Y O U R P A T H F O R W A R D O U R L O C A T I O N S North Point Advisor Group is a modern financial services firm that takes a comprehensive approach in working with our clients Built on the principle that a client s financial plan should encompass investment tax and estate planning the team at North Point works to provide you trusted holistic guidance in these areas North Point Advisor Group is comprised of a team of professionals with years of experience and knowledge As a client you have ongoing access to our robust team of advisors and staff many of whom specialize in various areas of planning This team approach allows for a collective effort to tackle life s financial challenges Our firm relentlessly pursues excellence for our clients with integrity and a continued focus on what matters most you MN MAHTOMEDI 12 Long Lake Rd 5 651 447 2235 WI ALTOONA 903 S Hillcrest Pkwy 715 598 7011 WI BLACK RIVER FALLS 503 N Water Street 715 284 2240 northpointadvisorgroup com Advisors associated with North Point Advisor Group LLC may either be 1 registered representatives with and securities offered through LPL Financial Member FINRA and SIPC and investment advisor representatives of Great Valley Advisor Group or 2 solely investment advisor representatives of Great Valley Advisor Group and not affiliated with LPL Financial Investment advice offered through Great Valley Advisor Group a registered investment advisor Great Valley Advisor Group and North Point Advisor Group LLC are separate entities from LPL Financial T R U S T I N T E G R I T Y E X P E R I E N C E
H E L P I N G Y O U COMPREHENSIVE PLANNING Having a financial plan is the first step for all North Point clients Helping identify your goals implement a plan to pursue them and continuously evaluating your plan is the core of what we do A comprehensive financial plan is like a map It is hard to reach your destination if you don t know where you currently stand and if you don t have a clear path Following someone else s path will get you moving but only to their destination not yours We believe in creating customized and dynamic plans that map your personal path forward and are tailored to your financial situation your goals your experiences and your preferences E X P E C T D I F F E R E N T THE IMPORTANCE OF THE PROCESS We are an organization of professionals united around the fundamental belief that a client s goals should be at the center of every action Once you have established a relationship with our team you will go through our extensive financial planning process where we identify the goals that are most important to you gather your data evaluate your financial status and provide action steps towards them THE POWEROF RELATIONSHIPS Tailored to your unique situation and needs our entire team works for you implementing a customized service calendar communicating ongoing updates on the progress towards your goals and making proactive recommendations when changes need to be made Continued assessment by our in house specialists of planners portfolio managers tax planning professionals and insurance professionals provides you a true team in the pursuit of your goals northpointadvisorgroup com O U R V A L U E INDEPENDENT ADVICE Independence is at the cornerstone of North Point Advisor Group As an independent firm we have no proprietary products to sell and no investment relationships to cultivate allowing our recommendations to align with your best interests We are held to a fiduciary standard of care having a legal obligation to put each client s best interests before our own and that s exactly what we do T R U S T PERSONALIZED SERVICE After a detailed review of your current financial situation we develop a customized financial plan based on your needs We regularly review all areas of your financial situation to ensure that you understand your options as planning opportunities and financial decisions arise Financial planning is much more than asset allocation it s about helping you pursue your goals INTEGRITY COLLABORATIVE SPECIALISTS Many of our advisors have earned highly r e g a r d e d d e s i g n a t i o n s s u c h a s C F P C P A C F A d e m o n s t r a t i n g o u r c o m m i t m e n t t o having the skills needed to deliver comprehensive advice More importantly this team works together to deliver an exceptional client experience When you work with us you can know that you and your family are being looked after with the highest level of integrity EXPERIENCE
NEWTRAX 2022 Investment Proposal Current Investments 900 000 Cash Per the request of the executive director of NEWTRAX we are providing the following proposal for the noted cash that is currently being held at your bank Per the parameters that have been provided the understanding is that the following items are and must be strongly considered weighted 1 Company North Point Advisor Group a Fee based fiduciaries b No buying selling fees or commissions c Transparent Pricing i Two Expenses 1 Our Advisory Fee 2 The underlying fund or model fee 2 Efficiency keep fees low a Advisory Fee of 70bps 7 b M5 ETF Model expense ratio 09 c CBHIX expense ratio 4 3 Flexibility and Liquidity a 700 000 of the 900 000 completely liquid i Can be accessed and transferred to you bank within 3 5 business days b All Investments can be adjusted reallocated rebalanced at any time without and commissions or sales charges 4 Risk a Short term investments target income and minimal growth with lower standard deviation volatility b Long term investments target growth and income i Help manage risk by Dollar Cost Averaging DCA into the investment model
Proposal 1 700 000 900 000 Invest into CBHIX Supporting Documentation Included a Why Money Markey Funds are paying next to nothing b Benefit Much higher potential return than money market CDs Cash i Annualized inception to date return income I Shares is 2 53 ii Realistic expectation should be between 1 3 annually but can be more or less iii Fees CBHIX Fund Fee 4 Advisory Fee on the account 7 total 1 1 1 Estimated net expectation after fee between 0 2 0 2 Example In 2021 CBHIX provided a positive return of 3 4 prior to the Advisory Fee a If invested in 2021 net return would have been about 2 7 calculation 3 4 in 2021 minus the advisory fee of 7 or an 18 900 return on a 700 000 investment c How it works See the attached Fact Sheet and Morningstar report for full fund details i Fund targets income not growth ii Fund functions by owning a basket of stocks and receiving the dividend from the stocks as income payments iii Ownership of the basket of stock risk is mitigated by the fund shorting the index associated with the basket of stocks iv Not correlated with the stock or bond market which is critical within this rising interest rate environment d Consider i There is a possibility of slight market fluctuation within the last five years it has ranged from 9 58 to 9 66 at year end 2 Managed EFT Model 5 Target Long Term Growth and Income a Why Targets a balanced approach which includes equity exposure for potential higher return than fixed income b How of the funds invested CBHIX DCA Dollar Cost Average invest 10 000 monthly into ETF M5 i Fund Targets 50 Fixed Income 50 Equities ii 2021 Return positive 11 75 5 year Annualized Return 8 19 1 Performance and fund report attached
3 Consider 150 000 200 000 Structured Income Note a Benefit Can provide income at higher levels than fixed income i Significant level of downside protection b Please Consider Generally meant to be held to term 2 5 Years i Can be sold early sometimes at or above par or at a slight discount ii Offerings change monthly c Current Offering Example Goldman Sachs 5 Year Income Note i Tracks S P 500 ii Targets 6 annual coupon income iii 30 Downside and coupon protection 1 Backtesting statistics to 1952 a Average Coupon paid 5 89 b 99 79 Full principal paid back at the end of the term iv Offering Document Attached
