Amendment No. 1 dated January 15, 2021 to the Free Writing Prospectus pursuant to Rule 433 dated January 13, 2021 / Registration Statement No. 333-239610

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

GS Finance Corp.

 

Jump Securities with Auto-Callable Feature Based on the Value of the Worst-Performing of the S&P 500® Index and the Russell 2000® Index due February 3, 2027

Principal At Risk Securities

 

The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.

You should read the accompanying preliminary pricing supplement dated January 13, 2021, 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

Issuer / Guarantor:

GS Finance Corp. / The Goldman Sachs Group, Inc.

Underlying indexes:

S&P 500® Index and Russell 2000® Index

Pricing date:

expected to price on or about January 29, 2021

Original issue date:

expected to be February 3, 2021

Call observation dates:

as set forth under “Call observation dates” below

Call payment dates:

as set forth under “Call payment dates” below

Valuation date:

expected to be January 29, 2027

Stated maturity date:

expected to be February 3, 2027

Automatic call feature:

if, as measured on any call observation date, the index closing value of each underlying index is greater than or equal to its initial index value, your securities will be automatically called and you will receive for each $10 principal amount an amount in cash equal to the sum of (i) $10 plus (ii) the product of $10 times the call premium amount applicable to the corresponding call observation date. No payments will be made after the call payment date.

Payment at maturity:

if the final index value of each underlying index is greater than or equal to its initial index value (i) $10 plus (ii) the product of $10 times the maturity date premium amount; or

if the final index value of any underlying index is less than its initial index value but the final index value of each underlying index is greater than or equal to its downside threshold level, $10; or

if the final index value of any underlying index is less than its downside threshold level, the product of $10 times the worst performing index performance factor

This amount will be less than the stated principal amount of $10, will represent a loss of more than 20.00% and could be zero.

Initial index value:

with respect to each underlying index, the index closing value of such underlying index on the pricing date

Final index value:

with respect to each underlying index, the index closing value of such underlying index on the valuation date

Downside threshold level:

with respect to each underlying index, 80.00% of such underlying index’s initial index value

Call premium amount:

with respect to any call observation date, the applicable call premium amount set forth under “Call premium amount” below

Maturity date premium amount (set on the pricing date):

at least 49.80%

Index performance factor:

with respect to each underlying index, the final index value / the initial index value

Worst performing underlying index:

the underlying index with the lowest index performance factor

Worst performing index performance factor:

the index performance factor of the worst performing underlying index

CUSIP / ISIN:

36259U436 / US36259U4360

Estimated value range:

$8.50 to $8.80 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

 

 

 

Call observation dates

Call payment dates

Call premium amount

February 7, 2022

February 10, 2022

at least 8.30%

January 30, 2023

February 2, 2023

at least 16.60%

January 29, 2024

February 1, 2024

at least 24.90%

January 29, 2025

February 3, 2025

at least 33.20%

January 29, 2026

February 3, 2026

at least 41.50%

 

 

Hypothetical Payment Amount At Maturity*

The Securities Have Not Been Automatically Called

Hypothetical Final Index Value of the Worst Performing Underlying Index

(as Percentage of Initial Index Value)

Hypothetical Payment at Maturity

if the Securities Have Not Been Automatically Called on a Call Observation date (as Percentage of Stated Principal Amount)

175.000%

149.800%

150.000%

149.800%

130.000%

149.800%

120.000%

149.800%

110.000%

149.800%

105.000%

149.800%

100.000%

149.800%

90.000%

100.000%

85.000%

100.000%

80.000%

100.000%

79.999%

79.999%

50.000%

50.000%

30.000%

30.000%

25.000%

25.000%

0.000%

0.000%

*assumes a maturity date premium amount of 49.80%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 underlying indexes (including historical index closing values), the terms of the securities and certain risks.

 

 

 

About Your Securities

The amount that you will be paid on your securities is based on the performance of the worst performing of the S&P 500® Index and the Russell 2000® Index. The securities may be automatically called on any call observation date.

Your securities will be automatically called if the index closing value of each underlying index on any call observation date is greater than or equal to its initial index value (set on the pricing date), resulting in a payment on the applicable call payment date equal to (i) the principal amount of your securities plus (ii) such principal amount times the call premium amount applicable to such call observation date. No payments will be made after the call payment date.          

At maturity, if not previously not previously called, (i) if the final index value of each underlying index on the valuation date is greater than or equal to its initial index value, the return on your securities will be positive and equal to at least 49.80% (set on the pricing date); or (ii) if the final index value of any underlying index on the valuation date is less than its initial index value but the final index value of each underlying index is greater than or equal to its downside threshold level, you will receive the principal amount of your securities; or (iii) if the final index value of any underlying index is less than its downside threshold level, you will receive a payment at maturity based on the performance of the underlying index with the lowest index performance factor. You will not participate in any appreciation of the underlying indexes. If the final index value of each underlying index is less than the downside threshold level, you will lose a significant portion or all of your investment.

The securities are for investors who seek a return of between at least 8.30% and at least 49.80%, depending on if and when the securities are automatically called, in exchange for the risk of losing all or a significant portion of the principal amount of their securities if the securities remain outstanding to maturity.

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. 15, 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, underlier supplement no. 15, 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, underlier supplement no. 15, general terms supplement no. 8,671 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The securities are notes that 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: