Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-269296
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GS Finance Corp.
$2,000,000
Autocallable Contingent Coupon S&P 500®
Futures 40% VT Adaptive Response 6% Decrement
Index (USD) ER-Linked Notes due 2027
guaranteed by
The Goldman Sachs Group, Inc. |
If the closing level of the S&P 500® Futures 40%
VT Adaptive Response 6% Decrement Index (USD) ER on any observation date is less than 65% of the initial underlier level, you will
not receive a coupon on the applicable payment date. The amount that you will be paid on your notes is based on the performance of
the index. The notes will mature on the stated maturity date (August 10, 2027), unless automatically called on any observation date commencing
in May 2025 to and including July 2027. Your notes will be automatically called if the closing level of the index on any such observation
date is greater than or equal to the initial underlier level of 547.02 (which was set on February 3, 2025 and is lower than
the closing level of the index on the trade date (February 5, 2025)). If your notes are automatically called, you will receive a payment
on the next payment date (the fifth business day after the relevant observation date) equal to the face amount of your notes plus
a coupon (as described below).
Observation dates are the 3rd day of each month, commencing in March
2025 and ending in August 2027. If on any observation date the closing level of the index is greater than or equal to 65% of the initial
underlier level, you will receive on the applicable payment date a coupon for each $1,000 face amount of your notes equal to $11.584 (1.1584%
monthly, or the potential for up to approximately 13.9% per annum).
The index attempts to provide exposure to the S&P 500®
Futures Excess Return Index with a rules-based overlay that adjusts exposure to the S&P 500® Futures Excess Return
Index on a daily basis. The objective of these rules, taken collectively, is to create an index that provides for volatility-adjusted
exposure to the S&P 500® Futures Excess Return Index, coupled with further adjustments based on calendar-based signals
and price patterns, subject to a maximum exposure of 500% and a maximum daily change in leverage of 100%. In addition, the index is subject
to a daily decrement of 6.0% per annum.
The S&P 500® Futures Excess Return Index tracks the
performance of E-mini S&P 500 futures contracts, not the S&P 500® Index. Generally, the return on an investment
in a futures contract is correlated with, but not the same as, the return on buying and holding the securities underlying such contract.
The index is subject to risks associated with the use of significant
leverage. Investors should be aware that the use of leverage will magnify and accelerate any negative performance of the index. The index
is also subject to a cap on the maximum daily change in leverage of 100%, which may result in the index leveraging up more slowly in the
event of a market rally, and/or deleveraging more slowly in the event of a market sell-off, compared to an identical index that does not
cap the amount of daily leverage change.
In addition, a per annum deduction that is a fixed 6.0% of the index
level, also known as a decrement, is deducted daily, even when the index is not fully invested. The deduction of the decrement has the
effect of offsetting positive returns, and worsening negative returns, on the performance of the index, and the inclusion of the decrement
means the index will trail the performance of an identical index without such a decrement feature. In addition, the index may be significantly
uninvested in the S&P 500® Futures Excess Return Index on any given day, and, in that case, will realize only a portion
of any gains in the appreciation of the S&P 500® Futures Excess Return Index or the E-mini S&P 500 futures contracts
on that day and any uninvested portion will earn no return.
The index attempts to provide exposure to the S&P 500®
Futures Excess Return Index. The S&P 500® Futures Excess Return Index tracks futures contracts on the S&P 500®
Index and is likely to underperform the total return performance of the S&P 500® Index because of an implicit financing
cost.
The description above is only a summary. For a more detailed description
of the index, see “Index Summary” beginning on page PS-3.
The amount that you will be paid on your notes at maturity, if the
notes have not been automatically called, in addition to the final coupon, if any, is based on the performance of the index. The underlier
return is the percentage increase or decrease in the closing level of the index on the determination date (the final observation date,
August 3, 2027) from the initial underlier level.
At maturity, for each $1,000 face amount of your notes, you will receive
an amount in cash equal to:
| · | if the underlier return is greater
than or equal to -35% (the final underlier level is greater than or equal to 65% of the initial underlier level), $1,000
plus a coupon calculated as described above; |
| · | 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) but the underlier return
is less than -35% (the final underlier level is less than 65% of the initial underlier level), $1,000 (you will not receive a 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. You will receive less than 60% of the face amount
of your notes and no coupon. |
You should read the disclosure herein to better understand the terms
and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc., as well as risks associated
with the index, including the use of leverage and a decrement. See page PS-14.
The estimated value of your notes at the time the terms of your notes
are set on the trade date is equal to approximately $968 per $1,000 face amount. For a discussion of the estimated value and the price
at which Goldman Sachs & Co. LLC would initially buy or sell your notes, if it makes a market in the notes, see the following page.
| Original issue date: |
February 12, 2025 |
Original issue price: |
100% of the face amount |
| Underwriting discount: |
0% of the face amount |
Net proceeds to the issuer: |
100% of the face amount |
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to
the contrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or
any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Goldman Sachs & Co. LLC
Pricing Supplement No. 17,633 dated February 5,
2025.
The issue price, underwriting discount and net proceeds listed above
relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at
issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive
or negative) on your investment in notes will depend in part on the issue price you pay for such notes.
GS Finance Corp. may use this prospectus in the initial sale of the
notes. In addition, Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use this prospectus in a market-making
transaction in a note after its initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in
the confirmation of sale, this prospectus is being used in a market-making transaction.
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Estimated Value of Your Notes
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 Goldman Sachs & Co. LLC (GS&Co.) and taking into
account our credit spreads) is equal to approximately $968 per $1,000 face amount, which is less than the original issue price. The value
of your notes at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.’s
customary bid and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, which it is not obligated
to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately the estimated value
of your notes at the time of pricing, plus an additional amount (initially equal to $32 per $1,000 face amount).
Prior to May 12, 2025, the price (not including GS&Co.’s
customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market, which it is not obligated to do)
will equal approximately the sum of (a) the then-current estimated value of your notes (as determined by reference to GS&Co.’s
pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the
time of pricing through May 11, 2025). On and after May 12, 2025, the price (not including GS&Co.’s customary bid and ask spreads)
at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately the then-current estimated value of your
notes determined by reference to such pricing models.
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About Your Prospectus
The notes 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 prospectus includes this pricing supplement
and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents listed below, does not
set forth all of the terms of your notes and therefore should be read in conjunction with such documents:
●
S&P 500® Futures Adaptive Response Indices Supplement No. 1 dated January 31, 2025
●
Amendment No. 1 to S&P 500® Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER Supplement Addendum dated January 31, 2025
●
General terms supplement no. 8,999 dated February 13, 2023
●
Prospectus supplement dated February 13, 2023
●
Prospectus dated February 13, 2023
The information in this pricing supplement supersedes any conflicting
information in the documents listed above. In addition, some of the terms or features described in the listed documents may not apply
to your notes.
We refer to the notes we are offering by this pricing supplement as
the “offered notes” or the “notes”. Each of the offered notes has the terms described below. Please note that
in this pricing supplement, references to “GS Finance Corp.”, “we”, “our” and “us” mean
only GS Finance Corp. and do not include its subsidiaries or affiliates, references to “The Goldman Sachs Group, Inc.”, our
parent company, mean only The Goldman Sachs Group, Inc. and do not include its subsidiaries or affiliates and references to “Goldman
Sachs” mean The Goldman Sachs Group, Inc. together with its consolidated subsidiaries and affiliates, including us. The notes will
be issued under the senior debt indenture, dated as of October 10, 2008, as supplemented by the First Supplemental Indenture, dated as
of February 20, 2015, each among us, as issuer, The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee.
This indenture, as so supplemented and as further supplemented thereafter, is referred to as the “GSFC 2008 indenture” in
the accompanying prospectus supplement.
The notes will be issued in book-entry form and represented by master
note no. 3, dated March 22, 2021.
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Index
Summary
This section contains only a brief summary description
of the index and does not describe all of its important features in detail. The index is complex and before investing in the notes, you
must carefully review the more detailed description of the index contained in the S&P 500® Futures Adaptive Response
Indices Supplement No. 1 dated January 31, 2025, as well as the risk factors related to the index under “Additional Risk Factors
Specific to Your Notes – Additional Risks Related to the Underlier” herein.
All information contained in this pricing supplement
regarding the S&P 500® Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER set forth in the table below (the
“index”), including, without limitation, its constituents, method of calculation and changes in their components, has
been derived from publicly available information and other information provided by S&P Dow Jones Indices (the “index sponsor”
and “index calculation agent”), without independent verification. This information reflects the policies of, and is
subject to change by, the index sponsor. The index was developed by the index sponsor, in coordination with an affiliate of GS Finance
Corp. The index is maintained by the index sponsor and is calculated and published by the index calculation agent. The index sponsor has
no obligation to continue to publish, and may discontinue the publication of, the index. We also refer to the index as the “underlier”
in this pricing supplement.
| Index |
Bloomberg
Ticker |
Underlying
Asset |
Underlying
Futures Index |
Reference
Index |
Volatility
Target |
Maximum
Leverage |
Decrement
Factor |
Live Date |
| S&P 500® Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER |
SPAR4V6 |
Unfunded rolling position in E-mini S&P 500 futures |
S&P 500® Futures Excess Return Index |
S&P 500® Index |
40% |
500% |
6% |
December
27, 2024 |
The index was established on the live date set forth
in the table above. The index is reported by the Bloomberg Professional® service (“Bloomberg”) under
the ticker symbol set forth in the table above.
Summary Overview
The Index
The index attempts to provide exposure to the underlying
futures index, the S&P 500® Futures Excess Return Index, with a rules-based overlay that adjusts exposure to the underlying
futures index on a daily basis. The index uses three primary rules to provide these adjustments:
| · | leverage is applied to the weight of the underlying futures index to attempt
to achieve a predefined volatility target (the volatility target for the index is set forth in the table above) (the “volatility
target”), with a maximum exposure to the underlying futures index of 500% and a cap on the maximum daily change in exposure
of 100%; |
| · | a base index is calculated for the index (“base index”),
which is designed to adjust exposure to the underlying futures index using certain calendar-based signals and price patterns (collectively,
the “signals”) in an attempt to overweight or underweight exposures depending on market conditions, including: |
| o | a “mean reversion signal,” which is based upon the assumption that in the short-term, the underlying futures index will
increase or decrease in value in the opposite direction of the short-term historical increases or decreases in its value; |
| o | a “Federal Open Market Committee schedule (“FOMC”) signal,” which is based on the assumption that equities
may outperform going into and on the days on which there is a scheduled release of a statement by the FOMC to announce monetary policies
(an “FOMC statement day”); and |
| o | “turn-of-the-month signals,” which are based on the assumption that equities may mean revert during the final days of
a given month if equities performed negatively that month while the first days of a new month generally yield positive returns for equity
securities; |
| · | a per annum deduction that is a fixed percentage of the index level, also
known as a decrement, is applied daily, which has the effect of offsetting positive returns, and worsening negative returns, on the performance
of the index and will result in a drag on the performance of the index. |
The objective of these rules, taken collectively,
is to create an index that provides for volatility-adjusted exposure to the underlying futures index, coupled with further adjustments
based on the signals and their underlying assumptions described above. In addition, the inclusion of a decrement is intended to permit
the economic terms of structured investments linked to the index to be more favorable to investors than the terms that would otherwise
be available on a hypothetical identical index without a decrement, assuming that the estimated value of the structured investments and
market conditions are held constant and that all other structural features of the structured investments are the same.
However, the methodology of the index is premised
on several key market-based assumptions:
| · | that there will be an inverse relationship between performance and volatility,
so that the underlying futures index will tend to increase in times of lower volatility and decline in times of higher volatility; |
| · | that the signals will be effective at adjusting the index’s exposure
to the underlying futures index and that its underlying assumptions about market performance and timing will be accurate; and |
| · | that any improvement in the economic terms of a structured investment linked
to the index will be sufficient to offset the negative effect of the application of a daily decrement to index performance. |
If these assumptions prove to be consistently correct,
then a structured investment linked to the index has the potential to outperform a structured investment linked to the underlying futures
index by participating in increases on a leveraged basis and declines on a deleveraged basis. There is no guarantee, however, that these
assumptions will be proven correct over any given time period. If any of these assumptions does not prove to be consistently correct,
then the index may perform poorly as a result of having highly leveraged exposure to the underlying futures index at a time of declines
and/or having reduced exposure to the underlying futures index at a time of increases. In addition, the return on a structured investment
linked to the index could be materially lower than the return on a structured investment issued by us and linked to a hypothetical identical
index without a decrement.
The index is subject to risks associated with the
use of significant leverage, which may be as high as up to 500%. The maximum daily change in leverage to the underlying futures index
is 100%, which may result in the index leveraging up more slowly in the event of a market rally compared to an identical index that does
not cap the amount of daily leverage change. In addition, the same feature may result in the index deleveraging less quickly in the event
of a market drawdown compared to an identical index that does not have a cap on daily leverage change. In addition, the index may be significantly
uninvested in the underlying futures index on any given day, and, in that case, will realize only a portion of any gains in the appreciation
of the underlying futures index or underlying asset on that day. In addition, on each index calculation day, the aggregate weight of the
signals in the base index cannot increase or decrease by more than 35% from the previous index calculation day. As a result, the performance
of the index may be worse than if no cap on the increase or decrease of the aggregate weight of the signals in the base index were applied.
Moreover, the aggregate weight of the signals in the base index plus 100% (the “base weight”) cannot exceed 135% and
cannot effectively go lower than 90% based on how the signals are formulated. In addition, the index decrement is deducted daily from
the index at a rate of 6% per annum, even when the index is not fully invested. Any portion of the index that is uninvested in the underlying
futures index cannot offset the decrement or contribute to the positive performance of the index and will not earn any return. Because
of the deduction of the decrement, the index will trail the performance of an identical index without such a decrement feature.
No assurance can be given that the investment strategy
used to construct the index will achieve its intended results or that a structured investment linked to the index will be successful or
will outperform a structured investment linked to any alternative index or strategy that might reference the underlying futures index
or underlying asset.
Terms
AND CONDITIONS
CUSIP / ISIN: 40058GS28 / US40058GS280
Company (Issuer): GS Finance Corp.
Guarantor: The Goldman Sachs Group, Inc.
Underlier: the S&P 500® Futures
40% VT Adaptive Response 6% Decrement Index (USD) ER (current Bloomberg symbol: “SPAR4V6 Index”), or any successor underlier,
as it may be modified, replaced or adjusted from time to time as provided herein. The level of the underlier reflects a deduction of 6.0%
per annum that accrues daily.
Underlying futures index: with respect to the S&P 500®
Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER, the S&P 500® Futures Excess Return Index
Underlying asset: with respect to the S&P 500®
Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER, the E-mini S&P 500 futures contracts
Reference index: with respect to the S&P 500®
Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER, the S&P 500® Index
Face amount: $2,000,000 in the aggregate on the original issue
date; the aggregate face amount may be increased if the company, at its sole option, decides to sell an additional amount on a date subsequent
to the trade date
Authorized denominations: $1,000 or any integral multiple of
$1,000 in excess thereof
Principal amount: Subject to redemption by the company
as provided under “— Company’s redemption right (automatic call feature)” below, on the stated maturity date,
in addition to the final coupon, if any, the company will pay, for each $1,000 of the outstanding face amount, an amount, if any, in cash
equal to the cash settlement amount.
Cash settlement amount:
| · | if the final underlier level is greater than or equal to the trigger
buffer level, $1,000; or |
| · | if the final underlier level is less than the trigger buffer level,
the sum of (i) $1,000 plus (ii) the product of (a) the underlier return times (b) $1,000 |
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 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
Initial underlier level: 547.02 (the closing level of the underlier
on February 3, 2025, which is lower than the closing level of the underlier on the trade date)
Final underlier level: the closing level of the underlier on
the determination date, subject to adjustment as provided in “— Consequences of a market disruption event or non-trading day”
and “— Discontinuance or modification of the underlier” below
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
Trigger buffer level: 60% of the initial underlier level
Coupon: subject to the company’s redemption right, on each
coupon payment date, for each $1,000 of the outstanding face amount, the company will pay an amount in cash equal to:
| · | if the closing level of the underlier on the related coupon observation date
is greater than or equal to the coupon trigger level, $11.584 (1.1584% monthly, or the potential for up to approximately 13.9%
per annum); or |
| · | if the closing level of the underlier on the related coupon observation date
is less than the coupon trigger level, $0 |
The coupon paid on any coupon payment date will be paid to the person
in whose name this note is registered as of the close of business on the regular record date for such coupon payment date. If the coupon
is due at maturity but on a day that is not a coupon payment date, the coupon will be paid to the person entitled to receive the principal
of this note.
Coupon trigger level: 65% of the initial underlier
level
Trade date: February 5, 2025
Original issue date: February 12, 2025
Determination date: the last coupon observation date, August
3, 2027, subject to adjustment as described under “— Coupon observation dates” below
Stated maturity date: August 10, 2027, unless that day is not
a business day, in which case the stated maturity date will be postponed to the next following business day. The stated maturity
date will also be postponed if the determination date is postponed as described under “— Determination date” above.
In such a case, the stated maturity date will be postponed by the same number of business day(s) from but excluding the originally scheduled
determination date to and including the actual determination date.
Call observation dates: each coupon observation date commencing
in May 2025 and ending in July 2027, subject to adjustment as described under “— Coupon observation dates” below
Call payment dates: the fifth business day after each
call observation date, subject to adjustment as provided under “— Call observation dates” above
Coupon observation dates: the 3rd day of each month,
commencing in March 2025 and ending in August 2027, unless the calculation agent determines that a market disruption event occurs or is
continuing on that day or that day is not otherwise a trading day. In that event, the coupon observation date will be the first following
trading day on which the calculation agent determines that a market disruption event does not occur and is not continuing. In no event,
however, will the coupon observation date be postponed to a date later than the originally scheduled coupon payment date (based on the
originally scheduled coupon observation date) or, if the originally scheduled coupon payment date is not a business day, later than the
first business day after the originally scheduled coupon payment date. On such last possible coupon observation date applicable to the
relevant coupon payment date, if a market disruption event occurs or is continuing or such day is not a trading day, that day will nevertheless
be the coupon observation date.
Coupon payment dates: the fifth business day after each coupon
observation date (except that the final coupon payment date will be the stated maturity date), subject to adjustment as described under
“— Coupon observation dates” above
Closing level: for any given trading day, the official closing
level of the underlier or any successor underlier published by the underlier sponsor on such trading day. Notwithstanding anything to
the contrary provided under “— Discontinuance or modification of the underlier” below, if the closing level of the underlier
becomes zero on any trading day, it will remain zero for the remainder of the term of this note (even if the underlier is discontinued
and even if the underlier is restarted with a new base value).
Trading day: a day on which the underlier sponsor is open for
business and the underlier is calculated and published by the underlier sponsor
Successor underlier: any substitute underlier approved by the
calculation agent as a successor underlier as provided under “— Discontinuance or modification of the underlier” below
Underlier sponsor: at any time, the person or entity, including
any successor sponsor, that determines and publishes the underlier as then in effect. The notes are not sponsored, endorsed, sold or promoted
by the underlier sponsor or any of its affiliates and the underlier sponsor and its affiliates make no representation regarding the advisability
of investing in the notes.
Underlier stocks: at any time, the stocks that comprise the reference
index as then in effect, after giving effect to any additions, deletions or substitutions
Market disruption event: With respect to any given trading day,
any of the following will be a market disruption event with respect to the underlier:
| ● | a suspension, absence or material limitation of trading in underlier stocks constituting 20% or more, by weight, of the reference
index on their respective primary markets, in each case for more than two consecutive hours of trading or during the one-half hour before
the close of trading in that market, as determined by the calculation agent in its sole discretion, |
| ● | a suspension, absence or material limitation of trading in option or futures contracts relating to the reference index or to underlier
stocks constituting 20% or more, by weight, of the reference index in the respective primary markets for those contracts, in each case
for more than two consecutive hours of trading or during the one-half hour before the close of trading in that market, as determined by
the calculation agent in its sole discretion, or |
| ● | underlier stocks constituting 20% or more, by weight, of the reference index, or option or futures contracts, if available, relating
to the reference index or to underlier stocks constituting 20% or more, by weight, of the reference index do not trade on what were the
respective primary markets for those underlier stocks or contracts, as determined by the calculation agent in its sole discretion, |
and, in the case of any of these events, the calculation agent
determines in its sole discretion that such event could materially interfere with the ability of the company or any of its affiliates
or a similarly situated person to unwind all or a material portion of a hedge that could be effected with respect to this note.
The following events will not be market disruption events:
| ● | a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in the regular
business hours of the relevant market, and |
| ● | a decision to permanently discontinue trading in option or futures contracts relating to the reference index or to any underlier stock. |
For this purpose, an “absence of trading” in the primary
securities market on which an underlier stock is traded, or on which option or futures contracts relating to the reference index or an
underlier stock are traded, will not include any time when that market is itself closed for trading under ordinary circumstances. In contrast,
a suspension or limitation of trading in an underlier stock or in option or futures contracts, if available, relating to the reference
index or an underlier stock in the primary market for that stock or those contracts, by reason of:
| ● | a price change exceeding limits set by that market, |
| ● | an imbalance of orders relating to that underlier stock or those contracts, or |
| ● | a disparity in bid and ask quotes relating to that underlier stock or those contracts, |
will constitute a suspension or material limitation of trading in that
stock or those contracts in that market.
Consequences of a market disruption event or a non-trading day: If
a market disruption event occurs or is continuing on a day that would otherwise be a coupon observation date or the determination date,
or such day is not a trading day, then such coupon observation date or the determination date will be postponed as described under “—
Coupon observation dates” or “— Determination date” above.
If the calculation agent determines that the closing level of the underlier
that must be used to determine the amount payable on a coupon payment date or the stated maturity date is not available on the last possible
coupon observation date or the last possible determination date because of a market disruption event, a non-trading day or for any other
reason (other than as described under “— Discontinuance or modification of the underlier” below), then the calculation
agent will nevertheless determine the level of the underlier based on its assessment, made in its sole discretion, of the level of the
underlier on that day.
Discontinuance or modification of the underlier: If the underlier
sponsor discontinues publication of the underlier and the underlier sponsor or anyone else publishes a substitute underlier that the calculation
agent determines is comparable to the underlier and approves as a successor underlier, or if the calculation agent designates a substitute
underlier, then the calculation agent will determine the coupon payable, if any, on the relevant coupon payment date, the amount payable
on the call payment date or the amount in cash on the stated maturity date, as applicable, by reference to such successor underlier.
If the calculation agent determines on a coupon observation date or
the determination date, as applicable, that the publication of the underlier is discontinued and there is no successor underlier, the
calculation agent will
determine the coupon or the cash settlement amount, as applicable, on
the related coupon payment date or the stated maturity date, as applicable, by a computation methodology that the calculation agent determines
will as closely as reasonably possible replicate the underlier.
If the calculation agent determines that (i) the underlier, the underlier
stocks or the method of calculating the underlier is changed at any time in any respect — including any addition, deletion or substitution
and any reweighting or rebalancing of the underlier or the underlier stocks and whether the change is made by the underlier sponsor under
its existing policies or following a modification of those policies, is due to the publication of a successor underlier, is due to events
affecting one or more of the underlier stocks or their issuers or is due to any other reason — and is not otherwise reflected in
the level of the underlier by the underlier sponsor pursuant to the then-current underlier methodology of the underlier or (ii) there
has been a split or reverse split of the underlier, then the calculation agent will be permitted (but not required) to make such adjustments
in the underlier or the method of its calculation as it believes are appropriate to ensure that the levels of the underlier used to determine
the coupon or cash settlement amount, as applicable, on the related coupon payment date or the stated maturity date, as applicable, is
equitable.
All determinations and adjustments to be made by the calculation agent
with respect to the underlier may be made by the calculation agent in its sole discretion. The calculation agent is not obligated to make
any such adjustments.
Regular record dates: the scheduled business day immediately
preceding the day on which payment is to be made (as such payment date may be adjusted)
Calculation agent: Goldman Sachs & Co. LLC (“GS&Co.”)
Tax characterization: The holder, on behalf of itself and any
other person having a beneficial interest in this note, hereby agrees with the company (in the absence of a change in law, an administrative
determination or a judicial ruling to the contrary) to characterize this note for all U.S. federal income tax purposes as an income-bearing
pre-paid derivative contract in respect of the underlier.
Overdue principal
rate and overdue coupon rate: the effective Federal Funds rate
HYPOTHETICAL
EXAMPLES
The following examples are provided for purposes of illustration only.
They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate (i) the impact
that various hypothetical closing levels of the underlier on a coupon observation date could have on the coupon payable, if any, on the
related coupon payment date and (ii) the impact that various hypothetical closing levels of the underlier on the determination date could
have on the cash settlement amount at maturity assuming all other variables remain constant.
The examples below are based on a range of underlier levels that are
entirely hypothetical; no one can predict what the closing level of the underlier will be on any day throughout the life of your notes,
what the closing level of the underlier will be on any coupon observation date or call observation date, as the case may be, and what
the final underlier level will be on the determination date. The underlier has been highly volatile in the past — meaning that the
underlier level has changed substantially in relatively short periods — and its performance cannot be predicted for any future period.
The information in the following examples reflects hypothetical rates
of return on the offered notes assuming that they are purchased on the original issue date at the face amount and held to a call payment
date or the stated maturity date. If you sell your notes in a secondary market prior to a call payment date or the stated maturity
date, as the case may be, your return will depend upon the market value of your notes at the time of sale, which may be affected by a
number of factors that are not reflected in the examples below such as interest rates, the volatility of the underlier, the creditworthiness
of GS Finance Corp., as issuer, and the creditworthiness of The Goldman Sachs Group, Inc., as guarantor. In addition, 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. For more information on the estimated value of your notes,
see “Additional Risk Factors Specific to Your Notes — 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” on page PS-14 of this pricing supplement. The information in the examples also reflects the key terms and assumptions
in the box below.
| Key Terms and Assumptions |
| Face amount |
$1,000 |
| Coupon |
$11.584 (1.1584% monthly, or the potential for up to approximately 13.9% per annum) |
| Trigger buffer level |
60% of the initial underlier level |
| Coupon trigger level |
65% of the initial underlier level |
|
The notes are not automatically called, unless otherwise indicated below
Neither a market disruption event nor a non-trading day occurs on any
originally scheduled coupon observation date or call observation date or the originally scheduled determination date
No change in or affecting any of the underlier stocks or the method
by which the underlier sponsor calculates the underlier
Notes purchased on original issue date at the face amount and held to
a call payment date or the stated maturity date
|
For these reasons, the actual performance of the underlier over the
life of your notes, the actual underlier level on any call observation date or coupon observation date, as well as the coupon payable,
if any, on each coupon payment date, may bear little relation to the hypothetical examples shown below or to the historical underlier
level shown elsewhere in this pricing supplement. For information about the underlier levels during recent periods, see “The Underlier
— Historical Closing Levels of the Underlier” on page PS-27. Before investing in the notes, you should consult publicly available
information to determine the level of the underlier between the date of this pricing supplement and the date of your purchase of the notes.
Also, the hypothetical examples shown below do not take into account
the effects of applicable taxes. Because of the U.S. tax treatment applicable to your notes, tax liabilities could affect the after-tax
rate of return on your notes to a comparatively greater extent than the after-tax return on the underlier stocks.
Hypothetical Coupon Payments
The examples below show the hypothetical performance of the underlier
as well as the hypothetical coupons, if any, that we would pay on each coupon payment date with respect to each $1,000 face amount of
the notes if the hypothetical closing level of the underlier on the applicable coupon observation date was the percentage of the initial
underlier level shown.
Scenario 1
| Hypothetical Coupon Observation Date |
Hypothetical Closing Level of the Underlier (as
Percentage of Initial Underlier Level) |
Hypothetical Coupon |
| First |
50% |
$0 |
| Second |
85% |
$11.584 |
| Third |
60% |
$0 |
| Fourth |
60% |
$0 |
| Fifth |
50% |
$0 |
| Sixth |
80% |
$11.584 |
| Seventh |
50% |
$0 |
| Eighth |
55% |
$0 |
| Ninth |
60% |
$0 |
| Tenth |
60% |
$0 |
| Eleventh |
45% |
$0 |
| Twelfth - Thirtieth |
50% |
$0 |
| |
Total Hypothetical Coupons |
$23.168 |
In Scenario 1, the hypothetical closing level of the underlier increases
and decreases by varying amounts on each hypothetical coupon observation date. Because the hypothetical closing level of the
underlier on the second and sixth hypothetical coupon observation dates is greater than or equal to the coupon trigger level, the
total of the hypothetical coupons in Scenario 1 is $23.168. Because the hypothetical closing level of the underlier on all other hypothetical
coupon observation dates is less than the coupon trigger level, no further coupons will be paid, including at maturity.
Scenario 2
| Hypothetical Coupon Observation Date |
Hypothetical Closing Level of the Underlier (as
Percentage of Initial Underlier Level) |
Hypothetical Coupon |
| First |
30% |
$0 |
| Second |
20% |
$0 |
| Third |
25% |
$0 |
| Fourth |
50% |
$0 |
| Fifth |
45% |
$0 |
| Sixth |
50% |
$0 |
| Seventh |
60% |
$0 |
| Eighth |
55% |
$0 |
| Ninth |
55% |
$0 |
| Tenth |
45% |
$0 |
| Eleventh |
45% |
$0 |
| Twelfth - Thirtieth |
40% |
$0 |
| |
Total Hypothetical Coupons |
$0 |
In Scenario 2, the hypothetical closing level of the underlier increases
and decreases by varying amounts on each hypothetical coupon observation date. Because in each case the hypothetical closing
level of the underlier on the
related coupon observation date is less than the coupon trigger
level, you will not receive a coupon payment on the applicable hypothetical coupon payment date. Since this occurs on every hypothetical
coupon observation date, the overall return you earn on your notes will be less than zero. Therefore, the total of the hypothetical
coupons in Scenario 2 is $0.
Scenario 3
| Hypothetical Coupon Observation Date |
Hypothetical Closing Level of the Underlier (as
Percentage of Initial Underlier Level) |
Hypothetical Coupon |
| First |
55% |
$0 |
| Second |
50% |
$0 |
| Third |
120% |
$11.584 |
| |
Total Hypothetical Coupons |
$11.584 |
In Scenario 3, the hypothetical closing level of the underlier is less
than the coupon trigger level on the first two hypothetical coupon observation dates but increases to a level that is greater than
the initial underlier level on the third hypothetical coupon observation date. Because the hypothetical closing level of the underlier
is greater than or equal to the initial underlier level on the third hypothetical coupon observation date (which is also
the first hypothetical call observation date), your notes will be automatically called. Therefore, on the corresponding hypothetical call
payment date, in addition to the hypothetical coupon of $11.584, you will receive an amount in cash equal to $1,000 for each $1,000 face
amount of your notes.
Hypothetical Payment at Maturity
If the notes are not automatically called on any call observation
date (i.e., on each call observation date the closing level of the underlier is less than the initial underlier level), the
cash settlement amount we would deliver for each $1,000 face amount of your notes on the stated maturity date will depend on the performance
of the underlier on the determination date, as shown in the table below. The table below assumes that the notes have not
been automatically called on a call observation date, does not include the final coupon, if any, and reflects hypothetical cash settlement
amounts that you could receive on the stated maturity date. If the final underlier level (as a percentage of the initial underlier level)
is less than the coupon trigger level, you will not be paid a final coupon at maturity.
The levels in the left column of the table below represent hypothetical
final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent
the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level, and are expressed as percentages
of the face amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount
of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding face amount of the offered
notes on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical final underlier
level and the assumptions noted above.
| The Notes Have Not Been Automatically Called |
Hypothetical Final Underlier Level (as
Percentage of Initial Underlier Level) |
Hypothetical Cash Settlement Amount (as
Percentage of Face Amount) |
| 175.000% |
100.000%* |
| 150.000% |
100.000%* |
| 125.000% |
100.000%* |
| 100.000% |
100.000%* |
| 90.000% |
100.000%* |
| 80.000% |
100.000%* |
| 70.000% |
100.000%* |
| 65.000% |
100.000%* |
| 62.500% |
100.000% |
| 60.000% |
100.000% |
| 59.999% |
59.999% |
| 50.000% |
50.000% |
| 25.000% |
25.000% |
| 0.000% |
0.000% |
*Does not include the final coupon
|
|
If, for example, the notes have not been automatically called
on a call observation date and the final underlier level were determined to be 25.000% of the initial underlier level, the cash settlement
amount that we would deliver on your notes at maturity would be 25.000% of the face amount of your notes, as shown in the table above. As
a result, if you purchased your notes on the original issue date at the face amount and held them to the stated maturity date, you would
lose 75.000% of your investment (if you purchased your notes at a premium to face amount you would lose a correspondingly higher percentage
of your investment). In addition, if the final underlier level were determined to be 175.000% of the initial underlier level,
the cash settlement amount that we would deliver on your notes at maturity would be limited to 100.000% of each $1,000 face amount of
your notes, as shown in the table above. As a result, if you held your notes to the stated maturity date, you would not benefit
from any increase in the final underlier level over the initial underlier level.
The cash settlement amounts shown above are entirely hypothetical; they
are based on market prices for the underlier stocks that may not be achieved on the determination date and on assumptions that may prove
to be erroneous. The actual market value of your notes on the stated maturity date or at any other time, including any time
you may wish to sell your notes, may bear little relation to the hypothetical cash settlement amounts shown above, and these amounts should
not be viewed as an indication of the financial return on an investment in the offered notes. The hypothetical cash settlement
amounts on notes held to the stated maturity date in the examples above assume you purchased your notes at their face amount and have
not been adjusted to reflect the actual issue price you pay for your notes. The return on your investment (whether positive or negative)
in your notes will be affected by the amount you pay for your notes. If you purchase your notes for a price other than the face amount,
the return on your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples.
Please read “Additional Risk Factors Specific to Your Notes — The Market Value of Your Notes May Be Influenced By Many Unpredictable
Factors” on page PS-16.
Payments on the notes are economically equivalent to the amounts that
would be paid on a combination of other instruments. For example, payments on the notes are economically equivalent to a combination of
an interest-bearing bond bought by the holder and one or more options entered into between the holder and us (with one or more implicit
option premiums paid over time). The discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal
income tax treatment of the notes, as described elsewhere in this pricing supplement.
We cannot predict the actual closing level of the underlier on any
day, the final underlier level or what the market value of your notes will be on any particular trading day, nor can we predict the relationship
between the closing level of the underlier and the market value of your notes at any time prior to the stated maturity date. The actual
coupon payment, if any, that a holder of the notes will receive on each coupon payment date, the actual amount that you will receive at
maturity, if any, and the rate of return on the offered notes will depend on whether or not the notes are automatically called, the actual
closing level of the underlier on the coupon observation dates and the actual final underlier level determined by the calculation agent
as described above. Moreover, the assumptions on which the hypothetical examples are based may turn out to be inaccurate. Consequently,
the coupon to be paid in respect of your notes, if any, and the cash amount to be paid in respect of your notes on the stated maturity
date, if any, may be very different from the information reflected in the examples above.
| Additional Risk Factors Specific to Your Notes |
An investment in your notes is subject to
the risks described below, as well as the risks and considerations described in the accompanying prospectus, in the accompanying prospectus
supplement, under “Additional Risk Factors Specific to the Indices” in the accompanying S&P 500® Futures
Adaptive Response Indices Supplement No. 1 and under “Additional Risk Factors Specific to the Notes” in the accompanying general
terms supplement no. 8,999. You should carefully review these risks and considerations as well as the terms of the notes described herein
and in the accompanying prospectus, the accompanying prospectus supplement, the accompanying S&P 500® Futures Adaptive
Response Indices Supplement No. 1 and the accompanying general terms supplement no. 8,999. Your notes are a riskier investment than ordinary
debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e., the stocks comprising the reference
index. You should carefully consider whether the offered notes are appropriate given your particular circumstances.
Risks Related to Structure, Valuation and Secondary Market Sales
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 original issue price for your notes exceeds the estimated value
of your notes as of the time the terms of your notes are set on the trade date, as determined by reference to GS&Co.’s pricing
models and taking into account our credit spreads. Such estimated value on the trade date is set forth above under “Estimated Value
of Your Notes”; after the trade date, the estimated value as determined by reference to these models will be affected by changes
in market conditions, the creditworthiness of GS Finance Corp., as issuer, the creditworthiness of The Goldman Sachs Group, Inc., as guarantor,
and other relevant factors. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market,
which it is not obligated to do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds
the estimated value of your notes as determined by reference to these models. As agreed by GS&Co. and the distribution
participants, this excess (i.e., the additional amount described under “Estimated Value of Your Notes”) will decline to zero
on a straight line basis over the period from the date hereof through the applicable date set forth above under “Estimated Value
of Your Notes”. Thereafter, if GS&Co. buys or sells your notes it will do so at prices that reflect the estimated
value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your notes
at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes.
In estimating the value of your notes as of the time the terms of your
notes are set on the trade date, as disclosed above under “Estimated Value of Your Notes”, GS&Co.’s pricing models
consider certain variables, including principally our credit spreads, interest rates (forecasted, current and historical rates), volatility,
price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions
about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your notes in the secondary
market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to our models
due to, among other things, any differences in pricing models or assumptions used by others. See “— The Market Value of Your
Notes May Be Influenced By Many Unpredictable Factors” below.
The difference between the estimated value of your notes as of the time
the terms of your notes are set on the trade date and the original issue price is a result of certain factors, including principally the
underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the notes, and an estimate of the
difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co.
amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co.
pays to us the amounts we owe under your notes.
In addition to the factors discussed above, the value and quoted price
of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the notes, the
price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in our
creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc.
These changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making transaction.
To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the estimated value determined by reference to
GS&Co.’s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured
notes (and subject to the declining excess amount described above).
Furthermore, if you sell your notes, you will likely be charged a commission
for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will further reduce
the proceeds you would receive for your notes in a secondary market sale.
There is no assurance that GS&Co. or any other party will be willing
to purchase your notes at any price and, in this regard, GS&Co. is not obligated to make a market in the notes. See “Additional
Risk Factors Specific to the Notes — Your Notes May Not Have an Active Trading Market” on page S-7 of the accompanying general
terms supplement no. 8,999.
The Notes Are Subject to the Credit Risk of the
Issuer and the Guarantor
Although the coupons (if any) and return on the notes will be based
on the performance of the underlier, the payment of any amount due on the notes is subject to the credit risk of GS Finance Corp., as
issuer of the notes, and the credit risk of The Goldman Sachs Group, Inc., as guarantor of the notes. The notes are our unsecured obligations. Investors
are dependent on our ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes
in the market’s view of our creditworthiness. Similarly, investors are dependent on the ability of The Goldman Sachs Group, Inc.,
as guarantor of the notes, to pay all amounts due on the notes, and therefore are also subject to its credit risk and to changes in the
market’s view of its creditworthiness. See “Description of the Notes We May Offer — Information About Our
Medium-Term Notes, Series F Program — How the Notes Rank Against Other Debt” on page S-5 of the accompanying prospectus supplement
and “Description of Debt Securities We May Offer – Guarantee by The Goldman Sachs Group, Inc.” on page 67 of the accompanying
prospectus.
You May Lose Your Entire Investment in the Notes
You can lose your entire investment in the notes. Assuming your notes
are not automatically called, the cash settlement amount on your notes, if any, on the stated maturity date will be based on the performance
of the underlier as measured from the initial underlier level to the final underlier level on the determination date. If the
final underlier level is less than the trigger buffer level, you will have a loss for each $1,000 of the face amount of your notes
equal to the product of the underlier return times $1,000. Thus, you may lose your entire investment in the notes, which
would include any premium to face amount you paid when you purchased the notes.
Also, the market price of your notes prior to a call payment date or
the stated maturity date, as the case may be, may be significantly lower than the purchase price you pay for your notes. Consequently,
if you sell your notes before the stated maturity date, you may receive far less than the amount of your investment in the notes.
The Return on Your Notes May Change Significantly
Despite Only a Small Change in the Level of the Underlier
If your notes are not automatically called and the final underlier level
is less than the trigger buffer level, you will receive less than the face amount of your notes and you could lose all or a substantial
portion of your investment in the notes. This means that while a decrease in the final underlier level to the trigger buffer level will
not result in a loss of principal on the notes, a decrease in the final underlier level to less than the trigger buffer level will result
in a loss of a significant portion of the face amount of the notes despite only a small change in the level of the underlier.
You May Not Receive a Coupon on Any Coupon Payment
Date
If the closing level of the underlier on the related coupon observation
date is less than the coupon trigger level, you will not receive a coupon payment on the applicable coupon payment date. If this
occurs on every coupon observation date, the overall return you earn on your notes will be less than zero and such return will be less
than you would have earned by investing in a note that bears interest at the prevailing market rate.
You will only receive a coupon on a coupon payment date if the closing
level of the underlier on the related coupon observation date is greater than or equal to the coupon trigger level. You should
be aware that, with respect to prior coupon observation dates that did not result in the payment of a coupon, you will not be compensated
for any opportunity cost implied by inflation and other factors relating to the time value of money. Further, there is no guarantee
that you will receive any coupon payment with respect to the notes at any time and you may lose your entire investment in the notes.
Your Notes Are Subject to Automatic Redemption
We will automatically call and redeem all, but not part, of your notes
on a call payment date if, as measured on any call observation date, the closing level of the underlier is greater than or equal to the
initial underlier level. Therefore, the term for your notes may be reduced. You will not receive any additional coupon payments after
the
notes are automatically called and you may not be able to reinvest the
proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are automatically called
prior to maturity. For the avoidance of doubt, if your notes are automatically called, no discounts, commissions or fees described herein
will be rebated or reduced.
The Coupon Does Not Reflect the Actual Performance
of the Underlier from the Trade Date to Any Coupon Observation Date or from Coupon Observation Date to Coupon Observation Date
The coupon for each monthly coupon payment date is different from, and
may be less than, a coupon determined based on the percentage difference of the closing level of the underlier between the trade date
and any coupon observation date or between two coupon observation dates. Accordingly, the coupons, if any, on the notes may be less than
the return you could earn on another instrument linked to the underlier that pays coupons based on the performance of the underlier from
the trade date to any coupon observation date or from coupon observation date to coupon observation date.
The Market Value of Your Notes May Be Influenced
By Many Unpredictable Factors
When we refer to the market value of your notes, we mean the value that
you could receive for your notes if you chose to sell them in the open market before the stated maturity date. A number of factors, many
of which are beyond our control, will influence the market value of your notes, including:
| · | the level of the underlier; |
| · | the volatility – i.e., the frequency and magnitude of changes –
in the closing level of the underlier; |
| · | the dividend rates of the underlier stocks; |
| · | economic, financial, regulatory, political, military, public health and other
events that affect stock markets generally and the underlier stocks, and which may affect the closing level of the underlier; |
| · | interest rates and yield rates in the market; |
| · | the time remaining until your notes mature; and |
| · | our creditworthiness and the creditworthiness of The Goldman Sachs Group,
Inc., whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or the credit ratings
of The Goldman Sachs Group, Inc. or changes in other credit measures. |
Without limiting the foregoing, the market value of your notes may be
negatively impacted by increasing interest rates. Such adverse impact of increasing interest rates could be significantly enhanced in
notes with longer-dated maturities, the market values of which are generally more sensitive to increasing interest rates.
These factors may influence the market value of your notes if you sell
your notes before maturity, including the price you may receive for your notes in any market making transaction. If you sell your notes
prior to maturity, you may receive less than the face amount of your notes. You cannot predict the future performance of the underlier
based on its historical performance.
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 cash settlement amount you will be paid for your notes on the stated
maturity date, if any, or the amount you will be paid on a call payment date will not be adjusted based on the issue price you pay for
the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your investment in such
notes held to a call payment date or the stated maturity date will differ from, and may be substantially less than, the return on notes
purchased at face amount. If you purchase your notes at a premium to face amount and hold them to a call payment date or the stated maturity
date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at face amount or a
discount to face amount.
You Have No Rights in Any Futures Contract Tracked
By the S&P 500® Futures Excess Return Index
Investing in your notes will not make you a holder of any futures contract
tracked by the S&P 500® Futures Excess Return Index. Neither you nor any other holder or owner of your notes will have
any rights with respect to the futures contracts tracked by the S&P 500® Futures Excess Return Index, including any
rights of a holder of the futures contracts. Your notes will be paid in cash and you will have no right to receive delivery of any futures
contract tracked by the S&P 500® Futures Excess Return Index.
You Have No Shareholder Rights or Rights to Receive
Any Underlier Stock
Investing in your notes will not make you a holder of any of the underlier
stocks. Neither you nor any other holder or owner of your notes will have any rights with respect to the underlier stocks, including any
voting rights, any right to receive dividends or other distributions, any rights to make a claim against the underlier stocks or any other
rights of a holder of the underlier stocks. Your notes will be paid in cash, as will any coupon payments, and you will have no right to
receive delivery of any underlier stocks.
We May Sell an Additional Aggregate Face Amount
of the Notes at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate face
amount of the notes subsequent to the date of this pricing supplement. The issue price of the notes in the subsequent sale may differ
substantially (higher or lower) from the issue price you paid as provided on the cover of this pricing supplement.
Additional Risks Related to the Underlier
You should not invest in the notes without also reading the S&P
500® Futures Adaptive Response Indices Supplement No. 1 in full, including the sections entitled “The S&P 500®
Futures Adaptive Response Indices” and “Additional Risk Factors Specific to The Indices.”
Notes Linked to the Underlier Are Not Suitable
For All Investors and Should Be Purchased Only By Investors Who Understand Leverage Risk; the Underlier May Have Leveraged Exposure to
the Underlying Futures Index in Falling Stock Markets
Notes linked to the underlier are not suitable for all investors. In
particular, notes linked to the underlier will entail leverage risk and should be purchased only by investors who understand leverage
risk, including the risks inherent in providing up to 500% leveraged exposure to the underlying futures index, the S&P 500®
Futures Excess Return Index. Investors should be aware that the use of leverage will magnify and accelerate any negative performance of
the underlier.
For example, assuming the maximum leverage factor of 500% is applied
to the underlier in order to achieve its predefined volatility target, for every 1% decrease in the closing level of the underlying futures
index, the closing level of the underlier would decline by 5% (excluding any decline due to the application of a decrement feature). Accordingly,
any note linked to the underlier is only suitable for investors who understand and can bear the risks associated with up to 5 times magnified
declines in the performance of the underlier that result from declines in the closing level of the underlying futures index.
In addition, in a falling stock market, the underlier may be exposed
to more than 100% of the losses in the underlying futures index and the underlier may likely experience lower returns than the underlying
futures index.
The Underlier Is Subject to Risks Associated
With Leveraged Exposure and There Is a Greater Risk You Will Receive Less Than the Face Amount of Your Notes Relative to Notes Linked
to the Underlying Futures Index, Assuming All Other Terms Remain the Same
The underlier is designed to provide a target volatility overlay to
the base index, and the volatility target level is generally achieved through leveraged exposure to the underlying futures index. To the
extent that the realized volatility is greater than the volatility target, the underlier would generally be decreasing its exposure to
the underlying futures index, and to the extent that the realized volatility is less than the volatility target, the underlier would generally
be increasing its exposure to the underlying futures index. Because the underlier may have leveraged exposure to the underlying futures
index, the underlier may be more volatile than the underlying futures index and daily changes in the level of the underlying futures index
may have a greater impact on the underlier than the underlying futures index, which does not contain a leverage component.
In addition, a base index is calculated for the underlier, which is
designed to adjust exposure to the underlying futures index using certain calendar-based signals and price patterns in an attempt to overweight
or underweight exposures depending on market conditions. Because the base index calculated for the underlier is designed to provide exposure
to the underlying futures index based on these calendar-based signals and price patterns, which generally provide leveraged exposure to
the underlying futures index in the base index, daily changes in the level of the underlying futures index may have a greater impact on
the underlier than the underlying futures index, which does not contain a leverage component.
The Underlier is Subject to Risks Associated
With a Cap on the Daily Change in Leverage
The underlier is subject to a maximum daily change in exposure to the
Underlying Futures Index of 100%, with a total maximum exposure of 500%. The maximum daily change in leverage may result in the underlier
leveraging up more slowly in the event of a market rally compared to an identical index that does not cap the amount of daily leverage
change. In addition, the same feature may result in the underlier deleveraging less quickly in the event of a market drawdown compared
to an identical index that does not have a cap on daily leverage change.
In addition, the underlier is subject to a cap on the daily change in
leverage of the base index. A base index is calculated for the underlier, which is designed to adjust exposure to the underlying futures
index using certain calendar-based signals and price patterns in an attempt to overweight or underweight exposures depending on market
conditions. On each index calculation day, the aggregate weight of the signals in the base index cannot increase or decrease by more than
35% from the previous index calculation day. As a result, the performance of the underlier may be worse than if no cap on the increase
or decrease of the aggregate weight of the signals in the base index were applied. In addition, the base weight cannot exceed 135% and
cannot effectively go lower than 90% based on how the signals are formulated.
There Is No Assurance that Calculating Realized
Volatility as the Average of Short-Term Volatility and Long-Term Volatility Is the Best Way to Measure Realized Volatility
With regard to the underlier, “realized volatility” is a
measurement of variations in the historical daily returns of the base index that is calculated as the average of short-term volatility
and long-term volatility by reference to either a “short term” or “long term” decay factor, as applicable. When
the volatility of the base index increases (or decreases), short-term volatility will increase (or decrease) more quickly than long-term
volatility. Generally, a higher “decay factor” gives relatively greater weight to older data, reflecting a longer-term perspective.
There is no assurance that calculating realized volatility in this manner is the best way to measure realized volatility. For example,
it is possible that exclusively relying on short-term volatility or long-term volatility or on the greater of or lesser of short-term
volatility and long-term volatility is a more reliable way to measure realized volatility. Further, if realized volatility were calculated
in a different manner, the underlier would perform differently, including potentially having higher returns.
There Is No Guarantee that the Underlier Will
Achieve the Volatility Target
The exposure of the underlier to the underlying futures index is subject
to a maximum leverage factor of 500% and a cap on daily leverage change of 100%, which may limit the ability of the underlier to fully
achieve the volatility target, if achieving the volatility target would require a leverage factor in excess of the maximum leverage factor
or the cap on daily leverage change. Therefore, there is no guarantee that the underlier will achieve the volatility target.
In addition, the underlier adjusts its exposure to the underlying futures
index in an attempt to achieve the volatility target at the close of each index calculation day based on the realized volatility of the
base index from the index calculation day that is two index calculation days prior to the current index calculation day. Due to the fact
that realized volatility can fluctuate significantly during a single day, the leverage factor will not reflect the realized volatility
of the base index as of that index calculation day. As a result, there is no guarantee that the underlier will achieve the volatility
target and it is possible that the underlier may have greater exposure to the underlying futures index when the level of the underlying
futures index is decreasing than it would have had if the leverage factor were calculated based on more current levels of realized volatility.
The Underlier is Subject to Risks Associated
with the Use of Signals
The base index calculated for the underlier provides exposure to the
underlying futures index based on four signals including the (1) the mean reversion signal, (2) the Federal Open Market Committee schedule
signal, (3) the turn-of-the-month mean reversion signal and (4) the turn-of-the-month long signal. The signal methodology used by the
underlier may not be successful. The weight of the underlying futures index will be adjusted, in part, based upon the signals, which may
not function as expected in the future or under different market conditions. The signals may not perform as expected should market environments
change, and such signals’ effectiveness may wane, disappear or reverse over time. If the effectiveness of the signals wanes, disappears
or reverses, the changes to the weight of the underlying futures index in the base index as a result of the signals will no longer reflect
the underlying assumptions of such signals and the performance of the underlier may suffer. No assurance
can be given that the signal-based methodology on which the underlier
is based will be successful or that a structured investment linked to the underlier will outperform a structured investment linked to
any alternative methodology (whether or not using a signal-based methodology) that might be employed in respect of the underlying futures
index or the underlying asset.
In addition, the underlier may be adversely affected by an overlap between
the signals. Moreover, the aggregate weight of the signals in the base index cannot increase or decrease by more than 35% from the previous
index calculation day and the base weight cannot exceed 135% and cannot effectively go lower than 90% based on how the signals are formulated.
As a result, the exposure to the underlying futures index may be higher or lower than would have been the case had only one of the signals
been applied and the performance of the underlier may be worse than if only one of the signals were applied or no maximum exposure limits
were applied.
The Underlier is Subject to Risks Associated
with Turn-of-the-Month Signals
The underlier provides exposure to the underlying futures index based
on turn-of-the-month signals, including the turn-of-the-month mean reversion signal and the turn-of-the-month long signal (collectively,
the “TOM signals”). The TOM signals seek to capitalize on the view that equities may mean revert during the final days of
a given month if equities have performed negatively that month while the first days of a new month generally yield positive returns for
equity securities. However, there is no guarantee that the level of the underlying futures index will rise during these periods and unexpected
market conditions or other external events may cause the level of the underlying futures index to fall during these periods. No assurance
can be given that the TOM signals will be successful or that they will outperform any alternative strategy.
The Underlier is Subject to Risks Associated
with the Mean Reversion Signal
The underlier provides exposure to the underlying futures index based
on the mean reversion signal. The mean reversion signal seeks to capitalize on the view that in the short term, the underlying futures
index will increase or decrease in value in the opposite direction of the historical increases or decreases in its value. There is no
guarantee that the actual performance of the underlying futures index will exhibit any mean reversion and any sustained decline in the
level of the underlying futures index at a time when the mean reversion methodology would suggest that the level should increase may result
in unexpected losses, which could be significant. No assurance can be given that the mean reversion signal will be successful or that
it will outperform any alternative strategy.
The Underlier is Subject to Risks Associated
with the Federal Open Markets Committee Schedule Signal
The underlier provides exposure to the underlying futures index based
on the Federal Open Markets Committee schedule signal. The FOMC signal seeks to capitalize on the view that equities may outperform going
into and on the days of an FOMC statement day. There is no guarantee that the level of the underlying futures index will rise during these
periods and unexpected market conditions or other external events may cause the level of the underlying futures index to fall going into
and on the days of an FOMC statement day. No assurance can be given that the FOMC signal will be successful or that it will outperform
any alternative strategy.
The Underlier May Be Significantly Uninvested
On an index calculation day, the exposure of the underlier to the underlying
futures index may be less than 100% when the realized volatility of the base index is above the volatility target. In addition, the weight
of the underlying futures index in the base index may be less than 100%, based upon certain calendar-based signals and price patterns
that may underweight exposures depending on market conditions. If the underlier’s exposure to the underlying futures index is less
than 100%, the underlier will not be fully invested, and any uninvested portion will earn no return. The underlier may be significantly
uninvested on any given day and will realize only a portion of any gains due to appreciation of the underlying asset on any such day.
The decrement is deducted daily from the underlier, even when the underlier is not fully invested, which means that any portion of the
underlier that is uninvested in the underlying futures index cannot offset the decrement or contribute to positive performance of the
underlier.
The Level of the Underlier Reflects a Per Annum
Daily Decrement
The underlier is subject to a per annum daily decrement, which
is a fixed percentage of the respective underlier level that is applied daily. As a result of such decrement, the level of the underlier
will trail the value of a hypothetical identical index without a decrement.
The decrement will have the effect of offsetting positive returns, and
worsening negative returns, on the performance of the underlier and will result in a drag on the performance of the underlier. The decrement
will adversely affect the performance of the underlier in all cases, whether the underlier appreciates or depreciates. The underlier will
not appreciate unless the return of its investment strategy is sufficient to offset the negative effects of the decrement, and then only
to the extent that the return of its investment strategy is greater than the decrement. As a result of the decrement, the level of the
underlier may decline even if the return of its investment strategy is positive.
The Amount of the Decrement Applied to the Underlier
May Outweigh Any Intended Benefits of the Decrement Feature
The inclusion of a decrement is intended to permit the economic terms
of structured investments linked to the underlier to be more favorable to investors than the terms that would otherwise be available on
a hypothetical identical index without a decrement, assuming that the estimated value of the structured investments and market conditions
are held constant and that all other structural features of the structured investments are the same.
However, for the underlier, any improvement in the economic terms of
a structured investment linked to a underlier may not be sufficient to offset the negative effect of the application of the daily decrement
to the underlier performance. There can be no assurance that the decrement feature will actually result in the terms of a structured note
linked to the underlier having terms that are more favorable to investors than would otherwise be available on a hypothetical identical
index without a decrement.
The Underlier May Realize Significant Losses
if It Is Not Consistently Successful in Increasing Exposure to the Underlying Futures Index in Advance of Increases in the Underlying
Futures Index and Reducing Exposure to the Underlying Futures Index in Advance of Declines in the Underlying Futures Index
The underlier methodology is premised on several key market-based assumptions:
(1) that there will be an inverse relationship between performance and volatility, so that the underlying futures index will tend to increase
in times of lower volatility and decline in times of higher volatility; (2) that the signals will be effective in adjusting the underlier’s
exposure to the underlying futures index and that their underlying assumptions about market performance and timing will be accurate; and
(3) that, for the underlier, any improvement in the economic terms of a structured investment linked to the underlier will be sufficient
to offset the negative effect of the application of a daily decrement to underlier performance. If
any of these assumptions does not prove to be consistently correct, then the underlier may perform poorly as a result of having highly
leveraged exposure to the underlying futures index at a time of declines and/or having reduced exposure to the underlying futures index
at a time of increases.
The Underlier May Not Be Successful or Outperform
Any Alternative Strategy that Might Be Employed in Respect of the Underlying Futures Index
No assurance can be given that the investment strategy on which the
underlier is based will be successful or that a structured investment linked to the underlier will outperform a structured investment
linked to any alternative strategy that might be employed with respect to the underlying futures index.
An Affiliate of GS Finance Corp. Coordinated
with the Underlier Sponsor in the Development of the Underlier
An affiliate of GS Finance Corp. coordinated with the underlier sponsor
in its development of the guidelines governing the composition and calculation of the underlier.
The underlier sponsor can implement policies, make judgments or enact
changes to the underlier’s methodology that could negatively affect the performance of the underlier. The underlier sponsor can
also alter, discontinue or suspend calculation or dissemination of the underlier. Any of these actions could adversely affect the value
of the notes. The underlier sponsor has no obligation to consider your interests in calculating, maintaining or revising the underlier.
In addition, an affiliate of GS Finance Corp. was responsible for developing
the guidelines governing the composition and calculation of the underlier, which could have an impact, positive or negative, on the levels
of the underlier and the value of your notes. GS Finance Corp. was under no obligation to consider your interests as an investor in the
notes in its role in developing the guidelines governing the underlier. Furthermore, the inclusion of the underlying futures index in
the underlier is not an investment recommendation by the Issuer, the Guarantor (if applicable) or any of their affiliates of the underlying
futures index.
The Underlier Has a Limited Operating History
The notes are linked to the performance of the underlier, which was
launched on December 27, 2024. Because the underlier has no live underlier level history prior to that date, limited live historical underlier
level information will be available for you to consider in making an independent investigation of the underlier performance, which may
make it difficult for you to make an informed decision with respect to the notes.
The hypothetical performance data prior to the launch of the underlier
on December 27, 2024 refers to simulated performance data created by applying the underlier’s calculation methodology to historical
prices of the underlying futures index. Such simulated hypothetical performance data has been produced by the retroactive application
of a back-tested methodology. No future performance of the underlier can be predicted based on the simulated hypothetical performance
data or the historical underlier performance information as described herein.
If the Closing Level of the Underlier Becomes
Zero or Negative, the Closing Level of the Underlier Will Remain Zero, Which Would Adversely Impact the Amount Payable on Your Notes and
You Will Lose Your Entire Investment in the Notes
The underlier is designed to provide a target volatility overlay to
the base index, and the volatility target level is generally achieved through leveraged exposure to the underlying futures index, which
means that any decrease in the level of the underlying futures index will result in a larger decrease in the level of the underlier. If
the closing level of the underlier becomes zero or negative on any trading day, the underlier sponsor may discontinue or restart the underlier.
Regardless of whether the underlier sponsor discontinues or restarts the underlier and notwithstanding anything to the contrary provided
under “Terms and Conditions — Discontinuance or modification of the underlier” above, the closing level of the underlier
will remain zero for the remainder of the term of your notes (even if the underlier is discontinued and even if the underlier is restarted
with a new base value). Thus, you may not receive any coupon payment with respect to the notes at any time and you will lose your
entire investment in the notes.
Under Certain Circumstances, Your Notes May Have
a Higher Risk of Automatic Redemption Than Notes Linked to the Underlying Futures Index
We will automatically call and redeem all, but not part, of your notes
on a call payment date if, as measured on any call observation date, the closing level of the underlier, is greater than or equal to the
initial underlier level. Because the underlier is designed to provide leveraged exposure to the underlying futures index, the underlier
will be more volatile than the underlying futures index and daily changes in the level of the underlying futures index will necessarily
have a greater impact on the underlier than the underlying futures index, which does not contain a leverage component. As a result, under
certain circumstances, your notes may have a greater risk of being automatically called prior to the stated maturity date, as compared
to notes linked to the underlying futures index (which does not contain a leverage component), assuming all other terms remained the same.
Therefore, the term for your notes may be reduced. You will not receive any additional coupon payments after the notes are automatically
called and you may not be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of
risk in the event the notes are automatically called prior to maturity. For the avoidance of doubt, if your notes are automatically called,
no discounts, commissions or fees described herein will be rebated or reduced.
Risks Relating to the Underlying Futures Index, Reference Index
and Underlying Asset
The Underlying Futures Index Is Expected to
Underperform the Total Return Performance of the S&P 500® Index Because of an Implicit Financing Cost
The underlying futures index is a futures-based index. As a futures-based
index, it is expected to reflect not only the total return performance of its reference index (the S&P 500® Index),
but also the implicit cost of a financed position in that reference index. The cost of this financed position will adversely affect the
value of the underlying
futures index. Any increase in market interest rates will be expected
to further increase this implicit financing cost and will increase the negative effect on the performance of the underlying futures index.
Because of this implicit financing cost, the underlying futures index is expected to underperform the total return performance
of the S&P 500® Index. In addition, in a high interest rate environment, the underlying futures index may
even underperform the price return performance of the S&P 500® Index.
The Policies of the Underlier Sponsor and Changes
that Affect the Underlying Futures Index or the Securities Comprising the Reference Index Could Affect the Payment Amount on Your Notes
and Their Market Value
The policies of the underlier sponsor concerning the calculation of
the level of the underlier, additions, deletions or substitutions of securities comprising the reference index, the S&P 500®
Index, and the manner in which changes affecting the securities comprising the reference index or its issuers, such as stock dividends,
reorganizations or mergers, are reflected in the level of the underlying futures index or the reference index, as applicable, could affect
the level of the underlier and, therefore, the amount payable on your notes and the market value of your notes. The amount payable on
your notes and their market value could also be affected if the underlier sponsor changes these policies, for example, by changing the
manner in which it calculates the level of the underlier or if the underlier sponsor discontinues or suspends calculation or publication
of the level of the underlier, in which case it may become difficult to determine the market value of your notes. If events such as these
occur, the calculation agent for the notes — which initially will be GS&Co., our affiliate — may determine the closing
level of the underlying futures index — and thus the amount payable on your notes — in a manner it considers appropriate,
in its sole discretion. We describe the discretion that the calculation agent of the notes will have in determining the closing level
of the Indices on any trading day and the amount payable on your notes more fully under “Terms and Conditions — Discontinuance
or modification of the underlier” above. See also “Discontinuance or Modification of an Underlier That Is an Index or an Exchange-Traded
Fund” on page S-27 of the accompanying general terms supplement no. 8,999.
Except to the Extent The Goldman Sachs Group,
Inc. Is One of the Companies Whose Common Stock Comprises the Reference Index, and Except to the Extent That We or Our Affiliates May
Currently or in the Future Own Securities of, or Engage in Business With, the Issuers of Securities Comprising the Reference Index or
Own the Underlying Asset, There Is No Affiliation Between Us and the Issuers of Securities Comprising the Reference Index
The underlying futures index is linked to the underlying asset, currently
listed for trading on the Chicago Mercantile Exchange. The common stock of The Goldman Sachs Group, Inc. is one of the securities comprising
the reference index. In addition, we or our affiliates may currently or from time to time in the future own securities of, or engage in
business with, the issuers of securities comprising the reference index or own the underlying asset. we are not otherwise affiliated with
the issuers of securities comprising the reference index or the sponsor of the reference index. Neither we nor any of our affiliates have
participated in the preparation of any publicly available information or made any “due diligence” investigation or inquiry
with respect to the underlying futures index or the reference index, any of the other issuers of the securities comprising the reference
index or the underlying asset. You, as an investor in your notes, should make your own investigation into the underlying futures index,
the reference index, the issuers of the securities comprising the reference index and the E-mini S&P 500 futures contracts. See “Background
on the S&P 500® Futures Excess Return Index” and “Background on the S&P 500® Index”
in the accompanying S&P 500® Futures Adaptive Response Indices Supplement No. 1. for additional information about the
underlying futures index, the E-mini S&P 500 futures contracts and the reference index.
None of the issuers of securities comprising the reference index are
involved in the offering of your notes in any way and none of them have any obligation of any sort with respect to your notes. Thus, none
of the issuers of securities comprising the reference index have any obligation to take your interests into consideration for any reason,
including in taking any corporate actions that might adversely affect the level of the underlying futures index or the reference index
or making any investment decision for the underlying futures index or the reference index.
Linking to an Equity Futures Contract Is Different
from Linking to the Underlier or the Underlying Futures Index
The underlying futures index is linked to the underlying asset, the
E-mini S&P 500 futures contract, currently listed for trading on the Chicago Mercantile Exchange. Consequently, the return on your
notes will be related to the performance of an equity futures contract and not the reference index. On a given day, a “futures price”
is the price at which market participants may agree to buy or sell the asset underlying a futures contract in the future, and the “spot
price” is the current price of such underlying asset for immediate delivery. A variety of factors can lead to a disparity between
the price of a futures contract at a given point in time and the spot price of its underlying asset, such as the expected dividend yields
of any stocks that comprise such underlying asset, the implicit financing cost associated with the futures contract and market expectations
related to the future price of the futures contract’s underlying asset. Purchasing an equity futures contract is similar to borrowing
money to buy the underlying asset of such futures contract because it enables an investor to gain exposure to such underlying asset without
having to pay the full cost of such exposure up front, and therefore entails a financing cost. As a result, the underlier is expected
to reflect not only the performance of the reference index, but also the implicit financing cost in the underlying asset contract, among
other factors. Such implicit financing cost will adversely affect the level of the underlier. Any increase in market interest rates will
be expected to further increase this implicit financing cost and will have an adverse effect on the level of the underlier and, therefore,
the value of and return on the notes.
The price movement of a futures contract is typically correlated with
the movements of the price of its underlying asset, but the correlation is generally imperfect, and price movements in the spot market
may not be reflected in the futures market (and vice versa). Accordingly, your notes may underperform a similar investment that more directly
reflects the return on the reference index.
Negative Roll Yields Will Adversely Affect the
Level of the Underlier Over Time and Therefore the Amount Payable on the Notes
The underlying futures index is linked to the underlying asset rather
than the reference index. Futures contracts normally specify a certain date for cash settlement of a financial future (such as a futures
contract on a securities index) or delivery of the underlying physical commodity for a deliverable future. As the exchange-traded futures
contract that comprises the underlier approaches expiration, it is replaced by a similar contract that has a later expiration. Thus, for
example, a futures contract purchased and held in September may specify a December expiration. As time passes, the contract expiring in
December may be replaced by a contract for delivery in March. This process is referred to as “rolling.”
As a futures contract approaches expiration, its value will generally
approach the spot price of its underlying asset because by expiration it will closely represent a contract to buy or sell such underlying
asset for immediate delivery. If the market for a futures contract is in “contango,” where the price of the futures contract
with a later expiration date during a rolling period is higher than the spot price of its underlying asset, then the value of such futures
contract would tend to decline over time (assuming the spot price and other relevant factors remain unchanged), because the higher futures
price would decline as it approaches the lower spot price by expiration. This negative effect on the futures price is referred to as a
negative “carry” or “roll yield” and is realized over the term of such contract. A negative roll yield will adversely
affect the level of the underlier over time and therefore the amount payable on the notes. Because of the potential effects of negative
roll yields, it is possible for the level of the underlier to decrease significantly over time even when the level of the reference index
is stable or increasing.
Futures Contracts Are Not Assets with Intrinsic
Value
The underlying futures index is linked to the underlying asset currently
listed for trading on the Chicago Mercantile Exchange. Trading in futures contracts transfers the risk of future price movements from
one market participant to another. This means that for every gain, there is an equal and offsetting loss. Futures contracts themselves
are not assets with intrinsic value, and simply reflect, in the case of cash-settled contracts, certain rights to payment or obligations
to make payments to the other party to the contract. Accordingly, market participants taking the opposite side of the underlying asset
trades may believe that the level of the reference index will move against the interests of the underlying futures index.
You Have No Rights in Any Futures Contract Tracked
By the Underlying Futures Index
Investing in your notes will not make you a holder of any futures contract
tracked by the underlying futures index. Neither you nor any other holder or owner of your notes will have any rights with respect to
the futures contracts tracked by the underlying futures index, including any rights of a holder of the futures contracts. Your notes will
be paid in cash and you will have no right to receive delivery of any futures contract tracked by the underlying futures index.
Owning the Notes Is Not the Same as Directly
Owning the Underlier Stocks or Futures Contract Directly or Indirectly Tracked by the Underlying Futures Index
Your return on the notes will not reflect the return you would have
realized on a direct investment in the underlying asset currently listed for trading on the Chicago Mercantile Exchange or any of the
underlier stocks comprising the reference index. For example, as an investor in the notes, you will not have rights to receive dividends
or other distributions or any other rights, including voting rights, with respect to any underlier stocks comprising the reference index.
The calculation agent for the notes will calculate the amount payable to you at maturity by reference to the level of the underlier on
the determination date, and will not include the amount of any of those dividend payments or other distributions. Therefore, the return
on your investment will not be the same as the return based on the purchase of any stocks or futures contracts that are tracked directly
or indirectly by the underlying futures index.
