Form FWP GS Finance Corp. Filed by: GS Finance Corp.
Free Writing Prospectus pursuant to Rule 433 dated January 17, 2023
Registration Statement No. 333-253421
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Market Linked Securities — Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the VanEck Gold Miners ETF due October 25, 2024 |
* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.20% 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.
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Hypothetical Payout Profile* |
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* assumes a contingent fixed return of 23.00% per security.
If the ending price is less than the threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the underlier and will lose more than 25%, and possibly all, of the face amount of your securities at maturity.
You should read the accompanying preliminary pricing supplement dated January 17, 2023, 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:
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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.
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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, 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, 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, WFS product supplement no. 1 and preliminary pricing supplement if you so request by calling (212) 357-4612.
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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 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 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, 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
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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 |
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The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor |
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The Amount Payable on Your Securities Is Not Linked to the Price of the Underlier at Any Time Other Than the Calculation Day |
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You May Lose Your Entire Investment in the Securities |
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The Return on Your Securities May Change Significantly Despite Only a Small Change in the Price of the Underlier |
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Your Securities Do Not Bear Interest |
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The Potential for the Value of Your Securities to Increase Will Be Limited |
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The Return on Your Securities Will Not Reflect Any Dividends Paid on the Underlier or Any Underlier Stock |
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You Have No Shareholder Rights or Rights to Receive Any Shares of the Underlier or Underlier Stock |
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The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors |
Additional Risks Related to the Underlier
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The Policies of the Underlier’s Investment Advisor, Van Eck Associates Corporation, and the Sponsor of its Fund Underlying Index, ICE Data Indices, LLC, Could Affect the Amount Payable on Your Securities and Their Market Value |
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There is No Assurance That an Active Trading Market Will Continue for the Underlier or That There Will Be Liquidity in Any Such Trading Market; Further, the Underlier Is Subject to Management Risks, Securities Lending Risks and Custody Risks |
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The Underlier is Concentrated in Gold and Silver Mining Companies and Does Not Provide Diversified Exposure |
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The Underlier and the Fund Underlying Index are Different and the Performance of the Underlier May Not Correlate with the Performance of the Fund Underlying Index |
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An Investment in the Offered Securities Is Subject to Risks Associated with Foreign Securities |
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Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Result in Material Changes to the Composition of an Underlier with Underlier Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Securities |
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Your Investment in the Securities Will Be Subject to Foreign Currency Exchange Rate Risk |
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Even Though Currencies Trade Around-The-Clock, Your Securities Will Not |
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The Underlier May Be Disproportionately Affected By the Performance of a Small Number of Stocks |
Risks Related to Tax
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Certain Considerations for Insurance Companies and Employee Benefit Plans |
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The Tax Consequences of an Investment in Your Securities Are Uncertain |
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Your Securities May Be Subject to the Constructive Ownership Rules |
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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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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