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Free Writing Prospectus pursuant to Rule 433 dated May 9, 2025 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS – Opportunities in U.S. Equities GS Finance Corp. |
Auto-Callable Dual Directional Trigger PLUS Based on the Performance of the Class A Common Stock of Palantir Technologies Inc. due June 3, 2027 Principal at Risk Securities The 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 May 9, 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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Payment on the Call Payment Date* |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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If your securities are automatically called on the call observation date (i.e., on the call observation date the closing price of the underlying stock is equal to or greater than the initial share price), the cash payment that we would deliver for each $1,000 principal amount of your securities on the call payment date would be $1,432.00. If, for example, the closing price of the underlying stock on the call observation date was determined to be 150.00% of the initial share price, your securities would be automatically called and the cash payment that we would deliver on your securities on the call payment date would be 143.20% of the principal amount of your securities or $1,432.00 for each $1,000 of securities. No further payments would be made on the securities following an automatic call. You will not participate in any appreciation of the underlying stock. *assumes the amount payable on the call payment date if the securities are automatically called will be equal to $1,432.00. |
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Underlying stock: |
the Class A common stock of Palantir Technologies Inc. (current Bloomberg ticker: “PLTR UW”) |
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Pricing date: |
expected to price on or about May 30, 2025 |
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Original issue date: |
expected to be June 4, 2025 |
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Call observation date: |
expected to be June 5, 2026 |
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Call payment date: |
expected to be June 10, 2026 |
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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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Automatic call feature: |
if, as measured on the 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 you will receive for each $1,000 principal amount an amount in cash equal to at least $1,432.00 (set on the pricing date). No payments will be made after the call payment date. |
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Hypothetical Payment Amount At Maturity |
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The Securities Have Not Been Automatically Called |
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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 the initial share price, the sum of (i) $1,000 plus (ii) the leveraged upside payment; • if the final share price is equal to or less than the initial share price but greater than or equal to the downside threshold price, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the absolute share return; or • if the final share price is less than the downside threshold price, the product of (i) $1,000 times (ii) the share performance factor |
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Hypothetical Final Share Price (as Percentage of Initial Share Price) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
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200.000% |
250.000% |
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150.000% |
175.000% |
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125.000% |
137.500% |
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110.000% |
115.000% |
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105.000% |
107.500% |
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100.000% |
100.000% |
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85.000% |
115.000% |
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75.000% |
125.000% |
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Leveraged upside payment: |
$1,000 × leverage factor × share percent change |
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65.000% |
135.000% |
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64.999% |
64.999% |
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Leverage factor: |
150.00% |
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60.000% |
60.000% |
Share percent change: |
(final share price - initial share price) / initial share price |
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50.000% |
50.000% |
Absolute share return: |
the absolute value of the share percent change. For example, a -5% share percent change will result in a +5% absolute share return. |
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30.000% |
30.000% |
Initial share price: |
$ , which is the closing price of the underlying stock on the pricing date |
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25.000% |
25.000% |
Final share price: |
the closing price of the underlying stock on the valuation date |
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0.000% |
0.000% |
Downside threshold price: |
65.00% of the initial share price |
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Share performance factor: |
final share price / initial share price |
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CUSIP / ISIN: |
40058HZC6 / US40058HZC68 |
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Estimated value range: |
$900 to $960 (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 closing prices of the underlying stock), 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 Class A common stock of Palantir Technologies Inc. The securities may be automatically called on the call observation date.
Your securities will be automatically called if the closing price of the underlying stock on the call observation date is greater than or equal to the initial share price, resulting in a payment on the call payment date equal to at least $1,432.00 (set on the pricing date). No payments will be made after the call payment date.
At maturity, if not previously called, (i) if the final share price is greater than the initial share price, the return on your securities will be positive and equal to the product of the leverage factor multiplied by the share percent change; (ii) if the final share price is equal to or less than the initial share price but greater than or equal to the downside threshold price, you will receive the principal amount of your securities plus a return reflecting the absolute value of the share percent change (e.g., if the share percent change is -5%, your return will be +5%); or (iii) if the final share price is less than the downside threshold price, you will receive a payment at maturity based on the share performance factor.
The securities are for investors who seek a return of at least 43.20% if their securities are automatically called or the potential to earn 150.00% of any positive return of the underlying stock or seek a positive return for moderate decreases in the underlying stock if their securities are not automatically called, in exchange for the risk of losing all or a significant portion of the principal amount of their securities if the securities remain outstanding to maturity.
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 closing prices of the underlying stock), 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
Additional Risks Related to the Underlying Stock
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 closing prices of the underlying stock), 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 closing prices of the underlying stock), 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 closing prices of the underlying stock), the terms of the securities and certain risks.