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Free Writing Prospectus pursuant to Rule 433 dated May 1, 2025 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS Opportunities in Commodities GS Finance Corp. |
Market-Linked Barrier Notes Based on the Price of the SPDR® Gold Trust due June 3, 2027
The Market-Linked Barrier Notes 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 May 1, 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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Market-Linked Barrier Notes Diagram* |
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KEY TERMS |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Underlying ETF: |
SPDR® Gold Trust (current Bloomberg symbol: “GLD UP Equity”) |
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Pricing date: |
expected to price on or about May 14, 2025 |
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Original issue date: |
expected to be May 19, 2025 |
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Valuation date: |
expected to be May 28, 2027 |
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Stated maturity date: |
expected to be June 3, 2027 |
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Payment at maturity (for each $1,000 stated principal amount of your notes): |
• If the final ETF price is greater than the upper barrier, $1,000 + ($1,000 × base return); • if the final ETF price is equal to or less than the upper barrier, but greater than the initial ETF price, $1,000 + ($1,000 × ETF percent change); or • if the final ETF price is equal to or less than the initial ETF price, $1,000. |
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Hypothetical Final ETF Price (as Percentage of Initial ETF Price)
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Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount)
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Upper barrier: |
130.00% of the initial ETF price |
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200.000% |
200.000% |
Base return: |
5.00% |
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175.000% |
105.000% |
ETF percent change: |
(final ETF price - initial ETF price) / initial ETF price |
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150.000% |
105.000% |
Initial ETF price: |
the closing price of the underlying ETF on the pricing date |
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131.000% |
105.000% |
Final ETF price: |
the closing price of the underlying ETF on the valuation date |
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130.000% |
130.000% |
CUSIP / ISIN: |
40058HUH0 / US40058HUH01 |
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120.000% |
120.000% |
Estimated value range: |
$905 to $965 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
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110.000% |
110.000% |
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105.000% |
105.000% |
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104.000% |
104.000% |
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102.000% |
102.000% |
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100.000% |
100.000% |
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75.000% |
75.000% |
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50.000% |
100.000% |
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30.000% |
100.000% |
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25.000% |
100.000% |
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0.000% |
100.000% |
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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the notes and certain risks.
About Your Notes |
The amount that you will be paid on your notes on the stated maturity date is based on the performance of the SPDR® Gold Trust as measured from the pricing date to and including the valuation date.
At maturity, if the final ETF price is greater than the upper barrier, the return on your notes will be positive and equal to the base return. In this case, although the return on your notes will be positive, it will be significantly less than the ETF percent change. If the final ETF price is equal to or less than the upper barrier but greater than the initial ETF price, the return on your notes will be positive and equal to the ETF percent change. If the final ETF price is equal to or less than the initial ETF price, you will receive the stated principal amount of your investment, without any positive return on your notes.
The notes are for investors who are willing to forgo interest payments for the potential to receive exposure to a limited range of appreciation in the price of the underlying ETF in exchange for the risk of receiving a return limited to the base return if the underlying ETF appreciates by more than 30.00%, without participating in the negative return of the underlying ETF.
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 notes 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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the notes and certain risks.
RISK FACTORS |
An investment in the notes 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 notes are a riskier investment than ordinary debt securities. You should carefully consider whether the offered notes 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 Underlying ETF
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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the notes and certain risks.
Risks Related to Tax
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
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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the notes and certain risks.
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
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 notes, 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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the notes and certain risks.