan Materials Company

VMC

Common Stock

New York Stock Exchange

0.67%

0.67

 

Valmont Industries, Inc.

VMI

Common Stock

New York Stock Exchange

1.15%

1.15

 

Xylem Inc.

XYL

Common Stock

New York Stock Exchange

1.57%

1.57

 

Zimmer Biomet Holdings, Inc.

ZBH

Common Stock

New York Stock Exchange

1.26%

1.26

 

 

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 prospectus supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.


 

 

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 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 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 prospectus supplement dated January 21, 2021

Prospectus supplement dated July 1, 2020

Prospectus dated July 1, 2020

RISK FACTORS

An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary prospectus supplement, 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 prospectus supplement 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 prospectus 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

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

You May Lose Your Entire Investment in the Notes

Your Notes Do Not Bear Interest

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

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

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

As of the Date of this Prospectus Supplement, There is No History for the Closing Levels of the Basket

Past Basket Stock Performance is No Guide to Future Performance

Hypothetical Past Basket Performance is No Guide to Future Performance

There Is Limited Hypothetical Historical Information About the Basket

The Return on Your Notes Will Not Reflect Any Dividends Paid on the Basket Stocks

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

In Some Circumstances, the Payment You Receive On the Notes May Be Based On the Securities of Another Company and Not the Issuer of a Basket Stock

The Lower Performance of One or More Basket Stocks May Offset an Increase in the Other Basket Stocks

Your Notes are Linked to the Basket Stocks and Therefore the Price Movements of Those Stocks

If the Level of the Basket Changes, the Market Value of Your Notes May Not Change in the Same Manner

There is No Affiliation Between the Basket Stock Issuers and Us and We Are Not Responsible for Any Disclosure By Any of the Basket Stock Issuers

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 Basket Stock Issuers or Other Entities That Are Involved in the Transaction

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 prospectus supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.


 

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

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

As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Notes, When Your Notes Mature, and the Amount You Receive at Maturity

Your Notes May Not Have an Active Trading Market

You Have Limited Anti-Dilution Protection

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

The Calculation Agent Can Postpone the Determination Date If a Market Disruption Event or Non-Trading Day With Respect to Any Basket Stock Occurs

Certain Considerations for Insurance Companies and Employee Benefit Plans

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 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 securities in the event of the resolution of Group Inc.

The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders

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 prospectus supplement and related documents for a more detailed description of the underlier, the terms of the notes and certain risks.


 

 

 

 

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