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Free Writing Prospectus pursuant to Rule 433 dated March 25, 2025 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS Opportunities in U.S. and International Equities GS Finance Corp. |
Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031
Principal at Risk Securities
The Buffered Performance Leveraged Upside SecuritiesSM (Buffered PLUS) do not bear interest and are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.
You should read the accompanying preliminary pricing supplement dated March 25, 2025, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.
KEY TERMS |
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Leveraged upside payment: |
$1,000 × leverage factor × basket percent increase |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Basket: |
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Basket component |
Basket component weighting |
Leverage factor (set on the pricing date): |
at least 112.45% |
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S&P 500® Index (current Bloomberg symbol: “SPX Index”) |
50.00% |
Maximum payment at maturity: |
$2,000.00 per Buffered PLUS (200.00% of the stated principal amount) |
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Nasdaq-100 Index® (current Bloomberg symbol: “NDX Index”) |
50.00% |
Minimum payment at maturity: |
$100.00 per Buffered PLUS (10.00% of the stated principal amount) |
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We refer to each basket component singularly as an underlying index and together as the underlying indices. The initial basket component value of each underlying index is the index closing value of such underlying index on the pricing date. |
Buffer amount: |
10.00% |
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Pricing date: |
expected to price on or about March 27, 2025 |
Basket percent increase: |
(final basket value – initial basket value) / initial basket value |
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Original issue date: |
expected to be April 1, 2025 |
Initial basket value: |
100 |
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Valuation date: |
expected to be March 27, 2031 |
Final basket value: |
the basket closing value on the valuation date |
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Stated maturity date: |
expected to be April 1, 2031 |
Basket closing value: |
the basket closing value on any day is the sum of the products of the basket component closing value of each underlying index times the applicable multiplier for such underlying index on such date. |
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Payment at maturity (for each $1,000 stated principal amount of your Buffered PLUS): |
• if the final basket value is greater than the initial basket value, $1,000 + the leveraged upside payment, subject to the maximum payment at maturity; • if the final basket value is equal to or less than the initial basket value, but has decreased from the initial basket value by an amount less than or equal to the buffer amount, $1,000 or • if the final basket value is less than the initial basket value and has decreased from the initial basket value by an amount greater than the buffer amount, (i) the product of $1,000 × the basket performance factor plus (ii) $100.00 |
Basket component closing value: |
in the case of each underlying index, the closing value of such underlying index. |
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Multiplier: |
Each multiplier will be set on the pricing date based on the applicable underlying index’s respective initial basket component value so that each underlying index will represent its applicable basket component weighting in the predetermined initial basket value. Each multiplier will remain constant for the term of the Buffered PLUS and will equal, for each underlying index, (i) the product of the applicable basket component weighting times 100 divided by (ii) the applicable initial basket component value. |
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This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the Buffered PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the Buffered PLUS and certain risks.
Buffered PLUS Payoff Diagram* |
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Hypothetical Final Basket Value (as Percentage of Initial Basket Value) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
225.000% |
200.000% |
200.000% |
200.000% |
190.000% |
200.000% |
188.928% |
200.000% |
175.000% |
184.338% |
150.000% |
156.225% |
125.000% |
128.113% |
100.000% |
100.000% |
98.000% |
100.000% |
95.000% |
100.000% |
90.000% |
100.000% |
75.000% |
85.000% |
50.000% |
60.000% |
25.000% |
35.000% |
10.000% |
20.000% |
0.000% |
10.000% |
* assumes a leverage factor of 112.45% |
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This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the Buffered PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the Buffered PLUS and certain risks.
About Your Buffered PLUS |
The amount that you will be paid on your Buffered PLUS at stated maturity is based on the performance of an equally weighted basket composed of the S&P 500® Index and the Nasdaq-100 Index®, as measured from the pricing date to and including the valuation date.
The initial basket value is 100, and the final basket value will equal the sum of the products, as calculated separately for each underlying index, of: (i) the index closing value of such index on the valuation date multiplied by (ii) its multiplier. The multiplier will equal, for each index, the quotient of (i) the weighting of such index multiplied by 100 divided by (ii) its initial basket component value.
At maturity, if the final basket value is greater than the initial basket value of 100, the return on your Buffered PLUS will be positive and equal to the product of the leverage factor multiplied by the basket percent increase, subject to the maximum payment at maturity. If the final basket value is equal to or less than the initial basket value but has not decreased by more than the buffer amount, you will receive the principal amount of your Buffered PLUS. However, if the final basket value has decreased from the initial basket value by more than the buffer amount, you will lose 1% for every 1% decline beyond the buffer amount, subject to the minimum payment at maturity. Declines in one underlying index may offset increases in the other underlying index.
The Buffered PLUS are for investors who seek the potential to earn at least 112.45% of any positive return of the basket, subject to the maximum payment at maturity, are willing to forgo interest payments and are willing to risk losing up to 90.00% of their investment if the final basket value has declined from the initial basket value by more than the buffer amount.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, underlier supplement no. 44, general terms supplement no. 17,741 and preliminary pricing supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, underlier supplement no. 44, general terms supplement no. 17,741 and preliminary pricing supplement and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement, underlier supplement no. 44, general terms supplement no. 17,741 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The Buffered PLUS are notes that are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the Buffered PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the Buffered PLUS and certain risks.
RISK FACTORS |
An investment in the Buffered PLUS is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,741, accompanying underlier supplement no. 44, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. In addition to the below, you should read in full “Risk Factors” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 17,741, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 44, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your Buffered PLUS are a riskier investment than ordinary debt securities. Also, your Buffered PLUS are not equivalent to investing directly in the underlying indices. You should carefully consider whether the offered Buffered PLUS are appropriate given your particular circumstances.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
Risks Related to Conflicts of Interest
Additional Risks Related to the Nasdaq-100 Index®
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the Buffered PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the Buffered PLUS and certain risks.
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,741:
Risks Related to Structure, Valuation and Secondary Market Sales
Risks Related to Conflicts of Interest
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying underlier supplement no. 44:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the Buffered PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the Buffered PLUS and certain risks.
The following risk factors are discussed in greater detail in the accompanying prospectus:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
For details about the license agreement between each underlying index publisher and the issuer, see “The Underliers — S&P 500® Index” and “The Underliers — Nasdaq-100 Index®” on pages S-125 and S-66 of the accompanying underlier supplement no. 44, respectively.
TAX CONSIDERATIONS |
You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Supplemental Discussion of U.S. Federal Income Tax Consequences” concerning the U.S. federal income tax consequences of an investment in the Buffered PLUS, and you should consult your tax advisor.
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the Buffered PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the Buffered PLUS and certain risks.