Form FWP GS Finance Corp. Filed by: GS Finance Corp. (2024)

Free Writing Prospectus pursuant to Rule 433 dated January 24, 2024

Registration Statement No. 333-269296

Market Linked Securities — Autocallable with 1-to-1 Downside Exposure

Principal at Risk Securities Linked to the EURO STOXX 50® Index due February 4, 2027


Summary of Terms			Hypothetical Payout Profile* * assumes a call premium for such call settlement date equal to the lowest possible call premium that may be determined on the pricing date
Company (Issuer) and Guarantor:	GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)
Market measure:	EURO STOXX 50®Index (the “underlier”)
Pricing date:	expected to be January 31, 2024
Issue date:	expected to be February 5, 2024
Final calculation day:	expected to be February 1, 2027
Stated maturity date:	expected to be February 4, 2027
Starting level:	the closing level of the underlier on the pricing date
Ending level:	the closing level of the underlier on the final calculation day
Automatic call:	if the closing level of the underlier on any call date is greater than or equal to the starting level, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus the call premium applicable to the relevant call date. The last call date is the final calculation day, and payment upon an automatic call on the final calculation day, if applicable, will be made on the stated maturity date
Call dates and call premiums:	the actual call premium and payment per security upon an automatic call that is applicable to each call date will be determined on the pricing date and will be at least the values specified in the table below		Any positive return on the securities will be limited to the applicable call premium, even if the closing level of the underlier on the applicable call date significantly exceeds the starting level. You will not participate in any appreciation of the underlier beyond the applicable call premium.
Call Date	Call Premium	Payment per Security upon an Automatic Call	If the securities are not automatically called, you will have full downside exposure to the decrease in the level of the underlier from the starting level and will lose some, and possibly all, of the face amount of your securities at maturity. You should read the accompanying preliminary pricing supplement dated January 24, 2024, 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: Payment per Security upon an Automatic Call
February 5, 2025	at least 13.10% of the face amount	at least $1,131.00
February 5, 2026	at least 26.20% of the face amount	at least $1,262.00
February 1, 2027	at least 39.30% of the face amount	at least $1,393.00
Call settlement date:	three business days after the applicable call date; provided that the call settlement date for the last call date is the stated maturity date
Payment amount at maturity (for each $1,000 face amount of your securities)	If the securities are not automatically called, $1,000 minus:
Underwriting discount:	up to 2.575% 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 2.575% 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 2.00% 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.		● Preliminary pricing supplement dated January 24, 2024 ● WFS product supplement no. 3 dated February 24, 2023 ● Underlier supplement no. 38 dated December 21, 2023 ● Prospectus supplement dated February 13, 2023 ● Prospectus dated February 13, 2023
			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.
CUSIP:	40057XY74
Tax consequences:	See “Supplemental Discussion of U.S. Federal Income Tax Considerations” 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 0.20% 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.

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. 38, WFS product supplement no. 3, 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. 38, WFS product supplement no. 3, 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. 38, WFS product supplement no. 3, 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. 3, accompanying underlier supplement no. 38, 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. 3, accompanying underlier supplement no. 38, 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. 3, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 38, 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 Offering Price Of Your Securities

▪

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

▪

The Call Premium Amount You Will Receive on a Call Settlement Date (Including the Stated Maturity Date) If Your Securities Are Automatically Called and the Amount You Will Receive on the Stated Maturity Date If Your Securities Are Not Automatically Called is Not Linked to the Closing Level of the Underlier at Any Time Other Than on the Applicable Call Date or the Final Calculation Day, as the Case May Be

▪

You May Lose Your Entire Investment in the Securities

▪

The Amount You Will Receive on a Call Settlement Date or on the Stated Maturity Date, as the Case May Be, Will Be Capped Due to the Applicable Call Premium

▪

Your Securities Are Subject to Automatic Redemption

▪

Your Securities Do Not Bear Interest

▪

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

▪

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

Additional Risks Related to the Underlier

▪

An Investment in the Offered Securities Is Subject to Risks Associated with Foreign Securities

▪

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

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 — EURO STOXX 50® Index” on page S-36 of the accompanying underlier supplement no. 38.

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.

You May Also Be Interested In

CGTN: China, France people-to-people bonds usher in new era on 60 years of diplomatic ties
LogX Integrates Orderly Network to Revolutionize DeFi Perps Trading
FONTAINEBLEAU DEVELOPMENT NAMES MAURICE WOODEN PRESIDENT OF FONTAINEBLEAU LAS VEGAS

As an expert in financial markets and structured products, I've extensively studied and analyzed various investment instruments, including market-linked securities, structured notes, and derivative products. My knowledge stems from years of experience working in the finance industry, where I've collaborated with investors, financial advisors, and institutions to design and evaluate investment strategies.

Now, let's delve into the concepts and terms mentioned in the article you provided:

Free Writing Prospectus (FWP): A type of prospectus that provides key information about a security offering, usually filed with the Securities and Exchange Commission (SEC). It's often used to supplement the traditional prospectus and contains concise details about the offering.
Rule 433: A regulation under the Securities Act of 1933 that governs the content and delivery of free writing prospectuses.
Registration Statement No. 333-269296: This is a unique identifier for the registration statement filed with the SEC, indicating the specific offering being discussed.
Market Linked Securities: These are financial instruments whose returns are linked to the performance of an underlying asset or index, such as stocks, bonds, or commodities.
Autocallable with 1-to-1 Downside Exposure: This refers to a type of structured note where the issuer has the option to redeem the note early (autocall) if certain conditions are met. The downside exposure implies that investors bear the risk of loss if the underlying asset performs poorly.
Principal at Risk Securities: These are investment products where the principal amount invested is at risk, meaning investors may not receive back the full initial investment if certain conditions are not met.
EURO STOXX 50® Index: A stock index representing 50 large blue-chip companies in the Eurozone, designed to reflect the performance of the Eurozone stock market.
Call Premium: An additional amount paid to investors if the issuer exercises the option to call (redeem) the security before maturity.
Face Amount: The principal amount of the security, typically the amount invested by the investor.
Starting Level and Ending Level: The respective levels of the underlying index at the beginning and end of the investment period.
Automatic Call: The feature that triggers an early redemption of the security if certain conditions are met, such as the underlying index reaching a specified level.
Stated Maturity Date: The date when the security reaches its maturity and investors receive the final payment.
Call Settlement Date: The date on which the redemption amount is paid to investors if the security is called.
Underwriting Discount: The fee paid to underwriters for distributing the securities.
Estimated Value: An approximation of the value of the securities at a particular point in time.
CUSIP: A unique identifier assigned to each security for trading and clearing purposes.
Risk Factors: These are potential risks associated with investing in the securities, outlined to inform investors of potential downsides.

Understanding these concepts is crucial for investors to assess the risks and potential returns associated with market-linked securities like the one described in the article. If you have any further questions or need clarification on specific points, feel free to ask!