Free Writing Prospectus pursuant to Rule 433 dated April 4, 2025 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
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GS Finance Corp. |
Contingent Income Auto-Callable Securities Based on the Performance of the Common Stock of Amazon.com, Inc. due October 12, 2028 |
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Principal at Risk Securities The Contingent Income Auto-Callable Securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. You should read the accompanying preliminary pricing supplement dated April 4, 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. |
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Coupon observation dates |
Coupon payment dates |
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July 7, 2025Ɨ |
July 10, 2025 |
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October 7, 2025 |
October 10, 2025 |
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January 7, 2026 |
January 12, 2026 |
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April 7, 2026 |
April 10, 2026 |
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July 7, 2026 |
July 10, 2026 |
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KEY TERMS |
October 7, 2026 |
October 13, 2026 |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
January 7, 2027 |
January 12, 2027 |
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Underlying stock: |
the common stock of Amazon.com, Inc. (current Bloomberg ticker: “AMZN UW”) |
April 7, 2027 |
April 12, 2027 |
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Pricing date: |
expected to price on or about April 7, 2025 |
July 7, 2027 |
July 12, 2027 |
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Original issue date: |
expected to be April 10, 2025 |
October 7, 2027 |
October 13, 2027 |
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Coupon observation dates: |
as set forth under “Coupon observation dates” |
January 7, 2028 |
January 12, 2028 |
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Coupon payment dates: |
as set forth under “Coupon payment dates” |
April 7, 2028 |
April 12, 2028 |
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Stated maturity date: |
expected to be October 12, 2028 |
July 7, 2028 |
July 12, 2028 |
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Payment at maturity (for each $1,000 stated principal amount of your securities): |
• if the final share price is greater than or equal to the downside threshold price, $1,000 plus the final contingent quarterly coupon; or • if the final share price is less than the downside threshold price, $1,000 × the share performance factor |
October 9, 2028 (determination date) |
October 12, 2028 (stated maturity date) |
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Initial share price: |
the closing price of the underlying stock on the pricing date |
Hypothetical Payment Amount At Maturity* |
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Final share price: |
the closing price of the underlying stock on the determination date |
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Call observation dates: |
each coupon observation date specified in the table commencing on July 7, 2025 and ending on July 7, 2028 |
The Securities Have Not Been Automatically Called |
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Call payment dates: |
the coupon payment date immediately after the applicable call observation date |
Hypothetical Final Share Price (as Percentage of Initial Share Price) |
Hypothetical Payment at Maturity (as Percentage of Principal Amount) |
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Determination date: |
the last coupon observation date, expected to be October 9, 2028 |
175.000% |
100.000%** |
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Downside threshold price (set on the pricing date): |
at most, 71.60% of the initial share price |
150.000% |
100.000%** |
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125.000% |
100.000%** |
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Automatic call feature: |
if, as measured on any call observation date, the closing price of the underlying stock is greater than or equal to the initial share price, your securities will be automatically called and, in addition to the contingent quarterly coupon then due, you will receive $1,000 for each $1,000 principal amount. No payments will be made after the call payment date. |
110.000% |
100.000%** |
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100.000% |
100.000%** |
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85.000% |
100.000%** |
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75.000% |
100.000%** |
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Contingent quarterly coupon: |
subject to the automatic call feature, on each coupon payment date, for each $1,000 of the outstanding principal amount, the company will pay an amount in cash equal to: • if the closing price of the underlying stock on the applicable coupon observation date is greater than or equal to the downside threshold price, (i) the product of at least $25.00 times the number of coupon observation dates that have occurred up to and including the relevant coupon observation date minus (ii) the sum of all contingent quarterly coupons previously paid, if any; or • if the closing price of the underlying stock on the applicable coupon observation date is less than the downside threshold price, $0.00 |
71.600% |
100.000%** |
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71.599% |
71.599% |
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45.000% |
45.000% |
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30.000% |
30.000% |
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25.000% |
25.000% |
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0.000% |
0.000% |
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* Assumes a downside threshold price of 71.60% of the initial share price ** Does not include the final contingent quarterly coupon
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Share performance factor: |
final share price / initial share price |
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CUSIP / ISIN: |
40058HLK3 / US40058HLK31 |
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Estimated value range: |
$905 to $965 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
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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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical underlying stock closing prices), the terms of the securities and certain risks.
About Your Securities |
The amount that you will be paid on your securities is based on the performance of the common stock of Amazon.com, Inc. The securities will mature on the stated maturity date unless they are automatically called on any call observation date. If the final share price is greater than or equal to the downside threshold price, you will receive your $1,000 principal amount of your securities plus a contingent quarterly coupon. You will not participate in any appreciation of the underlying stock. If the final share price is less than the downside threshold price, you will not receive a coupon payment and you will lose a significant portion or all of your investment.
Your securities will be automatically called if the closing price of the underlying stock on any call observation date is greater than or equal to the initial share price, resulting in a payment on the corresponding call payment date equal to the principal amount of your securities plus the contingent quarterly coupon then due.
The securities will not pay a fixed coupon and may pay no coupon on a coupon payment date. On each coupon observation date, subject to the automatic call feature, if the closing price of the underlying stock is greater than or equal to the downside threshold price, you will receive on the corresponding coupon payment date a contingent quarterly coupon payment. If the closing price of the underlying stock on any coupon observation date is less than the downside threshold price, you will not receive a contingent quarterly coupon payment on the applicable coupon payment date.
The securities are for investors who seek to earn a contingent quarterly coupon at an above current market rate in exchange for the risk of receiving few or no contingent quarterly coupons and the risk of losing all or a portion of the principal of their securities.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, 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, 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, general terms supplement no. 17,741 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The securities are notes that are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical underlying stock closing prices), the terms of the securities and certain risks.
RISK FACTORS |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,741, 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, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your securities are a riskier investment than ordinary debt securities. Also, your securities are not equivalent to investing directly in the underlying stock. You should carefully consider whether the offered securities 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
Risks Related to Tax
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical underlying stock closing prices), the terms of the securities 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 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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical underlying stock closing prices), the terms of the securities 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
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 securities, 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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical underlying stock closing prices), the terms of the securities and certain risks.