VICTORY MARKET NEUTRAL INCOME FUND MEMBER SHARES Q3 SEPTEMBER 30 2021 PERFORMANCE FUND FACTS Average Annual Total Returns Class Inception Date I 11 19 12 Member Ticker Expense Ratio Gross Net As of September 30 2021 CBHIX 0 64 11 02 20 CBHMX 3 56 0 40 0 55 Net expense ratio reflects the contractual waiver and or reimbursement of management fees through October 31 2021 Q3 2021 YTD 1 Year 3 Year 5 Year 10 Year Since Inception I Shares 0 43 1 76 4 36 3 33 4 48 2 53 Member Shares 0 40 1 57 3 46 FTSE 3 month T bill Index 0 01 0 03 0 06 1 14 1 13 0 60 Morningstar Equity Market Neutral Peer Group 0 17 3 38 0 38 0 94 0 50 1 33 Calendar Year Performance Investment Style Equity Market Neutral Investment Objective and Strategy The Victory Market Neutral Income Fund seeks to achieve high current income The Fund utilizes a proprietary market neutral investment strategy designed to seek income from its investments while maintaining a low correlation to foreign and domestic equity and bond markets The Fund uses a multi strategy approach First the Fund invests in securities of the Nasdaq Victory High Dividend Volatility Weighted Indexes The allocation to each Nasdaq Victory High Dividend Volatility Weighted Index is equally weighted Second the Fund seeks to offset equity market risk by shorting high correlating equity index futures contracts such as the S P 500 Russell 2000 or MSCI EAFE and Emerging Markets Indexes or ETFs that track such indices The Fund may also allocate to a basket of options and or futures to offset basis risk of long positions in high dividend stocks and short positions in equity index futures 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 I Shares 2 61 1 55 0 27 4 23 6 99 3 31 2 81 4 83 0 03 0 03 0 27 0 84 1 86 2 25 0 58 1 76 1 20 3 42 0 23 0 04 5 19 Member Shares FTSE 3 month T bill Index 0 08 0 07 0 05 Morningstar Equity Market Neutral Peer Group 2 73 3 47 4 30 2 55 Past performance does not guarantee future results The performance quoted represents past performance and current performance may be lower or higher The investment return and principal value will fluctuate so that an investor s shares when redeemed may be worth more or less than the original cost To obtain performance information current to the most recent month end visit www vcm com Returns include reinvestment of dividends and capital gains Performance for periods greater than one year is annualized Fee waivers and or expense reimbursements were in place for some or all periods shown without which fund performance would have been lower Growth of a Hypothetical 10 000 Investment I Shares 11 19 2012 09 30 2021 Ending Value 15 000 10 000 5 000 0 The Fund s investments in foreign or domestic dividend producing equity securities may include securities of any market capitalization size that are included in the Nasdaq Victory High Dividend Volatility Weighted Indexes 11 12 9 13 9 14 9 15 9 16 9 17 9 18 9 19 9 20 The Fund seeks to achieve three main objectives 1 An alternative income stream to fixed income 2 A risk profile similar to traditional bonds Portfolio Managers Mannik Dhillon CFA CAIA Since 2018 3 Low correlation to stocks and bonds MORNINGSTAR RATINGS AND RANKINGS Overall Morningstar Rating Morningstar Ranking of Funds 3 Year 5 Year 10 Year 6 39 39 37 17 Morningstar Category Equity Market Neutral Morningstar ratings are for the I share class and are based on risk adjusted returns Morningstar rankings are for the I share class and are based on total returns Not FDIC Insured May Lose Value No Bank Guarantee 20211018 1880700
PORTFOLIO INFORMATION As of September 30 2021 Net Region Allocation Long Short Net 10 33 6 65 United States 94 42 88 77 5 65 14 07 1 34 11 58 6 73 4 85 International 20 27 14 63 5 64 Energy 5 26 3 81 1 45 Emerging Markets 20 45 9 46 10 99 Sector Allocation GICS Long Short Communication Services 16 98 Consumer Discretionary 12 73 Consumer Staples Financials 20 79 15 17 5 62 Health Care 6 88 15 29 8 41 Industrials 8 59 11 02 2 43 Information Technology 28 97 25 58 3 39 Materials 7 90 4 31 3 59 Real Estate 1 22 3 67 2 45 Utilities 14 26 2 86 11 40 Fund Statistics Asset Allocation Long Equities Futures 135 15 Short Futures 112 86 Net Exposure 22 29 Cash 14 01 Subject to change CBHIX FTSE 3 Month Bloomberg US T Bill Index Aggregate Index S P 500 30 Day SEC Yield Subsidized 2 67 30 Day SEC Yield Unsubsidized 2 49 5 Year Standard Deviation 3 64 0 25 3 31 15 20 5 Year Correlation to S P 500 0 31 0 17 0 03 1 00 5 Year Correlation to Bloomberg US Aggregate Index 0 08 0 30 1 00 0 03 Carefully consider a fund s investment objectives risks charges and expenses before investing To obtain a prospectus or summary prospectus containing this and other important information visit www vcm com prospectus Read it carefully before investing Other share classes are available but not all share classes are available to all investors All investing involves risk including the potential loss of principal International investments may involve risk of capital loss from unfavorable fluctuation in currency values from differences in generally accepted accounting principles or from economic or political instability in other nations Emerging markets involve heightened risks related to the same factors as well as increased volatility and lower trading volume Investments in smaller companies typically exhibit higher volatility Dividends are never guaranteed Derivatives may not work as intended and may result in losses The Fund may frequently change its holdings resulting in higher fees lower returns and more capital gains The value of your investment is also subject to geopolitical risks such as wars terrorism environmental disasters and public health crises the risk of technology malfunctions or disruptions and the responses to such events by governments and or individual companies Basis risk is the financial risk that offsetting investments in a hedging strategy will not experience price changes in entirely opposite directions from each other Correlation measures the degree to which two securities move in relation to each other Perfect positive correlation correlation coefficient 1 implies that both securities move in lockstep Perfect negative correlation 1 means that two assets move in opposite directions while a zero correlation implies no relationship at all Overlay strategy uses derivative investment vehicles to obtain offset or substitute specific portfolio exposures that are beyond those provided by the underlying portfolio assets Subsidized Yield reflects fee waivers reimbursements limits in effect Unsubsidized Yield does not reflect any fee waivers reimbursements limits in effect The FTSE 3 month T bill Index measures monthly return equivalents of yield averages that are not market to market and consists of the last three three month Treasury bill issues The Bloomberg U S Aggregate Bond Index measures the investment grade USD denominated fixed rate taxable bond market The index includes Treasurys government related and corporate securities MBS ABS and CMBS The Nasdaq Victory High Dividend Volatility Weighted Indexes combine fundamental criteria and volatility weighting in an effort to outperform traditional cap weighted indexing strategies The S P 500 Index is a market capitalizationweighted index that measures the performance of the common stocks of 500 leading U S companies The Morningstar RatingTM for funds or star rating is calculated for managed products including mutual funds variable annuity and variable life subaccounts exchange traded funds closed end funds and separate accounts with at least a three year history Exchange traded funds and open ended mutual funds are considered a single population for comparative purposes It is calculated based on a Morningstar RiskAdjusted Return measure that accounts for variation in a managed product s monthly excess performance placing more emphasis