Kind 424B2 GOLDMAN SACHS GROUP INC

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Filed Pursuant to Rule 424(b)(2)

Registration Assertion No. 333-239610

              

The notes don’t bear curiosity. The quantity that you can be paid in your notes on the acknowledged maturity date (May 30, 2023) is predicated on the efficiency of the S&P 500^® Index as measured from the commerce date (November 24, 2020) to and together with the willpower date (May 24, 2023).

If the ultimate index degree on the willpower date is larger than the preliminary index degree of three,635.41, the return in your notes can be constructive and can equal 2 instances the index return, topic to the utmost settlement quantity of $1,165 for every $1,000 face quantity of your notes.

If the ultimate index degree declines by as much as 10% from the preliminary index degree, you’ll obtain the face quantity of your notes. If the ultimate index degree declines by greater than 10% from the preliminary index degree, the return in your notes can be detrimental and can equal the index return plus 10%. You may lose a good portion of the face quantity of your notes.

To find out your fee at maturity, we are going to calculate the index return, which is the proportion improve or lower within the ultimate index degree from the preliminary index degree. At maturity, for every $1,000 face quantity of your notes, you’ll obtain an quantity in cash equal to:

It’s best to learn the disclosure herein to raised perceive the phrases and dangers of your funding, together with the credit score danger of GS Finance Corp. and The Goldman Sachs Group, Inc. See web page PS-2.

The estimated value of your notes on the time the phrases of your notes are set on the commerce date is the same as roughly $959 per $1,000 face quantity. For a dialogue of the estimated value and the price at which Goldman Sachs & Co. LLC would initially purchase or promote your notes, if it makes a market within the notes, see the next web page.

Neither the Securities and Trade Fee nor every other regulatory physique has accepted or disapproved of those securities or handed upon the accuracy or adequacy of this prospectus. Any illustration on the contrary is a felony offense. The notes usually are not bank deposits and usually are not insured by the Federal Deposit Insurance coverage Company or every other governmental company, nor are they obligations of, or assured by, a bank.

Goldman Sachs & Co. LLC

Pricing Complement No. 694 dated November 24, 2020.

 

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The difficulty price, underwriting low cost and internet proceeds listed above relate to the notes we promote initially. We may determine to promote further notes after the date of this pricing complement, at concern costs and with underwriting reductions and internet proceeds that differ from the quantities set forth above. The return (whether or not constructive or detrimental) in your funding in notes will rely partially on the difficulty price you pay for such notes.

GS Finance Corp. may use this prospectus within the preliminary sale of the notes. As well as, Goldman Sachs & Co. LLC or every other affiliate of GS Finance Corp. may use this prospectus in a market-making transaction in a be aware after its preliminary sale. Except GS Finance Corp. or its agent informs the purchaser in any other case within the affirmation of sale, this prospectus is being utilized in a market-making transaction.

 

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PS-3

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TERMS AND CONDITIONS

(Phrases From Pricing Complement No. 694 Integrated Into Grasp Be aware No. 2)

 

CUSIP / ISIN: 40057EL88 / US40057EL886

Firm (Issuer): GS Finance Corp.

Guarantor: The Goldman Sachs Group, Inc.

Underlier: the S&P 500^® Index (present Bloomberg image: “SPX Index”), or any successor underlier, because it may be modified, changed or adjusted occasionally as supplied herein

Face quantity: $1,436,000 within the mixture on the unique concern date; the mixture face quantity may be elevated if the corporate, at its sole possibility, decides to promote a further quantity on a date subsequent to the commerce date.

Approved denominations: $1,000 or any integral a number of of $1,000 in extra thereof

Principal quantity: On the acknowledged maturity date, the corporate can pay, for every $1,000 of the excellent face quantity, an quantity in cash equal to the cash settlement quantity.

Cash settlement quantity:

Preliminary underlier degree: 3,635.41

Closing underlier degree: the closing degree of the underlier on the willpower date, topic to adjustment as supplied in “— Consequences of a market disruption event or non-trading day” and “— Discontinuance or modification of the underlier” beneath

Cap degree: 108.25% of the preliminary underlier degree

Most settlement quantity: $1,165

Upside participation charge: 200%

Underlier return: the quotient of (i) the ultimate underlier degree minus the preliminary underlier degree divided by (ii) the preliminary underlier degree, expressed as a share

Buffer degree: 90% of the preliminary underlier degree

Buffer charge: 100%

Buffer quantity: 10%

Commerce date: November 24, 2020

Authentic concern date: November 30, 2020

Willpower date: May 24, 2023, until the calculation agent determines {that a} market disruption occasion happens or is constant on such day or such day isn’t a buying and selling day. In that occasion, the willpower date would be the first following buying and selling day on which the calculation agent determines {that a} market disruption occasion doesn’t happen and

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isn’t persevering with. Nonetheless, the willpower date is not going to be postponed to a date later than the initially scheduled acknowledged maturity date or, if the initially scheduled acknowledged maturity date isn’t a enterprise day, later than the primary enterprise day after the initially scheduled acknowledged maturity date. If a market disruption occasion happens or is constant on the day that’s the final doable willpower date or such final doable day is not anyt a buying and selling day, that day will however be the willpower date.

Said maturity date: May 30, 2023, until that day isn’t a enterprise day, during which case the acknowledged maturity date can be postponed to the subsequent following enterprise day. The acknowledged maturity date will even be postponed if the willpower date is postponed as described below “— Determination date” above. In such a case, the acknowledged maturity date can be postponed by the identical variety of enterprise day(s) from however excluding the initially scheduled willpower date to and together with the precise willpower date.

Closing degree: for any given buying and selling day, the official closing degree of the underlier or any successor underlier revealed by the underlier sponsor on such buying and selling day

Buying and selling day: a day on which the respective principal securities markets for all the underlier stocks are open for buying and selling, the underlier sponsor is open for enterprise and the underlier is calculated and revealed by the underlier sponsor

Successor underlier: any substitute underlier accepted by the calculation agent as a successor underlier as supplied below “— Discontinuance or modification of the underlier” beneath

Underlier sponsor: at any time, the particular person or entity, together with any successor sponsor, that determines and publishes the underlier as then in impact. The notes usually are not sponsored, endorsed, bought or promoted by the underlier sponsor or any of its associates and the underlier sponsor and its associates make no illustration concerning the advisability of investing within the notes.

