Free Writing Prospectus pursuant to Rule 433 dated August 13, 2020

Registration Statement No. 333-239610

 

 

Leveraged Technology Select Sector SPDR® Fund-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 the Technology Select Sector SPDR® Fund as measured from the trade date to and including the determination date.

The return on your notes is linked to the performance of the underlier, and not to that of the underlying index on which the underlier is based. The performance of the underlier may significantly diverge from that of its underlying index. The underlying index was reconstituted in September 2018, removing companies such as Alphabet, Inc., Facebook Inc., AT&T Inc. and Verizon Communications, Inc., which previously represented a significant percentage of the underlier. As a result, the current composition of the underlier and its underlying index is significantly different from that of the underlier and its underlying index before such changes and any performance information prior to September 2018 should not be taken into account when considering past or future performance of the underlying index or the underlier.

If the final underlier level on the determination date is greater than the initial underlier level, the return on your notes will be positive and will equal 1.5 times the underlier return, subject to the maximum settlement amount.

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

You should read the accompanying preliminary pricing supplement dated August 13, 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:

40057CND9 / US40057CND91

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Underlier:

the Technology Select Sector SPDR® Fund (current Bloomberg symbol: “XLK UP Equity”)

Underlying index:

the Technology Select Sector Index

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

▪if the underlier return is positive, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 1.5 times (c) the underlier return, subject to the maximum settlement amount;

▪if the underlier return is zero or negative, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the underlier return;

Initial underlier level:

to be determined on the trade date

Final underlier level:

the closing level of the underlier on the determination date

Cap level:

expected to be between 116.96% and 119.9%

Maximum settlement amount:

expected to be between $1,254.4 and $1,298.5

Participation rate:

150%

Underlier return:

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

Trade date:

 

Settlement date:

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

Determination date:

expected to be between 13 and 15 months following the trade date

Stated maturity date:

expected to be the second scheduled business day following the determination date

Estimated value range:

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

 

Hypothetical Payment Amount At Maturity*

 

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

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

200.000%

125.440%

175.000%

125.440%

125.000%

125.440%

116.960%

125.440%

115.000%

122.500%

110.000%

115.000%

105.000%

107.500%

100.000%

100.000%

75.000%

75.000%

50.000%

50.000%

25.000%

25.000%

0.000%

0.000%

 

 

 

 

*assumes a cap level of 116.96% of the initial underlier 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 pricing 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, 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, 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, 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 E 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:

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, 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 and “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 8,671, 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

▪

The Amount Payable on Your Notes 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 Notes

▪

Your Notes Do Not Bear Interest

▪

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

▪

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 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

▪

The Policies of the Investment Advisor of the Underlier, SSGA Funds Management, Inc., and the Sponsor of the

Underlying Index, S&P, Could Affect the Amount Payable on Your Notes and Their Market Value

▪

There Are Risks Associated with the Underlier

▪

The Technology Select Sector SPDR® Fund and the Underlying Index are Different and the Performance of the Technology Select Sector SPDR® Fund May Not Correlate With the Performance of the Underlying Index

▪

The Technology Select Sector SPDR® Fund is Concentrated in the Information Technology Sector and Does Not Provide Diversified Exposure

▪

The Technology Select Sector SPDR® Fund May Be Disproportionately Affected By the Performance of a Small Number of Stocks

▪

The Technology Select Sector SPDR® Fund Was Reconstituted in September 2018 Based on Changes to the Technology Select Sector Index and No Longer Provides Exposure to Certain Companies that Were Previously Included in the Technology Select Sector Index and Heavily Weighted in the Technology Select Sector SPDR® Fund

▪

Limited Historical Information is Available Regarding the Technology Select Sector SPDR® Fund’s Performance Subsequent to the Recent Changes to its Holdings

▪

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

▪

The Tax Consequences of an Investment in Your Notes Are Uncertain

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.

 

▪

Your Notes May Be Subject to the Constructive Ownership Rules

▪

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 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 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.

Goldman Sachs (NYSE:GS)
Historical Stock Chart
Von Mär 2024 bis Apr 2024 Click Here for more Goldman Sachs Charts.
Goldman Sachs (NYSE:GS)
Historical Stock Chart
Von Apr 2023 bis Apr 2024 Click Here for more Goldman Sachs Charts.