on downward variations and rewarding consistent performance The Morningstar Rating does not include any adjustment for sales loads The top 10 of products in each product category receive 5 stars the next 22 5 receive 4 stars the next 35 receive 3 stars the next 22 5 receive 2 stars and the bottom 10 receive 1 star The Overall Morningstar Rating for a managed product is derived from a weighted average of the performance figures associated with its three five and 10 year if applicable Morningstar Rating metrics The weights are 100 three year rating for 36 59 months of total returns 60 five year rating 40 three year rating for 60 119 months of total returns and 50 10 year rating 30 five year rating 20 three year rating for 120 or more months of total returns While the 10 year overall star rating formula seems to give the most weight to the 10 year period the most recent three year period actually has the greatest impact because it is included in all three rating periods The Morningstar percentile ranking is based on a fund s average annual total return excluding sales charges relative to all funds in the same category The highest most favorable percentile rank is 1 and the lowest least favorable percentile rank is 100 Fund performance used for the rankings reflects certain fee waivers without which Morningstar rankings would have been lower and Morningstar ratings may have been lower 2021 Morningstar Inc All rights reserved The information contained herein 1 is proprietary to Morningstar and or its content providers 2 may not be copied or distributed and 3 is not warranted to be accurate complete or timely Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information Past performance is no guarantee of future results Distributed by Victory Capital Services Inc an affiliate of Victory Capital Management Inc the Fund s investment adviser Nasdaq is a registered trademark of Nasdaq Inc and its affiliates together Nasdaq and is licensed for use by VCM The Fund is not issued endorsed sold or promoted by Nasdaq Nasdaq makes no warranties as to the legality or suitability of and bears no liability for the Fund 2021 Victory Capital Management Inc V20 067 3Q 2021 VC Market Neutral Income Fund DM FS WWW VCM COM 800 235 8396 20211018 1880700
Portfolio Analysis ETF Model 5 Historical Prepared for NEWTRAX Jan 11 2022 Jeff Kolodjski North Point 651 846 9327 jkolodjski northpointadvisorgroup com
Prepared Jan 11 2022 Positions ETF Model 5 Weight Value SPDR Portfolio Aggregate Bond ETF SPAB 22 5 22 500 SPDR Portfolio Mortgage Backed Bond ETF SPMB 15 15 000 SPDR Portfolio S P 500 Value ETF SPYV 15 15 000 SPDR S P 600 Small Cap Value ETF SLYV 8 5 8 500 SPDR Portfolio S P 500 ETF SPLG 7 5 7 500 SPDR Portfolio S P 400 Mid Cap ETF SPMD 6 6 000 SPDR Portfolio Emerging Markets ETF SPEM 5 5 5 500 SPDR Blackstone Senior Loan ETF SRLN 5 5 5 500 SPDR Portfolio Short Term Corp Bd ETF SPSB 5 5 000 SPDR Portfolio S P 500 Growth ETF SPYG 4 4 000 SPDR S P 600 Small Cap Growth ETF SLYG 3 5 3 500 2 2 000 Cash As of Jan 10 2022 100 100 000 Cash comprises money market accounts and funds Please read back page for important information about this report Page 1
Prepared Jan 11 2022 Top holdings Top 10 holdings of portfolio State Street Institutional Liq State St Inst Liq Res Prem 1 94 Apple Inc AAPL 1 03 Microsoft Corp MSFT 0 94 Amazon com Inc AMZN 0 54 Berkshire Hathaway Inc Cl B BRK B 0 53 Johnson Johnson JNJ 0 44 Procter Gamble Co The PG 0 38 UNH 0 34 91282CCV1 0 33 GOOGL 0 33 UnitedHealth Group Inc United States Treasury Notes 1 125 08 31 2028 Alphabet Inc A Please read back page for important information about this report Page 2
Prepared Jan 11 2022 Allocation ETF Model 5 Weight US stocks large cap 20 9 US stocks mid cap 7 8 US stocks small cap 15 3 Non US stocks 5 9 Unclassified stocks 0 1 US bonds investment grade 37 US bonds high yield 0 3 US bonds inflation protected Non US bonds 2 3 Unclassified bonds 5 2 Alternative Cash equivalents 4 7 Other 0 7 100 Stocks 49 9 Bonds 44 8 Cash equivalents 4 7 Other 0 7 100 Cash equivalents comprises money market holdings and fixed income securities with maturity of less than 90 days Alternative comprises commodity precious metals and alternative funds Please read back page for important information about this report Page 3
Prepared Jan 11 2022 Stocks Analysis Sectors ETF Model 5 Weight Cyclical Basic Materials 4 5 Consumer Cyclical 11 7 Financial Services 16 2 Real Estate 5 6 Sensitive Communication Services 6 6 Energy 4 Industrials 12 6 Technology 16 7 Defensive Consumer Defensive 6 8 Healthcare 12 2 Utilities 3 1 Not classified Not classified 100 Percentage of portfolio analyzed 49 9 Cyclical 38 Sensitive 39 9 Defensive 22 1 Not classified 100 Values are based on the percentage of portfolio analyzed Please read back page for important information about this report Page 4
Prepared Jan 11 2022 Stocks Analysis Style ETF Model 5 Average style Percentage of portfolio analyzed 49 9 Values are based on the percentage of portfolio analyzed Regions 0 5 5 20 20 50 50 ETF Model 5 North America 88 2 Latin America 0 9 Europe Developed 0 6 Europe Emerging 0 6 Africa Middle east 1 Japan Australasia Asia Developed 2 Asia Emerging 6 5 Unclassified 100 Percentage of portfolio analyzed 49 9 Values are based on the percentage of portfolio analyzed Please read back page for important information about this report Page 5
Prepared Jan 11 2022 Bonds Analysis Style ETF Model 5 Bonds allocation 44 8 Average credit quality BBB of bonds rated Average effective duration of bonds measured Please read back page for important information about this report 100 4 90 100 Page 6
Prepared Jan 11 2022 Performance Return 10 Return 15 0 10 Return 10 0 10 Return 10 0 10 0 10 Risk Risk Risk Risk 1 year 3 years 5 years 10 years 1 8 7 11 1 8 2 8 ETF Model 5 5 4 9 5 8 5 7 2 ETF Model 5 1 4 1 7 1 5 0 8 ETF Model 5 0 44 0 53 0 53 0 53 2 14 1 05 0 88 1 02 3 7 20 4 20 4 20 4 Annualized Total Return ETF Model 5 Risk standard deviation Alpha Beta Sharpe ratio ETF Model 5 Maximum drawdown ETF Model 5 Distribution rate ETF Model 5 2 04 1 Assets backfilled in portfolio ETF Model 5 SRLN before 04 03 13 with Barclays US Aggregate Bond Index Dividends ETF Model 5 reinvested Simulation Yearly rebalance The benchmark used to calculate alpha beta is S P 500 Index TR Please read back page for important information about this report Page 7
Prepared Jan 11 2022 Performance Cumulative returns Periodic returns Please read back page for important information about this report Page 8
Prepared Jan 11 2022 Estimated Income Next 12 months 100 000 portfolio ETF Model 5 2 043 Distribution rate 2 04 Frequency Estimate yield Yearly income SPDR Portfolio Aggregate Bond ETF SPAB Monthly 2 14 481 SPDR Portfolio Mortgage Backed Bond ETF SPMB Monthly 2 63 394 SPDR Portfolio S P 500 Value ETF SPYV Quarterly 2 09 313 SPDR Blackstone Senior Loan ETF SRLN Monthly 4 45 245 SPDR Portfolio Emerging Markets ETF SPEM Semi Annually 3 13 172 SPDR S P 600 Small Cap Value ETF SLYV Quarterly 1 92 164 SPDR Portfolio S P 500 ETF SPLG Quarterly 1 27 96 SPDR Portfolio S P 400 Mid Cap ETF SPMD Quarterly 1 27 76 SPDR Portfolio Short Term Corp Bd ETF SPSB Monthly 1 04 52 SPDR Portfolio S P 500 Growth ETF SPYG Quarterly 0 65 26 SPDR S P 600 Small Cap Growth ETF SLYG Quarterly 0 71 25 CASH Monthly 0 03 1 CASH 2 043 The values shown are an estimate based on the projected annual dividend multiplied by the number of shares owned The actual distributions may vary depending on the security issuer s approval There is no guarantee that the actual distributions will be equal to the values shown Past performance is not an indication of future results Please read back page for important information about this report Page 9
Prepared Jan 11 2022 Stress Test Past performance for historical scenarios Tech bubble 2000 2001 Deflating of the dot com bubble caused a prolonged decrease in equity prices WTC attack 2001 Terrorist attack disrupted trading in the US markets and triggered a sell off Subprime crisis 2008 2009 A rise in subprime mortgage delinquencies led to a financial crisis and recession Debt ceiling crisis 2011 Political deadlock in Congress prevents budget decisions and raises the possibility of US debt default The US is downgraded by rating agency S P CoronaVirus 2020 Virus infection spreads worldwide threatening to slow down the global economy Please read back page for important information about this report Page 10
Prepared Jan 11 2022 Correlations ETF Model 5 SLYG SLYV SPAB SPEM SPLG SPMB SPMD SPSB SPYG SPYV SRLN SLYG 1 0 93 0 03 0 82 0 86 0 17 0 95 0 52 0 75 0 86 0 77 SLYV SPAB SPEM SPLG SPMB SPMD SPSB SPYG SPYV SRLN 1 0 18 0 81 0 78 0 33 0 93 0 49 0 6 0 87 0 77 1 0 05 0 12 0 77 0 03 0 43 0 28 0 06 0 04 1 0 71 0 14 0 78 0 56 0 61 0 72 0 77 1 0 11 0 92 0 47 0 94 0 92 0 69 1 0 22 0 32 0 03 0 25 0 17 1 0 53 0 78 0 95 0 77 1 0 42 0 46 0 77 1 0 73 0 58 1 0 71 1 Correlation is the extent to which the values of different types of investments move in tandem with one another in response to changing economic and market conditions Correlation is a measure on a scale of 1 to 1 Investments with a correlation of 0 5 or more tend to rise and fall in value at the same time Investments with a negative correlation of 0 5 to 1 are more likely to gain or lose value in opposing cycles Please read back page for important information about this report Page 11
Prepared Jan 11 2022 Funds Expense ETF Model 5 Average net expense ratio 0 09 Portfolio net expense ratio 0 09 Symbol Maximum Sales load Net exp ratio As of prospectus Weight in portfolio SPDR Blackstone Senior Loan ETF SRLN 0 7 10 31 21 5 5 39 SPDR S P 600 Small Cap Value ETF SLYV 0 15 10 31 21 8 5 13 SPDR Portfolio Aggregate Bond ETF SPAB 0 03 10 31 21 22 5 7 SPDR Portfolio Emerging Markets ETF SPEM 0 11 01 31 21 5 5 6 SPDR Portfolio Mortgage Backed Bond ETF SPMB 0 04 10 31 21 15 6 SPDR Portfolio S P 500 Value ETF SPYV 0 04 10 31 21 15 6 SPDR S P 600 Small Cap Growth ETF SLYG 0 15 10 31 21 3 5 5 SPDR Portfolio S P 400 Mid Cap ETF SPMD 0 05 10 31 21 6 3 SPDR Portfolio S P 500 ETF SPLG 0 03 10 31 21 7 5 2 SPDR Portfolio Short Term Corp Bd ETF SPSB 0 04 10 31 21 5 2 SPDR Portfolio S P 500 Growth ETF SPYG 0 04 10 31 21 4 2 98 90 Fund Net annual expense in based on portfolio value of 100 000 Does not include sales loads if applicable Please read back page for important information about this report Page 12
Prepared Jan 11 2022 Securities Average annual return as of Jan 10 2022 Total returns assuming reinvested dividends Symbol 1 year 5 years 10 years or inception SPDR Portfolio Aggregate Bond ETF SPAB 2 3 3 1 2 6 2 14 1 64 a SPDR Portfolio Mortgage Backed Bond ETF SPMB 2 9 2 1 1 9 2 63 1 09 a SPDR Portfolio S P 500 Value ETF SPYV 22 8 11 8 12 8 2 09 1 9 a SPDR S P 600 Small Cap Value ETF SLYV 23 8 10 3 13 1 1 92 1 33 a SPDR Portfolio S P 500 ETF SPLG 23 8 17 6 15 9 1 27 1 22 a SPDR Portfolio S P 400 Mid Cap ETF SPMD 16 5 12 2 13 2 1 27 1 13 a SPDR Portfolio Emerging Markets ETF SPEM 2 7 9 6 5 5 3 13 2 15 a SPDR Blackstone Senior Loan ETF SRLN 3 9 4 4 45 3 84 a SPDR Portfolio Short Term Corp Bd ETF SPSB 0 4 2 3 1 9 1 04 1 07 a SPDR Portfolio S P 500 Growth ETF SPYG 24 4 22 4 18 3 0 65 0 58 a SPDR S P 600 Small Cap Growth ETF SLYG 10 5 13 2 14 5 0 71 0 55 a CASH 0 1 0 6 0 03 CASH 3 3 04 03 13 Yield SEC Yield 12 month 30 day Web if less than 10 years history performance since inception and inception date are indicated a www spdrs com ETF performance is calculated based on the last closing price for the period The performance data quoted represents past performance Past performance does not guarantee future results Investment return and principal value will fluctuate so that an investor s shares when redeemed may be worth more or less than their original cost Current performance may be lower or higher than the performance information quoted To obtain current monthend performance information please consult the websites referenced above The performance quoted reflects the reinvestment of dividends and capital gains is net of expenses and does not reflect the maximum sales load Such a fee if taken into consideration will reduce the performance quoted above Investors should consider the investment objectives risks charges and expenses of the investment company carefully before investing The prospectus and if available the summary prospectus contain this and other important information about the investment company You can obtain a prospectus and summary prospectus from your financial representative Read carefully before investing Amounts in mutual funds are subject to fluctuations in value and market risk Shares when redeemed may be worth more or less than their original cost An investment in Exchange Traded Funds ETF structured as a mutual fund or unit investment trust involves the risk of losing money and should be considered as part of an overall program not a complete investment program An investment in ETFs involves additional risks such as not diversified price volatility competitive industry pressure international political and economic developments possible trading halts and index tracking errors Please read back page for important information about this report Page 13
Prepared Jan 11 2022 Important Information This report presents past performance which does not guarantee future results The investment return and principal value will fluctuate thus an investor s shares when redeemed may be worth more or less than their original cost Current performance may be higher or lower than return data quoted herein The model portfolio results presented in this report are based on simulated investments assuming that the holdings are purchased on the first day of the period indicated When applicable portfolio rebalancing is simulated to adjust the holdings back to their initial weights according to the frequency indicated The measure of return used in this report include distribution income such as dividends The simulation of model portfolios does not take into account trading costs and tax implications Unlike the results shown in an actual performance record these results do not represent actual trading Also because these trades have not actually been executed these results may have under or over compensated for the impact if any of certain market factors such as lack of liquidity Simulated or hypothetical trading programs in general are also subject to the fact that they are designed with the benefit of hindsight No representation is being made that any account will or is likely to achieve profits or losses similar to these being shown Definitions Alpha the excess return of the investment over the benchmark after adjusting for risk A positive value implies that the investment has performed better than expected relatively to its risk The benchmark used for alpha calculation in this report is the S P500 Index Total Return Backfill for investments with an inception date that is later than the beginning of the reporting period the returns of a similar investment are used to fill the missing data when indicated For example a mutual fund class with long history can be used to backfill the history of another class that has a recent inception date Beta the volatility of the investment compared to the volatility of the benchmark A value lower than 1 indicates that the investment is less volatile than the benchmark A value greater than 1 indicates a higher volatility The benchmark used for beta calculation in this report is the S P500 Index Total Return Cash and equivalents short term high credit quality and highly liquid investments such as money market funds Correlation a measure of association between two investments A positive value indicates that the investments tend to move up and down at the same time A negative value indicates that the investments tend to move in opposite directions The maximum value is 1 the minimum value is 1 Expense ratio for investment funds the expense ratio as reported in the fund s prospectus Information ratio A risk adjusted measure which captures excess or active returns and relates them to excess or active risk The higher the information ratio the better Maximum drawdown the largest percent retrenchment from an investment s peak value to the investment s valley value for a given period Risk Standard Deviation a measure of dispersion of returns around their historical average The higher the standard deviation the more widely the investment s returns vary over time Sharpe ratio compares the investment return against the risk free return US Treasury Bill after adjusting for risk The greater the Sharpe ratio the better its risk adjusted performance Sortino ratio a modification of the Sharpe ratio using downside deviation for the risk adjustment instead of standard deviation The downside deviation only considers periods of negative returns Up Down capture ratio shows what portion of a market performance was captured by an investment in up and down markets Yield 12 month the sum of distributions from the asset s over 12 trailing months divided by the current market price of the asset s Yield SEC for fixed income investments the annualized yield based on the 30 day period ending on the last day of previous month The information and analysis contained herein does not constitute investment advice offered by Kwanti and Morningstar and is not warranted to be correct complete or accurate Kwanti and Morningstar are not responsible for any damages or losses arising from use of this information and analysis Asset allocation data 2022 Morningstar All rights reserved The asset allocation data contained herein is proprietary to Morningstar and or its content providers Page 14
Filed Pursuant to Rule 424 b 2 Registration Statement No 333 253421 The information in this preliminary pricing supplement is not complete and may be changed This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted Subject to Completion December 22 2021 GS Finance Corp Callable Contingent Coupon Index Linked Notes due guaranteed by The Goldman Sachs Group Inc The notes do not pay a fixed coupon and may pay no coupon on a payment date The amount that you will be paid on your notes is based on the performance of the S P 500 Index The notes will mature on February 3 2027 unless we redeem them We may redeem your notes at 100 of their face amount plus any coupon then due on any payment date expected to be the 3rd day of each February May August and November commencing in May 2022 and ending on the stated maturity date on or after the payment date in February 2023 up to the payment date in November 2026 If we do not redeem your notes if the closing level of the index is greater than or equal to 70 of the initial level set on the trade date expected to be January 31 2022 on a coupon observation date expected to be the tenth scheduled trading day prior to each payment date you will receive on the applicable payment date a coupon of at least 15 at least 1 5 quarterly or the potential for up to at least 6 per annum set on the trade date for each 1 000 face amount of your notes If the closing level of the index on a coupon observation date is less than 70 of the initial level you will not receive a coupon on the applicable payment date If we do not redeem your notes the amount that you will be paid on your notes at maturity in addition to the final coupon if any is based on the performance of the index The index return is the percentage increase or decrease in the final level on the determination date the final coupon observation date expected to be January 20 2027 from the initial level At maturity for each 1 000 face amount of your notes you will receive an amount in cash equal to if the index return is greater than or equal to 30 the final level is greater than or equal to 70 of the initial level 1 000 plus the final coupon of at least 15 or if the index return is less than 30 the final level is less than 70 of the initial level the sum of i 1 000 plus ii the product of a the index return times b 1 000 You will receive less than 70 of the face amount of your notes and you will not receive a final 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 See page PS 11 The estimated value of your notes at the time the terms of your notes are set on the trade date is expected to be between 885 and 925 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 expected to be February 3 2022 Original issue price 100 of the face amount Underwriting discount of the face amount Net proceeds to the issuer of the face amount The original issue price will be for certain investors see Supplemental Plan of Distribution Conflicts of Interest on page PS 22 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 dated 2022
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 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 expected to be between 885 and 925 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 per 1 000 face amount Prior to 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 On and after 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 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 General terms supplement no 2 913 dated June 17 2021 Underlier supplement no 25 dated October 26 2021 Prospectus supplement dated March 22 2021 Prospectus dated March 22 2021 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 PS 2
TERMS AND CONDITIONS CUSIP ISIN 40057KLU5 US40057KLU50 Company Issuer GS Finance Corp Guarantor The Goldman Sachs Group Inc Underlier the S P 500 Index current Bloomberg symbol SPX Index or any successor underlier as it may be modified replaced or adjusted from time to time as provided herein Face amount 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 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 the company may redeem this note at its option in whole but not in part on each coupon payment date commencing in February 2023 and ending in November 2026 for an amount in cash for each 1 000 of the outstanding face amount on the redemption date equal to 100 of such 1 000 face amount plus any coupon then due If the company chooses to exercise the company s redemption right it will notify the holder of this note and the trustee by giving at least ten business days prior notice The day the company gives the notice which will be a business day will be the redemption notice date and the immediately following coupon payment date which the company will state in the redemption notice will be the redemption date The company will not give a redemption notice that results in a redemption date later than the November 2026 coupon payment date A redemption notice once given shall be irrevocable Initial underlier level set 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 70 of the initial underlier level Coupon set on the trade date 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 on the related coupon observation date is greater than or equal to the coupon trigger level at least 15 at least 1 5 quarterly or the potential for up to at least 6 per annum or if the closing level 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 70 of the initial underlier level Trade date expected to be January 31 2022 Original issue date set on the trade date expected to be February 3 2022 PS 3
Determination date the last coupon observation date expected to be January 20 2027 subject to adjustment as described under Coupon observation dates below If the stated maturity date is postponed due to a non business day as described under Stated maturity date below such postponement of the stated maturity date will not postpone the determination date Stated maturity date set on the trade date expected to be February 3 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 If the determination date is postponed as described under Determination date above such postponement of the determination date will not postpone the stated maturity date Coupon observation dates set on the trade date expected to be the tenth scheduled trading day prior to each coupon payment date 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 by more than three scheduled trading days from the originally scheduled coupon observation 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 if such last possible day is not a trading day that day will nevertheless be the coupon observation date If a coupon payment date is postponed due to a non business day as described under Coupon payment dates below such postponement of the coupon payment date will not postpone the related coupon observation date Coupon payment dates set on the trade date expected to be the 3rd day of each February May August and November commencing in May 2022 and ending on the stated maturity date unless for any such coupon payment date that day is not a business day in which case such coupon payment date will be postponed to the next following business day If a coupon observation date is postponed as described under Coupon observation dates above such postponement of the coupon observation date will not postpone the related coupon payment date 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 for the underlier Trading day a day on which the respective principal securities markets for all of the underlier stocks are open for trading the underlier sponsor is open for business and the underlier is calculated and published by the underlier sponsor A day is a scheduled trading day with respect to the underlier if as of the trade date the respective principal securities markets for all of its underlier stocks are scheduled to be open for trading the underlier sponsor is scheduled to be open for business and the underlier is expected to be calculated and published by the underlier sponsor on such day Successor underlier any substitute underlier approved by the calculation agent as a successor 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 affiliate thereof and no underlier sponsor or affiliate thereof makes any representation regarding the advisability of investing in the notes Underlier stocks at any time the stocks that comprise the underlier 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 underlier 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 underlier or to underlier stocks constituting 20 or more by weight of the underlier 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 underlier or option or futures contracts if available relating to the underlier or to underlier stocks constituting 20 or more by weight of the underlier 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 PS 4
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 underlier 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 underlier 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 underlier 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 and the determination date in the case of the last coupon observation date or such day is not a trading day then such coupon observation date will be postponed as described under Coupon observation dates above If the closing level of the underlier that must be used to determine the coupon payable on the coupon payment date or the cash settlement amount as applicable is not available on the last possible coupon observation date and the determination date in the case of the last coupon observation 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 closing level of the underlier based on its assessment 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 or the cash settlement amount 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 comprising such underlier or the method of calculating such underlier is changed at any time in any respect including any addition deletion or substitution and any reweighting or rebalancing of such 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 PS 5
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 PS 6
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 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 the stated maturity date or date of early redemption If you sell your notes in a secondary market prior to the stated maturity date or date of early redemption 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 11 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 Coupon 1 000 15 1 5 quarterly or the potential for up to 6 per annum Trigger buffer level 70 of the initial underlier level Coupon trigger level 70 of the initial underlier level Neither a market disruption event nor a non trading day occurs on any originally scheduled coupon 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 the stated maturity date or date of early redemption Moreover we have not yet set the initial underlier level that will serve as the baseline for determining the coupon payable on each coupon payment date if any the underlier return and the amount that we will pay on your notes if any at maturity We will not do so until the trade date As a result the actual initial underlier level may differ substantially from the underlier levels prior to the trade date They may also differ substantially from the underlier levels at the time you purchase your notes For these reasons the actual performance of the underlier over the life of your notes the actual underlier levels on any 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 levels 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 16 Before investing in the notes you should consult publicly available information to determine the underlier levels 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 PS 7
Hypothetical Coupon Payments The examples below show 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 First Second Third Fourth Fifth Sixth Seventh Eighth Ninth Tenth Eleventh Twelfth Twentieth Hypothetical Closing Level of the Underlier as Percentage of Initial Underlier Level 40 50 55 85 50 55 95 50 50 45 50 50 Total Hypothetical Coupons Hypothetical Coupon 0 0 0 15 0 0 15 0 0 0 0 0 30 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 fourth and seventh hypothetical coupon observation dates is greater than or equal to the coupon trigger level the total of the hypothetical coupons in Scenario 1 is 30 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 First Second Third Fourth Fifth Sixth Seventh Eighth Ninth Tenth Eleventh Twelfth Twentieth Hypothetical Closing Level of the Underlier as Percentage of Initial Underlier Level 60 65 55 60 65 55 45 40 55 50 55 60 Total Hypothetical Coupons Hypothetical Coupon 0 0 0 0 0 0 0 0 0 0 0 0 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 PS 8
Scenario 3 Hypothetical Coupon Observation Date First Second Third Fourth Hypothetical Closing Level of the Underlier as Percentage of Initial Underlier Level 45 40 55 115 Total Hypothetical Coupons Hypothetical Coupon 0 0 0 15 15 In Scenario 3 the hypothetical closing level of the underlier is less than the coupon trigger level on the first three hypothetical coupon observation dates but increases to a level that is greater than its initial underlier level on the fourth hypothetical coupon observation date Further we also exercise our early redemption right with respect to a redemption on the fourth coupon payment date which is also the first hypothetical date with respect to which we could exercise such right Therefore on the fourth coupon payment date the redemption date in addition to the hypothetical coupon of 15 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 redeemed 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 redeemed 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 Redeemed Hypothetical Final Underlier Level as Percentage of Initial Underlier Level Hypothetical Cash Settlement Amount as Percentage of Face Amount 175 000 150 000 125 000 100 000 80 000 70 000 69 999 65 000 50 000 35 000 25 000 10 000 0 000 Does not include the final coupon 100 000 100 000 100 000 100 000 100 000 100 000 69 999 65 000 50 000 35 000 25 000 10 000 0 000 If for example the notes have not been redeemed 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 PS 9
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 13 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 levels 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 redeemed and the actual initial underlier level and coupon which we will set on the trade date and on the actual closing level of the underlier 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 PS 10
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 Securities in the accompanying underlier supplement no 25 and under Additional Risk Factors Specific to the Notes in the accompanying general terms supplement no 2 913 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 underlier supplement no 25 and the accompanying general terms supplement no 2 913 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 underlier to which your notes are linked 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 pricesensitivity 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 nonstructured 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 PS 11
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 2 913 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 Subject to our redemption right 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 set on the trade date to the closing level on the determination date If the final underlier level for your notes 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 the stated maturity date 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 redeemed 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 any prior coupon observation dates that did not result in the payment of a coupon you will not be PS 12
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 We Are Able to Redeem Your Notes at Our Option On each coupon payment date commencing in February 2023 and ending in November 2026 we will be permitted to redeem your notes at our option Even if we do not exercise our option to redeem your notes our ability to do so may adversely affect the value of your notes It is our sole option whether to redeem your notes prior to maturity and we may or may not exercise this option for any reason Because of this redemption option the term of your notes could be 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 quarterly coupon payment date is different from and may be less than a coupon determined based on the percentage difference of the closing levels 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 we will pay you upon any early redemption of your notes 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 the stated maturity date or date of early redemption 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 the stated maturity date or date of early redemption the return PS 13
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 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 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 on December 7 2007 that it is considering issuing guidance regarding the tax treatment of an instrument such as your notes and any such guidance could adversely affect the value and the tax treatment of your notes Among other things the Internal Revenue Service may decide to require the 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 Furthermore in 2007 legislation was introduced in Congress that if enacted would have required holders that acquired instruments such as your notes after the bill was enacted to accrue interest income over the term of such instruments 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 in more detail 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 on page PS 17 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 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 United States Taxation Taxation of Debt Securities Foreign Account Tax Compliance Act FATCA Withholding in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes PS 14
THE UNDERLIER The S P 500 Index includes a representative sample of 500 companies in leading industries of the U S economy and is intended to provide a performance benchmark for the large cap U S equity markets For more details about the underlier the underlier sponsor and license agreement between the underlier sponsor and the issuer see The Underliers S P 500 Index on page S 107 of the accompanying underlier supplement no 25 The S P 500 Index is a product of S P Dow Jones Indices LLC and has been licensed for use by GS Finance Corp Goldman Standard Poor s and S P are registered trademarks of Standard Poor s Financial Services LLC Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC Dow Jones and these trademarks have been licensed for use by S P Dow Jones Indices LLC and sublicensed for certain purposes by Goldman Goldman s notes are not sponsored endorsed sold or promoted by S P Dow Jones Indices LLC Dow Jones Standard Poor s Financial Services LLC or any of their respective affiliates and neither S P Dow Jones Indices LLC Dow Jones Standard Poor s Financial Services LLC or any of their respective affiliates make any representation regarding the advisability of investing in such notes PS 15
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 In particular the underlier has recently experienced extreme and unusual volatility 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 recent 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 underlier levels 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 historical closing levels of the underlier from January 1 2016 through December 20 2021 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 We obtained the levels in the graph below from Bloomberg Financial Services without independent verification Historical Performance of the S P 500 Index PS 16
SUPPLEMENTAL DISCUSSION OF U S FEDERAL INCOME TAX CONSEQUENCES The following section supplements the discussion of U S federal income taxation in the accompanying prospectus The following section is the opinion of Sidley Austin LLP counsel to GS Finance Corp and The Goldman Sachs Group Inc In addition it is the opinion of Sidley Austin LLP that the characterization of the notes for U S federal income tax purposes that will be required under the terms of the notes as discussed below is a reasonable interpretation of current law This section does not apply to you if you are a member of a class of holders subject to special rules such as a dealer in securities or currencies a trader in securities that elects to use a mark to market method of accounting for your securities holdings a bank a life insurance company a regulated investment company an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements a tax exempt organization a partnership a person that owns a note as a hedge or that is hedged against interest rate risks a person that owns a note as part of a straddle or conversion transaction for tax purposes or a United States holder as defined below whose functional currency for tax purposes is not the U S dollar Although this section is based on the U S Internal Revenue Code of 1986 as amended its legislative history existing and proposed regulations under the Internal Revenue 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 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 section applies to you only if you are a United States holder that holds your notes as a capital asset for tax purposes You are a United States holder if you are a beneficial owner of a note and you are a citizen or resident of the United States a domestic corporation an estate whose income is subject to U S federal income tax regardless of its source or a trust if a United States court can exercise primary supervision over the trust s administration and one or more United States persons are authorized to control all substantial decisions of the trust PS 17
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 tax purposes as income bearing pre paid derivative contracts in respect of the underlier Except as otherwise stated below the discussion below assumes that the notes will be so treated Coupon payments that you receive should be 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 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 will be taxable as described above and your tax basis in your notes Your tax basis in your notes will 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 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 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 There is no judicial or administrative authority discussing how your notes should be treated for U S federal income tax purposes Therefore 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 a single debt instrument 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 other than the adjusted issue price as determined for tax purposes It is possible that the Internal Revenue Service could assert that your notes should generally be characterized as described above except that 1 the gain you recognize upon the sale exchange redemption or maturity of your notes should be treated as ordinary income or 2 you should not include the coupon payments in income as you receive them but instead you should reduce your basis in your notes by the amount of coupon payments that you receive It is also possible that the Internal Revenue Service could seek to characterize your notes in a manner that results in tax consequences to you different from those described above It is also possible that the Internal Revenue Service could seek to characterize your notes as notional principal contracts It is also possible that the coupon payments would not be treated as either ordinary income or interest for U S federal income tax purposes but instead would be treated in some other manner You should consult your tax advisor as to possible alternative characterizations of your notes for U S PS 18
federal income tax purposes Possible Change in Law In 2007 legislation was introduced in Congress that if enacted would have required holders that acquired instruments such as your notes after the bill was enacted to accrue interest income over the term of such instruments 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 In addition on December 7 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 the offered 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 and whether the special constructive ownership rules of Section 1260 of the Internal Revenue Code might be applied to such instruments 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 an estate or trust that in either case is not subject to U S federal income tax on a net income basis on income or gain from the notes Because the U S federal income tax treatment including the applicability of withholding of the coupon payments on the notes is uncertain 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 Withholding also may not apply to coupon payments made to you if i the coupon payments are effectively connected with your conduct of a trade or business in the United States and are includable in your gross income for U S federal income tax purposes ii the coupon payments are attributable to a permanent establishment that you maintain in the United States if required by an applicable tax treaty and iii you comply with the requisite certification requirements generally by providing an Internal Revenue Service Form W 8ECI If you are eligible for a reduced rate of United States withholding tax you may obtain a refund of any amounts withheld in excess of that rate by filing a refund claim with the Internal Revenue Service PS 19
Effectively connected payments includable in your United States gross income are generally taxed at rates applicable to United States citizens resident aliens and domestic corporations if you are a corporate non United States holder effectively connected payments may be subject to an additional branch profits tax under certain circumstances You will also be subject to generally applicable information reporting and backup withholding requirements with respect to payments on your notes and notwithstanding that we do not intend to treat the notes as debt for tax purposes we intend to backup withhold on such payments with respect to your notes unless you comply with the requirements necessary to avoid backup withholding on debt instruments in which case you will not be subject to such backup withholding as set forth under United States Taxation Taxation of Debt Securities Non United States Holders in the accompanying prospectus Furthermore on December 7 2007 the Internal Revenue Service released Notice 2008 2 soliciting comments from the public on various issues including whether instruments such as your notes should be subject to withholding It is therefore possible that rules will be issued in the future possibly with retroactive effect that would cause payments on your notes to be subject to withholding even if you comply with certification requirements as to your foreign status 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 In addition the 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 via withholding If these regulations were to apply to the notes we may be required to withhold such taxes if any U S source dividends are paid on the stocks included in the underlier 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 2023 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 under these rules 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 PS 20
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 PS 21
SUPPLEMENTAL PLAN OF DISTRIBUTION CONFLICTS OF INTEREST See Supplemental Plan of Distribution on page S 49 of the accompanying general terms supplement no 2 913 and Plan of Distribution Conflicts of Interest on page 129 of the accompanying prospectus GS Finance Corp estimates that its share of the total offering expenses excluding underwriting discounts and commissions will be approximately GS Finance Corp will sell to 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 of the face amount The original issue price for notes purchased by certain retirement accounts and certain fee based advisory accounts will be of the face amount of the notes which will reduce the underwriting discount specified on the cover of this pricing supplement with respect to such notes to 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 have been advised that GS Co will also pay a fee in connection with the distribution of the notes to SIMON Markets LLC a broker dealer affiliated with GS Finance Corp We expect to deliver the notes against payment therefor in New York New York on February 3 2022 Under Rule 15c6 1 of the Securities Exchange Act of 1934 trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise Accordingly purchasers who wish to trade notes on any date prior to two business days 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 PS 22
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 2 913 the accompanying underlier supplement no 25 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 2 913 the accompanying underlier supplement no 25 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 2 913 the accompanying underlier supplement no 25 the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents GS Finance Corp Callable Contingent Coupon Index Linked Notes due guaranteed by The Goldman Sachs Group Inc ____________ ____________ Goldman Sachs Co LLC