Underlier stocks: at any time, the stocks that comprise the underlier as then in impact, after giving impact to any additions, deletions or substitutions

Market disruption occasion: With respect to any given buying and selling day, any of the next can be a market disruption occasion with respect to the underlier:

and, within the case of any of those occasions, the calculation agent determines in its sole discretion that such occasion might materially intervene with the flexibility of the corporate or any of its associates or a equally located particular person to unwind all or a fabric portion of a hedge that may very well be effected with respect to this be aware.

The next occasions is not going to be market disruption occasions:

For this goal, an “absence of trading” within the main securities market on which an underlier stock is traded, or on which possibility or futures contracts referring to the underlier or an underlier stock are traded, is not going to embody any time when that market is itself closed for buying and selling below strange circumstances. In distinction, a suspension or limitation of buying and selling in an underlier stock or in possibility or futures contracts, if accessible, referring to the underlier or an underlier stock within the main marketplace for that stock or these contracts, by purpose of:

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will represent a suspension or materials limitation of buying and selling in that stock or these contracts in that market.

Penalties of a market disruption occasion or a non-trading day: If a market disruption occasion happens or is constant on a day that may in any other case be the willpower date or such day isn’t a buying and selling day, then the willpower date can be postponed as described below “— Determination date” above.

If the calculation agent determines that the closing degree of the underlier that have to be used to find out the cash settlement quantity isn’t accessible on the final doable willpower date due to a market disruption occasion, a non-trading day or for every other purpose (aside from as described below “— Discontinuance or modification of the underlier” beneath), the calculation agent will however decide the closing degree of the underlier primarily based on its evaluation, made in its sole discretion, of the extent 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 every other particular person or entity publishes a substitute underlier that the calculation agent determines is akin to the underlier and approves as a successor underlier, or if the calculation agent designates a substitute underlier, then the calculation agent will decide the quantity payable on the acknowledged maturity date by reference to such successor underlier.

If the calculation agent determines that the publication of the underlier is discontinued and there’s no successor underlier, the calculation agent will decide the quantity payable on the acknowledged maturity date by a computation methodology that the calculation agent determines will as carefully as fairly doable replicate the underlier.

If the calculation agent determines that (i) the underlier, the underlier stocks or the tactic of calculating the underlier is modified at any time the least bit — together with any addition, deletion or substitution and any reweighting or rebalancing of the underlier or the underlier stocks and whether or not the change is made by the underlier sponsor below its current insurance policies or following a modification of these insurance policies, is as a result of publication of a successor underlier, is because of occasions affecting a number of of the underlier stocks or their issuers or is because of every other purpose — and isn’t in any other case mirrored within the degree of the underlier by the underlier sponsor pursuant to the then-current underlier methodology of the underlier or (ii) there was a break up or reverse break up of the underlier, then the calculation agent can be permitted (however not required) to make such changes within the underlier or the tactic of its calculation because it believes are applicable to make sure that the ultimate underlier degree, used to find out the quantity payable on the acknowledged maturity date, is equitable.

All determinations and changes 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 isn’t obligated to make any such changes.

Calculation agent: Goldman Sachs & Co. LLC (“GS&Co.”)

Tax characterization: The holder, on behalf of itself and every other particular person having a useful curiosity on this be aware, hereby agrees with the corporate (within the absence of a change in legislation, an administrative willpower or a judicial ruling on the contrary) to characterize this be aware for all U.S. federal earnings tax functions as a pre-paid by-product contract in respect of the underlier.

Overdue principal charge: the efficient Federal Funds charge

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LIMITED EVENTS OF DEFAULT

The one occasions of default for the notes are (i) fee defaults that proceed for a 30 day-grace interval and (ii) sure insolvency occasions. No different breach or default below our senior debt indenture or the notes will lead to an occasion of default for the notes or allow the trustee or holders to speed up the maturity of the notes – that’s, they won’t be entitled to declare the face or principal quantity of any notes to be instantly due and payable. See “Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements” and “Description of Debt Securities We May Provide — Default, Cures and Waiver of Default — Securities Issued Underneath the 2008 GSFC Indenture” within the accompanying prospectus for additional particulars.

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HYPOTHETICAL EXAMPLES

The next examples are supplied for functions of illustration solely. They shouldn’t be taken as a sign or prediction of future funding outcomes and merely are meant for instance the impression that the varied hypothetical underlier ranges on the willpower date might have on the cash settlement quantity at maturity assuming all different variables stay fixed.

The examples beneath are primarily based on a variety of ultimate underlier ranges which might be fully hypothetical; the underlier degree on any day all through the lifetime of the notes, together with the ultimate underlier degree on the willpower date, can’t be predicted. The underlier has been extremely unstable up to now — that means that the underlier degree has modified significantly in comparatively quick durations — and its efficiency can’t be predicted for any future interval.

The data within the following examples displays hypothetical charges of return on the supplied notes assuming that they’re bought on the unique concern date on the face quantity and held to the acknowledged maturity date. In the event you promote your notes in a secondary market previous to the acknowledged maturity date, your return will depend on the market value of your notes on the time of sale, which may be affected by plenty of elements that aren’t mirrored within the examples beneath, akin to rates of interest, the volatility of the underlier, the creditworthiness of GS Finance Corp., as issuer, and the creditworthiness of The Goldman Sachs Group, Inc., as guarantor. As well as, the estimated value of your notes on the time the phrases of your notes are set on the commerce date (as decided by reference to pricing models utilized by GS&Co.) is lower than the unique concern price of your notes. For extra data on the estimated value of your notes, see “Further Danger Components Particular to Your Notes — The Estimated Worth of Your Notes On the Time the Phrases of Your Notes Are Set On the Commerce Date (as Decided By Reference to Pricing Models Used By GS&Co.) Is Much less Than the Authentic Problem price Of Your Notes” on web page PS-2 of this pricing complement. The data within the examples additionally displays the important thing phrases and assumptions within the field beneath.

For these causes, the precise efficiency of the underlier over the lifetime of your notes, in addition to the quantity payable at maturity may bear little relation to the hypothetical examples proven beneath or to the historic underlier ranges proven elsewhere on this pricing complement. For details about the historic ranges of the underlier throughout current durations, see “The Underlier — Historical Closing Levels of the Underlier” beneath. Earlier than investing within the supplied notes, it is best to seek the advice of publicly accessible data to find out the degrees of the underlier between the date of this pricing complement and the date of your buy of the supplied notes.

Additionally, the hypothetical examples proven beneath don’t bear in mind the consequences of relevant taxes. Due to the U.S. tax remedy relevant to your notes, tax liabilities might have an effect on the after-tax charge of return in your notes to a relatively larger extent than the after-tax return on the underlier stocks.

The degrees within the left column of the desk beneath characterize hypothetical ultimate underlier ranges and are expressed as percentages of the preliminary underlier degree. The quantities in the suitable column characterize the hypothetical cash settlement quantities, primarily based on the corresponding hypothetical ultimate underlier degree, and are expressed as percentages of the face quantity of a be aware (rounded to the closest one-thousandth of a %). Thus, a hypothetical cash settlement quantity of 100.000% signifies that the value of the cash fee that we’d ship for every $1,000 of the excellent face quantity of the supplied notes on the acknowledged maturity date would equal 100.000% of the face quantity of a be aware, primarily based on the corresponding hypothetical ultimate underlier degree and the assumptions famous above.

PS-8

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If, for instance, the ultimate underlier degree had been decided to be 25.000% of the preliminary underlier degree, the cash settlement quantity that we’d ship in your notes at maturity can be 35.000% of the face quantity of your notes, as proven within the desk above. In consequence, in case you bought your notes on the unique concern date on the face quantity and held them to the acknowledged maturity date, you’ll lose 65.000% of your funding (in case you bought your notes at a premium to face quantity you’ll lose a correspondingly larger share of your funding). If the ultimate underlier degree had been decided to be 0.000% of the preliminary underlier degree, you’ll lose 90.000% of your funding within the notes. As well as, if the ultimate underlier degree had been decided to be 200.000% of the preliminary underlier degree, the cash settlement quantity that we’d ship in your notes at maturity can be capped on the most settlement quantity, or 116.500% of every $1,000 face quantity of your notes, as proven within the desk above. In consequence, in case you held your notes to the acknowledged maturity date, you wouldn’t profit from any improve within the ultimate underlier degree over 108.250% of the preliminary underlier degree.  

The next chart exhibits a graphical illustration of the hypothetical cash settlement quantities that we’d pay in your notes on the acknowledged maturity date, if the ultimate underlier degree had been any of the hypothetical ranges proven on the horizontal axis. The hypothetical cash settlement quantities within the chart are expressed as percentages of the face quantity of your notes and the hypothetical ultimate underlier ranges are expressed as percentages of the preliminary underlier degree. The chart exhibits that any hypothetical ultimate underlier degree of lower than 90.000% (the part left of the 90.000% marker on the horizontal axis) would lead to a hypothetical cash settlement quantity of lower than 100.000% of the face quantity of your notes (the part beneath the 100.000% marker on the vertical axis) and, accordingly, in a lack of principal to the holder of the notes. The chart additionally exhibits that any hypothetical ultimate underlier degree of larger than or equal to 108.250% (the part proper of the 108.250% marker on the horizontal axis) would lead to a capped return in your funding.

PS-9

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The cash settlement quantities proven above are fully hypothetical; they’re primarily based on market costs for the underlier stocks that may not be achieved on the willpower date and on assumptions that may show to be inaccurate. The precise market value of your notes on the acknowledged maturity date or at every other time, together with any time you may want to promote your notes, may bear little relation to the hypothetical cash settlement quantities proven above, and these quantities shouldn’t be seen as a sign of the monetary return on an funding within the supplied notes. The hypothetical cash settlement quantities on notes held to the acknowledged maturity date within the examples above assume you bought your notes at their face quantity and haven’t been adjusted to replicate the precise concern price you pay in your notes. The return in your funding (whether or not constructive or detrimental) in your notes can be affected by the quantity you pay in your notes. If you buy your notes for a price aside from the face quantity, the return in your funding will differ from, and may be considerably decrease than, the hypothetical returns prompt by the above examples. Please learn “Additional Risk Factors Specific to Your Notes — The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” on web page PS-2.

Funds on the notes are economically equal to the quantities that may be paid on a mix of different devices. For instance, funds on the notes are economically equal to a mix of an interest-bearing bond purchased by the holder and a number of choices entered into between the holder and us (with a number of implicit possibility premiums paid over time). The dialogue on this paragraph doesn’t modify or have an effect on the phrases of the notes or the U.S. federal earnings tax remedy of the notes, as described elsewhere on this pricing complement.

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ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES

The Estimated Worth of Your Notes On the Time the Phrases of Your Notes Are Set On the Commerce Date (as Decided By Reference to Pricing Models Used By GS&Co.) Is Much less Than the Authentic Problem price Of Your Notes

The unique concern price in your notes exceeds the estimated value of your notes as of the time the phrases of your notes are set on the commerce date, as decided by reference to GS&Co.’s pricing models and considering our credit score spreads. Such estimated value on the commerce date is ready forth above below “Estimated Worth of Your Notes”; after the commerce date, the estimated value as decided by reference to those models can be affected by modifications in market situations, the creditworthiness of GS Finance Corp., as issuer, the creditworthiness of The Goldman Sachs Group, Inc., as guarantor, and different related elements. The price at which GS&Co. would initially purchase or promote your notes (if GS&Co. makes a market, which it isn’t obligated to do), and the value that GS&Co. will initially use for account statements and in any other case, additionally exceeds the estimated value of your notes as decided by reference to those models. As agreed by GS&Co. and the distribution individuals, this extra (i.e., the extra quantity described below “Estimated Value of Your Notes”) will decline to zero on a straight line foundation over the interval from the date hereof by way of the relevant date set forth above below “Estimated Value of Your Notes”. Thereafter, if GS&Co. buys or sells your notes it would achieve this at costs that replicate the estimated value decided by reference to such pricing models at the moment. The price at which GS&Co. will purchase or promote your notes at any time additionally will replicate its then present bid and ask unfold for comparable sized trades of structured notes.

In estimating the value of your notes as of the time the phrases of your notes are set on the commerce date, as disclosed above below “Estimated Value of Your Notes”, GS&Co.’s pricing models take into account sure variables, together with principally our credit score spreads, rates of interest (forecasted, present and historic charges), volatility, price-sensitivity evaluation and the time to maturity of the notes. These pricing models are proprietary and rely partially on sure assumptions about future occasions, which may show to be incorrect. In consequence, the precise value you’ll obtain in case you bought your notes within the secondary market, if any, to others may differ, maybe materially, from the estimated value of your notes decided by reference to our models because of, amongst different issues, any variations in pricing models or assumptions utilized by others. See “—The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” beneath.

The distinction between the estimated value of your notes as of the time the phrases of your notes are set on the commerce date and the unique concern price is a results of sure elements, together with principally the underwriting low cost and commissions, the bills incurred in creating, documenting and advertising and marketing the notes, and an estimate of the distinction between the quantities we pay to GS&Co. and the quantities GS&Co. pays to us in connection along with your notes. We pay to GS&Co. quantities primarily based on what we’d pay to holders of a non-structured be aware with an analogous maturity. In return for such fee, GS&Co. pays to us the quantities we owe below your notes.

Along with the elements mentioned above, the value and quoted price of your notes at any time will replicate many elements and can’t be predicted. If GS&Co. makes a market within the notes, the price quoted by GS&Co. would replicate any modifications in market situations and different related elements, together with any deterioration in our creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc. These modifications may adversely have an effect on the value of your notes, together with the price you may obtain in your notes in any market making transaction. To the extent that GS&Co. makes a market within the notes, the quoted price will replicate the estimated value decided by reference to GS&Co.’s pricing models at the moment, plus or minus its then present bid and ask unfold for comparable sized trades of structured notes (and topic to the declining extra quantity described above).

Moreover, in case you promote your notes, you’ll seemingly be charged a fee for secondary market transactions, or the price will seemingly replicate a vendor low cost. This fee or low cost will additional cut back the proceeds you’ll obtain in your notes in a secondary market sale.

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There isn’t any assurance that GS&Co. or every other get together can be keen to buy your notes at any price and, on this regard, GS&Co. isn’t obligated to make a market within the notes. See “Further Danger Components Particular to the Underlier-Linked Notes — Your Notes May Not Have an Active Buying and selling Market” on web page S-10 of the accompanying common phrases complement no. 8,671.

The Notes Are Topic to the Credit score Danger of the Issuer and the Guarantor

Though the return on the notes can be primarily based on the efficiency of the underlier, the fee of any quantity due on the notes is topic to the credit score danger of GS Finance Corp., as issuer of the notes, and the credit score danger of The Goldman Sachs Group, Inc. as guarantor of the notes. The notes are our unsecured obligations. Buyers are depending on our skill to pay all quantities due on the notes, and due to this fact buyers are topic to our credit score danger and to modifications available in the market’s view of our creditworthiness. Equally, buyers are depending on the flexibility of The Goldman Sachs Group, Inc., as guarantor of the notes, to pay all quantities due on the notes, and due to this fact are additionally topic to its credit score danger and to modifications available 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 web page S-5 of the accompanying prospectus complement and “Description of Debt Securities We May Provide — Assure by The Goldman Sachs Group, Inc.” on web page 68 of the accompanying prospectus.

The Quantity Payable on Your Notes Is Not Linked to the Degree of the Underlier at Any Time Different Than the Willpower Date

The ultimate underlier degree can be primarily based on the closing degree of the underlier on the willpower date (topic to adjustment as described elsewhere on this pricing complement). Subsequently, if the closing degree of the underlier dropped precipitously on the willpower date, the cash settlement quantity in your notes may be considerably lower than it will have been had the cash settlement quantity been linked to the closing degree of the underlier previous to such drop within the degree of the underlier. Though the precise degree of the underlier on the acknowledged maturity date or at different instances in the course of the lifetime of your notes may be larger than the ultimate underlier degree, you’ll not profit from the closing degree of the underlier at any time aside from on the willpower date.

You May Lose a Substantial Portion of Your Funding within the Notes

You’ll be able to lose a considerable portion of your funding within the notes. The cash fee in your notes on the acknowledged maturity date can be primarily based on the efficiency of the underlier as measured from the preliminary underlier degree to the closing degree on the willpower date. If the ultimate underlier degree is lower than the buffer degree, you’ll have a loss for every $1,000 of the face quantity of your notes equal to the product of (i) the sum of the underlier return plus the buffer quantity instances (ii) $1,000. Thus, you may lose a considerable portion of your funding within the notes, which would come with any premium to face quantity you paid once you bought the notes.

Additionally, the market price of your notes previous to the acknowledged maturity date may be considerably decrease than the acquisition price you pay in your notes. Consequently, in case you promote your notes earlier than the acknowledged maturity date, you may obtain far lower than the quantity of your funding within the notes.

The Market Worth of Your Notes May Be Influenced by Many Unpredictable Components

After we confer with the market value of your notes, we imply the value that you might obtain in your notes in case you selected to promote them within the open market earlier than the acknowledged maturity date. Various elements, lots of that are past our management, will affect the market value of your notes, together with:

These elements may affect the market value of your notes in case you promote your notes earlier than maturity, together with the price you may obtain in your notes in any market making transaction. In the event you promote your notes previous to maturity, you may obtain lower than the face quantity of your notes. You can’t predict the long run efficiency of the underlier primarily based on its historic efficiency.

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Your Notes Do Not Bear Curiosity

You’ll not obtain any curiosity funds in your notes. In consequence, even when the cash settlement quantity payable in your notes on the acknowledged maturity date exceeds the face quantity of your notes, the general return you earn in your notes may be lower than you’ll have earned by investing in a non-indexed debt safety of comparable maturity that bears curiosity at a prevailing market charge.

The Potential for the Worth of Your Notes to Enhance Will Be Restricted

Your skill to take part in any change within the value of the underlier over the lifetime of your notes can be restricted due to the utmost settlement quantity. The utmost settlement quantity will restrict the cash settlement quantity you may obtain for every of your notes at maturity, irrespective of how a lot the extent of the underlier may rise past the cap degree over the lifetime of your notes. Accordingly, the quantity payable for every of your notes may be considerably lower than it will have been had you invested instantly within the underlier.

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

Investing in your notes is not going to make you a holder of any of the underlier stocks. Neither you nor every other holder or proprietor of your notes can have any rights with respect to the underlier stocks, together with any voting rights, any proper to obtain dividends or different distributions, any rights to make a declare towards the underlier stocks or every other rights of a holder of the underlier stocks. Your notes can be paid in cash and you’ll have no proper to obtain supply of any underlier stocks.

We May Promote an Further Combination Face Quantity of the Notes at a Completely different Problem price

At our sole possibility, we may determine to promote a further mixture face quantity of the notes subsequent to the date of this pricing complement. The difficulty price of the notes within the subsequent sale may differ considerably (larger or decrease) from the unique concern price you paid as supplied on the quilt of this pricing complement.

If You Buy Your Notes at a Premium to Face Quantity, the Return on Your Funding Will Be Decrease Than the Return on Notes Bought at Face Quantity and the Influence of Sure Key Phrases of the Notes Will Be Negatively Affected

The cash settlement quantity is not going to be adjusted primarily based on the difficulty price you pay for the notes. If you buy notes at a price that differs from the face quantity of the notes, then the return in your funding in such notes held to the acknowledged maturity date will differ from, and may be considerably lower than, the return on notes bought at face quantity. If you buy your notes at a premium to face quantity and maintain them to the acknowledged maturity date, the return in your funding within the notes can be decrease than it will have been had you bought the notes at face quantity or a reduction to face quantity. As well as, the impression of the buffer degree and the cap degree on the return in your funding will depend on the price you pay in your notes relative to face quantity. For instance, if you buy your notes at a premium to face quantity, the cap degree will solely allow a decrease constructive return in your funding within the notes than would have been the case for notes bought at face quantity or a reduction to face quantity. Equally, the buffer degree, whereas nonetheless offering some safety for the return on the notes, will enable a larger share lower in your funding within the notes than would have been the case for notes bought at face quantity or a reduction to face quantity.

The Tax Penalties of an Funding in Your Notes Are Unsure  

The tax penalties of an funding in your notes are unsure, each as to the timing and character of any inclusion in earnings in respect of your notes.

The Inside Income Service introduced on December 7, 2007 that it’s contemplating issuing steerage concerning the correct U.S. federal earnings tax remedy of an instrument akin to your notes, and any such steerage might adversely have an effect on the tax remedy and the value of your notes. Amongst different issues, the Inside Income Service may determine to require the holders to accrue strange earnings on a present foundation and acknowledge strange earnings on fee at maturity, and will topic non-U.S. buyers to withholding tax. Moreover, in 2007, laws was launched in Congress that, if enacted, would have required holders that acquired devices akin to your notes after the invoice was enacted to accrue curiosity earnings over the time period of such devices despite the fact that there can be no curiosity funds over the time period of such devices. It isn’t doable to foretell whether or not an analogous or similar invoice can be enacted sooner or later, or whether or not any such invoice would have an effect on the tax remedy of your notes. We describe these developments in additional element below “Supplemental Discussion of U.S. Federal Income Tax Consequences – United States Holders – Possible Change in Law” beneath. It’s best to seek the advice of your tax advisor about this matter. Besides to the extent in any other case supplied by legislation, GS Finance Corp. intends to proceed treating the notes for U.S. federal earnings tax functions in accordance with the remedy described below “Supplemental Discussion of U.S. Federal Income Tax Consequences” beneath until and till such time as Congress, the Treasury Division or the Inside Income Service decide that another remedy is extra applicable. Please additionally seek the advice of your

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tax advisor in regards to the U.S. federal earnings tax and every other relevant tax penalties to you of proudly owning your notes in your specific circumstances.

Overseas Account Tax Compliance Act (FATCA) Withholding May Apply to Funds on Your Notes, Together with as a Results of the Failure of the Bank or Dealer By Which You Maintain the Notes to Present Data to Tax Authorities

Please see the dialogue below “United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding” within the accompanying prospectus for an outline of the applicability of FATCA to funds made in your notes.

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THE UNDERLIER

The S&P 500^® Index features a consultant pattern of 500 corporations in main industries of the U.S. economic system and is meant to supply a efficiency benchmark for the large-cap U.S. fairness markets. For extra particulars in regards to the underlier, the underlier sponsor and license settlement between the underlier sponsor and the issuer, see “The Underliers — S&P 500^® Index” within the accompanying underlier complement no. 14.

The S&P 500^® Index is a product of S&P Dow Jones Indices LLC, and has been licensed to be used by GS Finance Corp. (“Goldman”). Commonplace & Poor’s^® and S&P^® are registered logos of Commonplace & Poor’s Monetary Companies LLC; Dow Jones^® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) and these logos have been licensed to be used by S&P Dow Jones Indices LLC and sublicensed for sure functions by Goldman. Goldman’s notes usually are not sponsored, endorsed, bought or promoted by S&P Dow Jones Indices LLC, Dow Jones, Commonplace & Poor’s Monetary Companies LLC or any of their respective associates and neither S&P Dow Jones Indices LLC, Dow Jones, Commonplace & Poor’s Monetary Companies LLC or any of their respective associates make any illustration concerning the advisability of investing in such notes.

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Historic Closing Ranges of the Underlier

The closing degree of the underlier has fluctuated up to now and may, sooner or later, expertise important fluctuations. Particularly, the underlier has not too long ago skilled excessive and strange volatility. Any historic upward or downward pattern within the closing degree of the underlier in the course of the interval proven beneath isn’t a sign that the underlier is kind of more likely to improve or lower at any time in the course of the lifetime of your notes.

You shouldn’t take the historic ranges of the underlier as a sign of the long run efficiency of the underlier, together with due to the current volatility described above. We can not offer you any assurance that the long run efficiency of the underlier or the underlier stocks will lead to your receiving an quantity larger than the excellent face quantity of your notes on the acknowledged maturity date.

Neither we nor any of our associates make any illustration to you as to the efficiency of the underlier. Earlier than investing within the supplied notes, it is best to seek the advice of publicly accessible data to find out the degrees of the underlier between the date of this pricing complement and the date of your buy of the supplied notes and, given the current volatility described above, it is best to pay specific consideration to current ranges of the underlier. The precise efficiency of the underlier over the lifetime of the supplied notes, in addition to the cash settlement quantity, may bear little relation to the historic closing ranges proven beneath.

The graph beneath exhibits the every day historic closing ranges of the underlier from January 2, 2015 by way of November 24, 2020. In consequence, the next graph doesn’t replicate the worldwide monetary disaster which started in 2008, which had a materially detrimental impression on the price of most fairness securities and, in consequence, the extent of most fairness indices. We obtained the closing ranges within the graph beneath from Bloomberg Monetary Companies, with out unbiased verification.

 

Historic Efficiency of the S&P 500^® Index  

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SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES

The next part dietary supplements the dialogue of U.S. federal earnings taxation within the accompanying prospectus complement.

The next part is the opinion of Sidley Austin LLP, counsel to GS Finance Corp. and The Goldman Sachs Group, Inc. As well as, it’s the opinion of Sidley Austin LLP that the characterization of the notes for U.S. federal earnings tax functions that can be required below the phrases of the notes, as mentioned beneath, is an affordable interpretation of present legislation.

This part doesn’t apply to you in case you are a member of a category of holders topic to particular guidelines, akin to:

Though this part is predicated on the U.S. Inside Income Code of 1986, as amended, its legislative historical past, current and proposed rules below the Inside Income Code, revealed rulings and courtroom selections, all as at present in impact, no statutory, judicial or administrative authority instantly addresses how your notes needs to be handled for U.S. federal earnings tax functions, and in consequence, the U.S. federal earnings tax penalties of your funding in your notes are unsure. Furthermore, these legal guidelines are topic to vary, probably on a retroactive foundation.

 

United States Holders

This part applies to you solely in case you are a United States holder that holds your notes as a capital asset for tax functions. You’re a United States holder in case you are a useful proprietor of every of your notes and you might be:

Tax Remedy. You may be obligated pursuant to the phrases of the notes – within the absence of a change in legislation, an administrative willpower or a judicial ruling on the contrary – to characterize every be aware for all tax functions as a pre-paid by-product contract in respect of the underlier. Besides as in any other case acknowledged beneath, the dialogue herein assumes that the notes can be so handled.

Upon the sale, exchange or maturity of your notes, it is best to acknowledge capital achieve or loss equal to the distinction, if any, between the quantity of cash you obtain at such time and your tax foundation in your notes. Your tax foundation within the notes will usually be equal to the quantity that you simply paid for the notes. In the event you maintain your notes for multiple 12 months, the achieve or loss usually can be long-term capital achieve or loss. In the event you maintain your notes for one 12 months or much less, the achieve or loss usually can be short-term capital achieve or loss. Brief-term capital good points are usually topic to tax on the marginal tax charges relevant to strange earnings.

No statutory, judicial or administrative authority instantly discusses how your notes needs to be handled for U.S. federal earnings tax functions. In consequence, the U.S. federal earnings tax penalties of your funding within the notes are unsure and various characterizations are doable. Accordingly, we urge you to seek the advice of your tax advisor in figuring out the tax penalties of an funding in your notes in your

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specific circumstances, together with the appliance of state, native or different tax legal guidelines and the doable results of modifications in federal or different tax legal guidelines.

Various Therapies. There isn’t any judicial or administrative authority discussing how your notes needs to be handled for U.S. federal earnings tax functions. Subsequently, the Inside Income Service would possibly assert {that a} remedy aside from that described above is extra applicable. For instance, the Inside Income Service might deal with your notes as a single debt instrument topic to particular guidelines governing contingent fee debt devices. Underneath these guidelines, the quantity of curiosity you might be required to bear in mind for every accrual interval can be decided by developing a projected fee schedule for the notes and making use of guidelines just like these for accruing unique concern low cost on a hypothetical noncontingent debt instrument with that projected fee schedule. This methodology is utilized by first figuring out the comparable yield – i.e., the yield at which we’d concern a noncontingent fastened charge debt instrument with phrases and situations just like your notes – after which figuring out a fee schedule as of the difficulty date that may produce the comparable yield. These guidelines may have the impact of requiring you to incorporate curiosity in earnings in respect of your notes previous to your receipt of cash attributable to that earnings.

If the principles governing contingent fee debt devices apply, any achieve you acknowledge upon the sale, exchange or maturity of your notes can be handled as strange curiosity earnings. Any loss you acknowledge at the moment can be handled as strange loss to the extent of curiosity you included as earnings within the present or earlier taxable years in respect of your notes, and, thereafter, as capital loss.

If the principles governing contingent fee debt devices apply, particular guidelines would apply to an individual who purchases notes at a price aside from the adjusted concern price as decided for tax functions.

It is usually doable that your notes may very well be handled within the method described above, besides that any achieve or loss that you simply acknowledge at maturity can be handled as strange achieve or loss. It’s best to seek the advice of your tax advisor as to the tax penalties of such characterization and any doable various characterizations of your notes for U.S. federal earnings tax functions.