Suspension or Disruptions of Market Trading in
Stocks or Futures Contracts May Adversely Affect the Value of the Notes
Securities markets and futures markets are subject to temporary distortions
or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators, and government
regulation and intervention. In addition, futures markets typically have regulations that limit the amount of fluctuation in some futures
contract prices that may occur during a single business day. These limits are generally referred to as “daily price fluctuation
limits,” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit
price.” Once the limit price has been reached in a particular contract, no trades may be made at a price beyond the limit, or trading
may be limited for a specified period of time. Limit prices have the effect of precluding trading in a particular contract or forcing
the liquidation of contracts at potentially disadvantageous times or prices. These circumstances could affect the level of the underlying
futures index and, therefore, could adversely affect the level of the underlier and the payments on the notes.
Risks Related to Tax
The Tax Consequences of an Investment in Your
Notes Are Uncertain
The tax consequences of an investment in your notes are uncertain, both
as to the timing and character of any inclusion in income in respect of your notes.
The Internal Revenue Service announced in 2007 that it is considering
issuing guidance regarding the proper U.S. federal income tax treatment of an instrument such as your notes, and any such guidance could
adversely affect the tax treatment and the value of your notes. Among other things, the Internal Revenue Service may decide to require
holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity, and could subject non-U.S.
investors to withholding tax. In addition, members of Congress have proposed legislative changes to the tax treatment of derivative contracts.
It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect
the tax treatment of your notes. We describe these developments under “Supplemental Discussion of U.S. Federal Income
Tax Consequences – United States Holders – Possible Change in Law” below. You should consult your tax advisor about
this matter. Except to the extent otherwise provided by law, GS Finance Corp. intends to continue treating the notes for U.S. federal
income tax purposes in accordance with the treatment described under “Supplemental Discussion of U.S. Federal Income Tax Consequences”
below unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment
is more appropriate. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax
consequences to you of owning your notes in your particular circumstances.
Non-United States holders should note that persons
having withholding responsibility in respect of the notes may withhold on any coupon payment paid to a non-U.S. holder, generally at a
rate of 30%.
Non-United States holders should review the section entitled “Supplemental
Discussion of U.S. Federal Income Tax Consequences – Non-United States Holders” regarding the withholding tax consequences
for coupon payments on the notes. Because the U.S. federal income tax treatment (including the applicability of withholding) of the coupon
payments on the notes is uncertain, persons having withholding responsibility in respect of the notes may withhold on any coupon payment
paid to a non-United States holder, generally at a rate of 30%. To the extent that we have (or an affiliate of ours has) withholding responsibility
in respect of the notes, we expect to so withhold.
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
Please see the discussion under “Supplemental Discussion of U.S.
Federal Income Tax Consequences — Foreign Account Tax Compliance Act (FATCA) Withholding” below for a description of the applicability
of FATCA to payments made on your notes.
THE UNDERLIER
The S&P 500® Futures 40% VT Adaptive Response 6%
Decrement Index (USD) ER is designed to provide exposure to the S&P 500® Futures Excess Return Index with a rules-based
overlay that adjusts exposure to the S&P 500® Futures Excess Return Index on a daily basis. Leverage is applied to
the weight of the S&P 500® Futures Excess Return Index to attempt to achieve a predefined volatility target of 40%,
with a maximum exposure to the S&P 500® Futures Excess Return Index of 500%. A base index is calculated for the underlier,
which is designed to adjust exposure to the S&P 500® Futures Excess Return Index using certain calendar-based signals
and price patterns in an attempt to overweight or underweight exposures depending on market conditions. A per annum deduction that is
a fixed percentage of the underlier level, known as a decrement, is applied daily, which has the effect of offsetting positive returns
on the performance of the underlier and will result in a drag on the performance of the underlier. No assurance can be given that the
investment strategy used to construct the underlier will achieve its intended results or that a structured investment linked to the underlier
will be successful or will outperform any alternative index or strategy that might reference the S&P 500® Futures Excess
Return Index. For additional information on the underlier, see the accompanying S&P 500® Futures Adaptive Response
Indices Supplement No. 1 and Amendment No. 1 to January 2025 S&P 500® Futures 40% VT Adaptive Response 6% Decrement
Index (USD) ER Supplement Addendum; see also “Index Summary” above.
Historical Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past and may,
in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier during
the period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the life
of your notes.
You should not take the historical closing levels of the underlier
as an indication of the future performance of the underlier, including because of the volatility described above. We cannot give you
any assurance that the future performance of the underlier or the underlier stocks will result in you receiving any coupon payments or
receiving the outstanding face amount of your notes on the stated maturity date.
Neither we nor any of our affiliates make any representation to you
as to the performance of the underlier. Before investing in the offered notes, you should consult publicly available information to determine
the levels of the underlier between the date of this pricing supplement and the date of your purchase of the offered notes and, given
the recent volatility described above, you should pay particular attention to recent levels of the underlier. The actual performance
of the underlier over the life of the offered notes, as well as the cash settlement amount at maturity may bear little relation to the
historical levels shown below.
The graph below shows the daily closing levels of the underlier from
January 1, 2020 through February 5, 2025 (using hypothetical performance data and historical closing levels). As a result, the following
graph does not reflect the global financial crisis which began in 2008, which had a materially negative impact on the price of most equity
securities and, as a result, the level of most equity indices. Since the underlier was launched on December 27, 2024 and has a limited
operating history, the graph includes hypothetical performance data for the underlier prior to its launch on December 27, 2024. The hypothetical
performance data prior to December 27, 2024 was obtained from the underlier sponsor’s website, without independent verification.
The historical closing levels from December 27, 2024 to February 5, 2025 were obtained from Bloomberg Financial Services, without independent
verification. (In the graph, the hypothetical historical closing levels can be found to the left of the vertical solid line marker and
the historical closing levels can be found to the right of the vertical solid line marker.) You should not take the hypothetical performance
data or historical levels of the underlier as an indication of the future performance of the underlier.
Historical Performance of the S&P 500®
Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER
Comparative Performance of the S&P 500®
Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER and the S&P 500® Futures Excess Return Index
The graph below shows the performance, from January 1, 2020 through
February 5, 2025, of the underlier and the S&P 500® Futures Excess Return Index.
For comparative purposes, each of the underlier and the S&P 500®
Futures Excess Return Index have been adjusted to have a closing level of 100.00 on January 1, 2020 by dividing the applicable closing
level on each day by that index’s closing level on January 1, 2020 and multiplying the quotient by 100.00.
Since the underlier was launched on December 27, 2024 and has a limited
operating history, the graph includes hypothetical performance data for the underlier prior to its launch of December 27, 2024. The hypothetical
performance data for the underlier prior to December 27, 2024 used to create this graph was obtained from the underlier sponsor’s
website, without independent verification. The daily historical closing levels of the underlier from December 27, 2024 to February 5,
2025 used to create this graph were obtained from Bloomberg Financial Services, without independent verification. (In the graph, historical
closing levels can be found to the right of the vertical solid line marker.) The daily historical closing levels of the S&P 500®
Futures Excess Return Index from January 1, 2020 through February 5, 2025 used to create this graph were obtained from Bloomberg Financial
Services, without independent verification. You should not take this graph, the hypothetical performance data of the underlier or the
historical closing levels of the indices used to create this graph as an indication of the future performance of any index, including
the underlier, or the correlation (if any) between the level of the underlier and the level of the S&P 500® Futures
Excess Return Index.
As described above, the leverage factor causes the underlier to be more
volatile than the S&P 500® Futures Excess Return Index and therefore causes the underlier to underperform the S&P
500® Futures Excess Return Index when the S&P 500® Futures Excess Return Index declines. This underperformance
will be especially dramatic when the S&P 500® Futures Excess Return Index experiences a rapid and significant decline
between the measurement of realized volatility of the base index on the index calculation day that is two index calculation days prior
to the current index calculation day (“T - 2”) and the calculation of the leverage factor on an index calculation day (“T”).
Comparative Performance of the S&P 500®
Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER and the S&P 500® Futures Excess Return Index
SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES
The following section supplements and, to the extent of any
inconsistency, supersedes the discussion of U.S. federal income taxation in the accompanying prospectus contained in the "United
States Taxation” section. This section, when read in conjunction with certain subsections of the "United States Taxation"
section in the accompanying prospectus referenced herein, represents the opinion of Davis Polk & Wardwell LLP, counsel to The Goldman
Sachs Group, Inc. and GS Finance Corp. (“our counsel”).
This section is a discussion of the material U.S. federal
income tax consequences of the ownership and disposition of the notes. It generally assumes that you will purchase a note for cash at
its face amount and hold it as a capital asset for tax purposes within the meaning of Section 1221 of the Internal Revenue Code of 1986,
as amended (the “Code”). This section is only a summary of the general tax characteristics and treatment of the notes and
does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances,
including any differing tax consequences that may be applicable to you if you are, for instance:
| · | a dealer or trader in securities that elects
to use a mark-to-market method of tax accounting with respect to the notes; |
| · | a financial institution; |
| · | a life insurance company; |
| · | a “regulated investment company”; |
| · | a “real estate investment trust”; |
| · | an accrual method taxpayer subject to special
tax accounting rules as a result of its use of financial statements; |
| · | a tax-exempt organization; |
| · | a person that owns the notes as a hedge or that
is hedged against interest rate risks; |
| · | a person that owns the notes as part of a “straddle”
or conversion transaction for tax purposes or who has entered into a “constructive sale” with respect to a note; or |
| · | a United States holder (as defined below) whose
functional currency for tax purposes is not the U.S. dollar. |
| · | If an entity that is classified as a partnership
for U.S. federal income tax purposes holds the notes, the U.S. federal income tax treatment of a partner will generally depend on the
status of the partner and the activities of the partnership. If you are a partnership holding the notes or a partner in such
a partnership, you should consult your tax advisor as to your particular U.S. federal tax consequences of holding and disposing of the
notes. |
Although this section is based on the Code, its legislative
history, existing and proposed regulations under the Code, published rulings and court decisions, all as currently in effect, no statutory,
judicial or administrative authority directly discusses how your notes should be treated for U.S. federal income tax purposes and, as
a result, the U.S. federal income tax consequences of your investment in your notes are uncertain. Moreover, these laws are subject to
change, possibly on a retroactive basis. This discussion does not address the effects of any applicable state, local or non-U.S. tax laws
or the potential application of the Medicare tax or any alternative minimum tax.
| You should consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws. |
United States Holders
This subsection describes the tax consequences to you if you
are a United States holder. You are a United States holder if you are a beneficial owner of notes and you are:
| · | a citizen or individual resident of the United
States; |
| · | a domestic corporation; or |
| · | an estate or trust the income of which is subject
to U.S. federal income tax regardless of its source. |
Tax Treatment. You will be obligated pursuant to the
terms of the notes — in the absence of a change in law, an administrative determination or a judicial ruling to the contrary —
to characterize your notes for all U.S. federal income tax purposes as income-bearing pre-paid derivative contracts in respect of the
underlier. In the opinion of our counsel, this characterization is a reasonable interpretation of current law. Except as otherwise stated
below, the discussion below assumes that the notes will be so treated.
Although not entirely clear, it would be reasonable to treat
coupon payments that you receive as being included in ordinary income at the time you receive the payment or when the payment accrues,
in accordance with your regular method of accounting for U.S. federal income tax purposes.
Subject to the discussion below regarding the constructive
ownership rules, upon the sale, exchange, redemption or maturity of your notes, you should recognize capital gain or loss equal to the
difference between the amount realized on the sale, exchange, redemption or maturity (excluding any amounts attributable to accrued and
unpaid coupon payments, which should be taxable as described above) and your tax basis in your notes. Your tax basis in your notes should
generally be equal to the amount that you paid for the notes. Such capital gain or loss should generally be short-term capital
gain or loss if you hold the notes for one year or less and should be long-term capital gain or loss if you hold the notes for more than
one year. Short-term capital gains are generally subject to tax at the marginal tax rates applicable to ordinary income. The ordinary
income treatment of the coupon payment, in conjunction with the capital loss treatment of any loss recognized upon a taxable disposition
of a note, could result in adverse tax consequences to holders of the notes because the deductibility of capital losses is subject to
limitations.
