Registration Statement No. 333-253421
Summary of Terms |
Company (Issuer) and Guarantor: | GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
Underlier: | the S&P 500® Index (current Bloomberg symbol: “SPX Index”) |
Pricing date: | expected to be June 30, 2022 |
Issue date: | expected to be July 6, 2022 |
Determination date: | the last coupon observation date, expected to be June 24, 2024 |
Stated maturity date: | expected to be June 27, 2024 |
Initial underlier level: | the closing level of the underlier on the pricing date |
Final underlier level: | the closing level of the underlier on the determination date |
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 |
Company’s redemption right (automatic call feature): | if a redemption event occurs, then the outstanding face amount will be automatically redeemed in whole and the company will pay, in addition to the contingent coupon then due, an amount in cash on the following call payment date, for each $1,000 of the outstanding face amount, equal to $1,000 |
Redemption event: | a redemption event will occur if, as measured on any call observation date, the closing level of the underlier is greater than or equal to the initial underlier level |
Downside threshold level: | 60% of the initial underlier level |
Contingent coupon: | ●if the closing level of the underlier on the related coupon observation date is greater than or equal to the coupon threshold level, at least $10 (at least 1% quarterly, or the potential for up to at least 4% per annum); or ●if the closing level of the underlier on the related coupon observation date is less than the coupon threshold level, $0 |
Coupon threshold level: | 60% of the initial underlier level |
Call observation dates: | expected to be each coupon observation date commencing in December 2022 and ending in March 2024 |
Call payment dates: | expected to be the third business day after each call observation date |
Coupon observation dates: | expected to be the 24th day of each March, June, September and December, commencing in September 2022 and ending in June 2024 |
Coupon payment dates: | expected to be the third business day after each coupon observation date |
Payment amount at maturity (for each $1,000 face amount of your securities): | •if the underlier return is greater than or equal to -40% (the final underlier level is greater than or equal to 60% of the initial underlier level), $1,000 plus a contingent coupon; or •if the underlier return is less than -40% (the final underlier level is less than 60% of the initial underlier level), the sum of (i) $1,000 plus (ii) the product of (a) the underlier return times (b) $1,000 |
Underwriting discount: | up to 2.25% 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 2.25% 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 1.25% 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. |
CUSIP/ISIN: | 40057MG45 / US40057MG459 |
Tax consequences: | See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary prospectus supplement |
* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.10% 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. |
Hypothetical Payment Amount at Maturity |
If the securities are not automatically called prior to maturity and the underlier return is less than -40%, you will have full downside exposure to the decrease in the level of the underlier from the initial underlier level, and you will lose more than 40%, and possibly all, of the face amount of your securities.
You should read the accompanying preliminary prospectus supplement dated June 24, 2022, 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.
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:
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 prospectus 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 prospectus 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 prospectus supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
Is the final underlier level greater than the initial underlier level? Yes On the stated maturity date we will pay you, for each $1,000 face amount of your securities, an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the participation rate times (c) the underlier return, subject to the maximum settlement amount No Is the final underlier greater than or equal to the buffer level? Yes On the stated maturity date we will pay you, for each $1,000 face amount of your securities, an amount in cash equal to $1,000 No On the stated maturity date we will pay you, for each $1,000 face amount of your securities, an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the sum of the underlier return plus the buffer amount
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. 27, product summary 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, underlier supplement no. 27, product summary 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, underlier supplement no. 27, product summary supplement and preliminary prospectus supplement if you so request by calling (212) 357-4612.
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary prospectus supplement, accompanying underlier supplement no. 27, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary prospectus supplement (but not those discussed in the accompanying underlier supplement no. 27, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Additional Risk Factors Specific to Your Securities” in the accompanying preliminary prospectus supplement, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 27, 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
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 Issue Price Of Your Securities |
▪ | The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor |
▪ | You May Lose Your Entire Investment in the Securities |
▪ | The Return on Your Securities May Change Significantly Despite Only a Small Change in the Level of the Underlier |
▪ | You May Not Receive a Contingent Coupon on Any Coupon Payment Date |
▪ | A Higher Contingent Coupon, a Lower Coupon Threshold Level and/or a Lower Downside Threshold Level May Reflect Greater Expected Volatility of the Underlier, and Greater Expected Volatility Generally Indicates An Increased Risk of Declines in the Level of the Underlier and, Potentially, a Significant Loss at Maturity |
▪ | Your Securities Are Subject to Automatic Redemption |
▪ | The Contingent Coupon Does Not Reflect the Actual Performance of the Underlier from the Pricing Date to Any Coupon Observation Date or from Coupon Observation Date to Coupon Observation Date |
▪ | 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 |
▪ | As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Securities, When Your Securities Mature and the Amount You Receive at Maturity |
▪ | Your Securities May Not Have an Active Trading Market |
▪ | The Calculation Agent Can Postpone a Coupon Observation Date or the Determination Date, as the Case May Be, If a Market Disruption Event or a Non-Trading Day Occurs or is Continuing |
Risks Related to Conflicts of Interest
▪ | Hedging Activities by Goldman Sachs or Our Distributors (including WFS) May Negatively Impact Investors in the Securities and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Securities |
▪ | Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients, Could Negatively Impact Investors in the Securities |
▪ | Goldman Sachs’ or Our Distributors’ Market-Making Activities Could Negatively Impact Investors in the Securities |
▪ | You Should Expect That Goldman Sachs’ or Our Distributors’ 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 Securities | |
▪ | Goldman Sachs and Our Distributors Regularly Provide Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Underlier Sponsor or the Issuers of the Underlier Stocks or Other Entities That Are Involved in the Transaction | |
▪ | The Offering of the Securities 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 Securities May Not Have the Same Interests as You |
Additional Risks Related to the Underlier
▪ | Except to the Extent The Goldman Sachs Group, Inc. and Wells Fargo & Company (the parent company of WFS) Are Companies Whose Common Stock Comprises the S&P 500® Index, There Is No Affiliation Between the Underlier Stock Issuers or the Underlier Sponsor and Us or WFS |
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 - Nasdaq-100 Index®” on page S-60 of the accompanying underlier supplement no. 27
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 prospectus supplement and related documents for a more detailed description of the underlier, the terms of the securities and certain risks.
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