It’s doable that the Inside Income Service might search to characterize your notes in a fashion that ends in tax penalties to you which might be completely different from these described above. It’s best to seek the advice of your tax advisor as to the tax penalties of any doable various characterizations of your notes for U.S. federal earnings tax functions.

Attainable Change in Regulation

On December 7, 2007, the Inside Income Service launched a discover stating that the Inside Income Service and the Treasury Division are actively contemplating issuing steerage concerning the correct U.S. federal earnings tax remedy of an instrument such because the supplied notes, together with whether or not the holders needs to be required to accrue strange earnings on a present foundation and whether or not achieve or loss needs to be strange or capital. It isn’t doable to find out what steerage they may in the end concern, if any. It’s doable, nonetheless, that below such steerage, holders of the notes will in the end be required to accrue earnings at present and this may very well be utilized on a retroactive foundation. The Inside Income Service and the Treasury Division are additionally contemplating different related points, together with whether or not international holders of such devices needs to be topic to withholding tax on any deemed earnings accruals, and whether or not the particular “constructive ownership rules” of Part 1260 of the Inside Income Code is likely to be utilized to such devices. Besides to the extent in any other case supplied by legislation, we intend to proceed treating the notes for U.S. federal earnings tax functions in accordance with the remedy described above below “Tax Treatment” until and till such time as Congress, the Treasury Division or the Inside Income Service decide that another remedy is extra applicable.

Moreover, in 2007, laws was launched in Congress that, if enacted, would have required holders that acquired devices akin to your notes after the invoice was enacted to accrue curiosity earnings over the time period of such devices despite the fact that there can be no curiosity funds over the time period of such devices. It isn’t doable to foretell whether or not a comparable or similar invoice can be enacted sooner or later, or whether or not any such invoice would have an effect on the tax remedy of your notes.

It’s unattainable to foretell what any such laws or administrative or regulatory steerage would possibly present, and whether or not the efficient date of any laws or steerage will have an effect on notes that had been issued earlier than the date that such laws or steerage is issued. You might be urged to seek the advice of your tax advisor as to the chance that any legislative or administrative motion may adversely have an effect on the tax remedy of your notes.

Backup Withholding and Data Reporting

You may be topic to usually relevant data reporting and backup withholding necessities as mentioned within the accompanying prospectus below “United States Taxation — Taxation of Debt Securities — Backup Withholding and Information Reporting — United States Holders” with respect to funds in your notes and,

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however that we don’t intend to deal with the notes as debt for tax functions, we intend to backup withhold on such funds with respect to your notes until you adjust to the necessities essential to keep away from backup withholding on debt devices (during which case you’ll not be topic to such backup withholding) as set forth below “United States Taxation — Taxation of Debt Securities — United States Holders” within the accompanying prospectus.

Please see the dialogue below “United States Taxation — Taxation of Debt Securities — Backup Withholding and Information Reporting—United States Holders” within the accompanying prospectus for an outline of the applicability of the backup withholding and knowledge reporting guidelines to funds made in your notes.

United States Alien Holders

This part applies to you solely in case you are a United States alien holder. You’re a United States alien holder in case you are the useful proprietor of notes and are, for U.S. federal earnings tax functions:

You may be topic to usually relevant data reporting and backup withholding necessities as mentioned within the accompanying prospectus below “United States Taxation — Taxation of Debt Securities — Backup Withholding and Information Reporting — United States Alien Holders” with respect to funds in your notes at maturity and, however that we don’t intend to deal with the notes as debt for tax functions, we intend to backup withhold on such funds with respect to your notes until you adjust to the necessities essential to keep away from backup withholding on debt devices (during which case you’ll not be topic to such backup withholding) as set forth below “United States Taxation — Taxation of Debt Securities — United States Alien Holders” within the accompanying prospectus.

As mentioned above, various characterizations of the notes for U.S. federal earnings tax functions are doable. Ought to an alternate characterization of the notes, by purpose of a change or clarification of the legislation, by regulation or in any other case, trigger funds at maturity with respect to the notes to change into topic to withholding tax, we are going to withhold tax on the relevant statutory charge and we is not going to make funds of any further quantities. Potential United States alien holders of the notes ought to seek the advice of their tax advisor on this regard.

Moreover, on December 7, 2007, the Inside Income Service launched Discover 2008-2 soliciting feedback from the general public on varied points, together with whether or not devices akin to your notes needs to be topic to withholding. It’s due to this fact doable that guidelines can be issued sooner or later, probably with retroactive impact, that may trigger funds in your notes at maturity to be topic to withholding, even in case you adjust to certification necessities as to your international standing.

As well as, the Treasury Division has issued rules below which quantities paid or deemed paid on sure monetary devices (“871(m) financial instruments”) which might be handled as attributable to U.S.-source dividends may very well be handled, in complete or partially relying on the circumstances, as a “dividend equivalent” fee that’s topic to tax at a charge of 30% (or a decrease charge below an relevant treaty), which within the case of any quantities you obtain upon the sale, exchange or maturity of your notes, may very well be collected by way of withholding. If these rules had been to use to the notes, we may be required to withhold such taxes if any U.S.-source dividends are paid on the stocks included within the underlier in the course of the time period of the notes. We might additionally require you to make certifications (e.g., an relevant Inside Income Service Kind W-8) previous to the maturity of the notes as a way to keep away from or reduce withholding obligations, and we might withhold accordingly (topic to your potential proper to say a refund from the Inside Income Service) if such certifications weren’t obtained or weren’t passable. If withholding was required, we’d not be required to pay any further quantities with respect to quantities so withheld. These rules usually will apply to 871(m) monetary devices (or a mix of monetary devices handled as having been entered into in reference to one another) issued (or considerably modified and handled as retired and reissued) on or after January 1, 2023, however will even apply to sure 871(m) monetary devices (or a mix of monetary devices handled as having been entered into in reference to one another) which have a delta (as outlined within the relevant Treasury rules) of 1 and are issued (or considerably modified and handled as retired and reissued) on or after January 1, 2017.  As well as, these rules is not going to apply to monetary devices that reference a “qualified index” (as outlined within the rules).  We have now decided that, as of the difficulty date of your notes, your notes is not going to be topic to withholding below these guidelines.  In sure restricted circumstances, nonetheless, you ought to be conscious that it’s doable for United States alien holders to be responsible for tax below these guidelines with respect to a mix of transactions handled as having been entered into in reference to one another even when no withholding is required.  It’s best to seek the advice of your tax advisor regarding these rules, subsequent

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official steerage and concerning every other doable various characterizations of your notes for U.S. federal earnings tax functions.

Overseas Account Tax Compliance Act (FATCA) Withholding

Pursuant to Treasury rules, Overseas Account Tax Compliance Act (FATCA) withholding (as described in “United States Taxation—Taxation of Debt Securities—Foreign Account Tax Compliance Act (FATCA) Withholding” within the accompanying prospectus) will usually apply to obligations which might be issued on or after July 1, 2014; due to this fact, the notes will usually be topic to the FATCA withholding guidelines.

SUPPLEMENTAL PLAN OF DISTRIBUTION; CONFLICTS OF INTEREST

See “Supplemental Plan of Distribution” on web page S-35 of the accompanying common phrases complement no. 8,671 and “Plan of Distribution — Conflicts of Interest” on web page 125 of the accompanying prospectus. GS Finance Corp. estimates that its share of the entire providing bills, excluding underwriting reductions and commissions, can be roughly $10,000.

GS Finance Corp. will promote to GS&Co., and GS&Co. will buy from GS Finance Corp., the mixture face quantity of the supplied notes specified on the entrance cowl of this pricing complement. GS&Co. proposes initially to supply the notes to the general public on the unique concern price set forth on the quilt web page of this pricing complement, and to sure securities sellers at such price much less a concession not in extra of two.5% of the face quantity. GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc. and, as such, can have a “conflict of interest” on this providing of notes throughout the that means of Monetary Trade Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this providing of notes can be performed in compliance with the provisions of FINRA Rule 5121. GS&Co. is not going to be permitted to promote notes on this providing to an account over which it workouts discretionary authority with out the prior particular written approval of the account holder.

We have now been suggested that GS&Co. will even pay a payment in reference to the distribution of the notes to SIMON Markets LLC, a broker-dealer affiliated with GS Finance Corp.

We are going to ship the notes towards fee therefor in New York, New York on November 30, 2020. Underneath Rule 15c6-1 of the Securities Trade Act of 1934, trades within the secondary market usually are required to settle in two enterprise days, until the events to any such commerce expressly agree in any other case. Accordingly, purchasers who want to commerce notes on any date prior to 2 enterprise days earlier than supply can be required to specify various settlement preparations to forestall a failed settlement.

We have now been suggested by GS&Co. that it intends to make a market within the notes. Nonetheless, neither GS&Co. nor any of our different associates that makes a market is obligated to take action and any of them may cease doing so at any time with out discover. No assurance will be given as to the liquidity or buying and selling marketplace for the notes.

The notes is not going to be listed on any securities exchange or interdealer citation system.

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VALIDITY OF THE NOTES AND GUARANTEE

Within the opinion of Sidley Austin LLP, as counsel to GS Finance Corp. and The Goldman Sachs Group, Inc., when the notes supplied by this pricing complement have been executed and issued by GS Finance Corp., such notes have been authenticated by the trustee pursuant to the indenture, and such notes have been delivered towards fee as contemplated herein, (a) such notes can be legitimate and binding obligations of GS Finance Corp., enforceable in accordance with their phrases, topic to relevant chapter, insolvency and comparable legal guidelines affecting collectors’ rights usually, ideas of reasonableness and equitable rules of common applicability (together with, with out limitation, ideas of fine religion, honest dealing and the shortage of unhealthy religion), supplied that such counsel expresses no opinion as to the impact of fraudulent conveyance, fraudulent switch or comparable provision of relevant legislation on the conclusions expressed above and (b) the assure with respect to such notes can be a legitimate and binding obligation of The Goldman Sachs Group, Inc., enforceable in accordance with its phrases, topic to relevant chapter, insolvency and comparable legal guidelines affecting collectors’ rights usually, ideas of reasonableness and equitable rules of common applicability (together with, with out limitation, ideas of fine religion, honest dealing and the shortage of unhealthy religion), supplied that such counsel expresses no opinion as to the impact of fraudulent conveyance, fraudulent switch or comparable provision of relevant legislation on the conclusions expressed above. This opinion is given as of the date hereof and is restricted to the legal guidelines of the State of New York and the General Company Regulation of the State of Delaware as in impact on the date hereof. As well as, this opinion is topic to customary assumptions in regards to the trustee’s authorization, execution and supply of the indenture and the genuineness of signatures and sure factual issues, all as acknowledged within the letter of such counsel dated July 1, 2020, which has been filed as Exhibit 5.6 to the registration assertion on Kind S-Three filed with the Securities and Trade Fee by GS Finance Corp. and The Goldman Sachs Group, Inc. on July 1, 2020.

 

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We have now not approved anybody to supply any data or to make any representations aside from these contained or integrated by reference on this pricing complement, the accompanying common phrases complement no. 8,671, the accompanying underlier complement no. 14, the accompanying prospectus complement or the accompanying prospectus. We take no duty for, and may present no assurance as to the reliability of, every other data that others may offer you. This pricing complement, the accompanying common phrases complement no. 8,671, the accompanying underlier complement no. 14, the accompanying prospectus complement and the accompanying prospectus is a suggestion to promote only the notes supplied hereby, however solely below circumstances and in jurisdictions the place it’s lawful to take action. The data contained on this pricing complement,, the accompanying common phrases complement no. 8,671, the accompanying underlier complement no. 14, the accompanying prospectus complement and the accompanying prospectus is present solely as of the respective dates of such paperwork.

 

TABLE OF CONTENTS
Pricing Complement

 

 

 

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$1,436,000

 

 

GS Finance Corp.

 

 

Leveraged Buffered S&P 500^® Index-Linked Notes due 2023

 

assured by

The Goldman Sachs Group, Inc.

 

 

Goldman Sachs & Co. LLC