The constructive ownership rules of Section 1260 of the Code
could possibly apply to your notes. If your notes were subject to the constructive ownership rules, then any long-term capital gain that
you realize upon the sale, exchange, or maturity of your notes would be recharacterized as ordinary income (and you would be subject to
an interest charge on deferred tax liability with respect to such recharacterized capital gain) to the extent that such capital gain exceeds
the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Code). Because the application of
the constructive ownership rules is unclear, you are strongly urged to consult your tax advisor with respect to the possible application
of the constructive ownership rules to your investment in the notes.
No statutory, judicial or administrative authority directly
discusses how your notes should be treated for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences
of your investment in the notes are uncertain and alternative characterizations are possible. We do not plan to request a ruling from
the Internal Revenue Service, and the Internal Revenue Service or a court might not agree with the treatment described herein. Accordingly,
we urge you to consult your tax advisor in determining the tax consequences of an investment in your notes in your particular circumstances,
including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.
Alternative Treatments. Because there is no judicial
or administrative authority discussing how your notes should be treated for U.S. federal income tax purposes, the Internal Revenue Service
might assert that a treatment other than that described above is more appropriate. For example, the Internal Revenue Service could treat
your notes as debt instruments subject to special rules governing contingent payment debt instruments.
Under those rules, the amount of interest you are required
to take into account for each accrual period would be determined by constructing a projected payment schedule for the notes and applying
rules
similar to those for accruing original issue discount on a
hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining
the comparable yield — i.e., the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions
similar to your notes — and then determining a payment schedule as of the applicable original issue date that would produce the
comparable yield. These rules may have the effect of requiring you to include interest in income in respect of your notes prior to your
receipt of cash attributable to that income.
If the rules governing contingent payment debt instruments
apply, any gain you recognize upon the sale, exchange, redemption or maturity of your notes would be treated as ordinary interest income.
Any loss you recognize at that time would be treated as ordinary loss to the extent of interest you included as income in the current
or previous taxable years in respect of your notes, and, thereafter, as capital loss.
If the rules governing contingent payment debt instruments
apply, special rules would apply to persons who purchase a note at a price other than the adjusted issue price as determined for tax purposes.
| · | Even if the notes are treated for U.S. federal
income tax purposes as income-bearing prepaid derivative contracts rather than debt instruments, the Internal Revenue Service could treat
the timing and character of income with respect to the coupon payments in a manner different from that described above. |
You should consult your tax advisor as to possible alternative
characterizations of your notes for U.S. federal income tax purposes.
Possible Change in Law. In 2007, the Internal
Revenue Service released a notice stating that the Internal Revenue Service and the Treasury Department are actively considering issuing
guidance regarding the proper U.S. federal income tax treatment of an instrument such as your notes, including whether the holders should
be required to accrue ordinary income on a current basis and whether gain or loss should be ordinary or capital. It is not possible to
determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance holders of the notes will
ultimately be required to accrue income currently and this could be applied on a retroactive basis. The Internal Revenue Service
and the Treasury Department are also considering other relevant issues, including whether foreign holders of such instruments should be
subject to withholding tax on any deemed income accruals. In addition, members of Congress have proposed legislative changes
to the tax treatment of derivative contracts. It is not possible to predict whether a similar or identical bill will be enacted in the
future, or whether any such bill would affect the tax treatment of your notes.
Except to the extent otherwise provided by law, GS Finance
Corp. intends to continue treating the notes for U.S. federal income tax purposes in accordance with the treatment described above unless
and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate.
It is impossible to predict what any such legislation or administrative
or regulatory guidance might provide, and whether the effective date of any legislation or guidance will affect notes that were issued
before the date that such legislation or guidance is issued. You are urged to consult your tax advisor as to the possibility
that any legislative or administrative action may adversely affect the tax treatment of your notes.
Non-United States Holders
This section applies to you only if you are a non-United States
holder. You are a non-United States holder if you are the beneficial owner of the notes and are, for U.S. federal income tax
purposes:
| · | a nonresident alien individual; |
| · | a foreign corporation; or |
| · | a foreign estate or trust. |
You are not a non-United States holder for purposes of this
discussion if you are (i) an individual who is present in the United States for 183 days or more in the taxable year of disposition of
a note, or (ii) a former citizen or resident of the United States. In addition, you are not a United States holder if income
in respect of your notes is effectively connected with the conduct of a United States trade or business. If
you are or may become a person described in this paragraph
during the period in which you hold a note, you should consult your tax advisor regarding the U.S. federal tax consequences of an investment
in the notes.
Because the U.S. federal income tax treatment (including the
applicability of withholding) of the coupon payments on the notes is uncertain, persons having withholding responsibility in respect of
the notes may withhold on any coupon payment paid to you, generally at a rate of 30%. To the extent that we have (or an affiliate of ours
has) withholding responsibility in respect of the notes, in the absence of further guidance, we intend to withhold on the coupon payments
made to you at a 30% rate or at a lower rate specified by an applicable income tax treaty under an “other income” or similar
provision. We will not make payments of any additional amounts. To claim a reduced treaty rate for withholding, you generally must provide
a valid Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E, or an acceptable substitute form upon which you
certify, under penalty of perjury, your status as a non-United States holder and your entitlement to the lower treaty rate. Payments will
be made to you at a reduced treaty rate of withholding only if such reduced treaty rate would apply to any possible characterization of
the payments (including, for example, if the coupon payments were characterized as contract fees).
You will also be subject to generally applicable information
reporting and backup withholding requirements as discussed in the accompanying prospectus under "United States Taxation — Taxation
of Debt Securities — Backup Withholding and Information Reporting — Non-United States Holders" with respect to payments
on your notes.
As discussed above, alternative characterizations of the notes
for U.S. federal income tax purposes are possible. Should an alternative characterization of the notes, by reason of a change
or clarification of the law, by regulation or otherwise, cause payments with respect to the notes to become subject to withholding tax,
we will withhold tax at the applicable statutory rate and we will not make payments of any additional amounts. Prospective non-United
States holders of the notes should consult their tax advisors in this regard.
Possible Withholding Under Section 871(m) of the Code.
The United States Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments
(“871(m) financial instruments”) that are treated as attributable to U.S.-source dividends could be treated, in whole or in
part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower
rate under an applicable treaty), which in the case of any coupon payments and any amounts you receive upon the sale, exchange, redemption
or maturity of your notes, could be collected by withholding. If these regulations were to apply to the notes, we (or an applicable withholding
agent) may be required to withhold such taxes if any U.S.-source dividends are paid on the underlier (or a component thereof) during the
term of the notes. We could also require you to make certifications (e.g., an applicable Internal Revenue Service Form W-8) prior to any
coupon payment or the maturity of the notes in order to avoid or minimize withholding obligations, and we could withhold accordingly
(subject to your potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were
not satisfactory. If withholding was required, we would not be required to pay any additional amounts with respect to amounts so withheld.
These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been
entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January
1, 2027, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been
entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued
(or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations
will not apply to financial instruments that reference a “qualified index” (as defined in the regulations). We
have determined that, as of the issue date of your notes, your notes will not be subject to withholding tax under Section 871(m). In
certain limited circumstances, however, you should be aware that it is possible for non-United States holders to be liable for tax under
these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when
no withholding is required. You should consult your tax advisor concerning these regulations, subsequent official guidance
and regarding any other possible alternative characterizations of your notes for U.S. federal income tax purposes.
Foreign Account Tax Compliance Act
(FATCA) Withholding
Pursuant to Treasury regulations, Foreign Account Tax Compliance
Act (FATCA) withholding (as described in “United States Taxation—Taxation of Debt Securities—Foreign Account Tax Compliance
Act (FATCA) Withholding” in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1,
2014; therefore, the notes will generally be subject to the FATCA withholding rules.
THE TAX CONSEQUENCES OF OWNING AND DISPOSING OF THE NOTES
ARE UNCLEAR. YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF OWNING AND DISPOSING OF THE NOTES, INCLUDING
THE TAX CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. FEDERAL OR OTHER TAX
LAWS.
Supplemental
plan of distribution; conflicts of interest
See “Supplemental Plan of Distribution” on page S-51 of
the accompanying general terms supplement no. 8,999 and “Plan of Distribution — Conflicts of Interest” on page 127 of
the accompanying prospectus. GS Finance Corp. estimates that its share of the total offering expenses, excluding underwriting discounts
and commissions, will be approximately $0.
GS Finance Corp. will sell to Goldman Sachs & Co. LLC (“GS&Co.”),
and GS&Co. will purchase from GS Finance Corp., the aggregate face amount of the offered notes specified on the front cover of this
pricing supplement. GS&Co. proposes initially to offer the notes to the public at the original issue price set forth on the cover
page of this pricing supplement, and to certain securities dealers at such price less a concession not in excess of 0% of the face amount.
GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc. and, as such, will have a “conflict of interest”
in this offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering
of notes will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this
offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
We will deliver the notes against payment therefor in New York, New
York on February 12, 2025. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally
are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade notes on any date prior to one business day before delivery will be required to specify alternative settlement arrangements
to prevent a failed settlement.
We have been advised by GS&Co. that it intends to make a market
in the notes. However, neither GS&Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may
stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the notes.
The notes will not be listed on any securities exchange or interdealer
quotation system.
VALIDITY
OF THE NOTES AND GUARANTEE
In the opinion of Davis Polk & Wardwell LLP, as special counsel
to GS Finance Corp. and The Goldman Sachs Group, Inc., when the notes offered by this pricing supplement have been issued by The Goldman
Sachs Group, Inc. pursuant to the GSFC 2008 indenture, the trustee has made the appropriate entries or notations to the master global
note that represents such notes (the “master note”), and such notes have been delivered against payment as contemplated herein,
such notes will be valid and binding obligations of GS Finance Corp. and the related guarantee will be a valid and binding obligation
of Goldman Sachs, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to
(i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above
and (ii) any provision of the GSFC 2008 indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law by limiting the amount of Goldman Sachs’s obligation under the related guarantee. This opinion
is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In
addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the GSFC
2008 indenture and its authentication of the master note and the validity, binding nature and enforceability of the GSFC 2008 indenture
with respect to the trustee, all as stated in the letter of such counsel dated January 31, 2025, which is Exhibit 5.1 to the report on
Form 8-K filed by The Goldman Sachs Group, Inc. on January 31, 2025.
We have not authorized anyone to provide any information or to make
any representations other than those contained or incorporated by reference in this pricing supplement, the accompanying general terms
supplement no. 8,999, the accompanying S&P 500® Futures Adaptive Response Indices Supplement No. 1, the accompanying
Amendment No. 1 to January 2025 S&P 500® Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER Supplement Addendum,
the accompanying prospectus supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. This pricing supplement, the accompanying general terms supplement
no. 8,999, the accompanying S&P 500® Futures Adaptive Response Indices Supplement No. 1, the accompanying Amendment
No. 1 to January 2025 S&P 500® Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER Supplement Addendum , the
accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in this pricing supplement, the accompanying general terms
supplement no. 8,999, the accompanying S&P 500® Futures Adaptive Response Indices Supplement No. 1, the accompanying
Amendment No. 1 to January 2025 S&P 500® Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER Supplement Addendum,
the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.
$2,000,000
GS Finance Corp.
Autocallable Contingent Coupon S&P 500®
Futures 40% VT Adaptive Response 6% Decrement
Index (USD) ER-Linked Notes due 2027
guaranteed by
The Goldman Sachs Group, Inc.
Goldman Sachs & Co. LLC
424B2
EX-FILING FEES
0000886982
333-269296
0000886982
2025-02-07
2025-02-07
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
S-3
GOLDMAN SACHS GROUP INC
Narrative Disclosure
The prospectus to which this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price for such offering is $2,000,000.
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