SEC Form FWP filed by Goldman Sachs Group Inc.

Market Linked Notes — Autocallable with Contingent Coupon and Principal Return at Maturity

Notes Linked to the Lowest Performing of the Common Stock of Netflix, Inc., the Common Stock of NVIDIA Corporation, the Common Stock of Broadcom Inc., the Class C Common Stock of Dell Technologies Inc. and the Class A Common Stock of Meta Platforms, Inc. (formerly Facebook, Inc.) due May 29, 2030

Summary of Terms

Company (Issuer) and Guarantor:

GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)

CUSIP:

40058J3K9

Market Measures (each referred to as an “underlying stock,” and collectively as the “underlying stocks”):

the common stock of Netflix, Inc. (current Bloomberg ticker: “NFLX UW”), the common stock of NVIDIA Corporation (current Bloomberg ticker: “NVDA UW”), the common stock of Broadcom Inc. (current Bloomberg ticker: “AVGO UW”), the Class C common stock of Dell Technologies Inc. (current Bloomberg ticker: “DELL UN”) and the Class A common stock of Meta Platforms, Inc. (formerly Facebook, Inc.)

Tax consequences:

See “Supplemental Discussion of U.S. Federal Income Tax Considerations” in the accompanying preliminary pricing supplement

Underwriting discount:

up to 3.325% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the notes. WFS will receive the underwriting discount of up to 3.325% of the aggregate face amount of the notes sold. The agent may resell the notes to Wells Fargo Advisors (“WFA”) at the original issue price of the notes less a concession of 2.00% of the aggregate face amount of the notes. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a note WFA sells.

Pricing date:

expected to be May 23, 2025

Issue date:

expected to be May 29, 2025

Final calculation day:

expected to be May 23, 2030

Stated maturity date:

expected to be May 29, 2030

Starting price:

with respect to an underlying stock, the stock closing price of such underlying stock on the pricing date

Performance factor:

with respect to an underlying stock on any calculation day, the quotient of (i) its stock closing price on such calculation day divided by its starting price (expressed as a percentage)

Lowest performing underlying stock:

for any calculation day, the underlying stock with the lowest performance factor on that calculation day

* In addition, in respect of certain notes sold in this offering, GS&Co. may pay a fee of up to 0.30% of the aggregate face amount of the notes sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the notes to other securities dealers.

Any return on the notes will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any underlying stock.

You should read the accompanying preliminary pricing supplement dated May 19, 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.

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 document should be read in conjunction with the following:

The estimated value of your notes at the time the terms of your notes are set on the pricing date is expected to be between $885 and $915 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your notes.

Automatic call:

If the stock closing price of the lowest performing underlying stock on any call date is greater than or equal to its starting price, the notes will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per note in U.S. dollars equal to the face amount plus a final contingent coupon payment. The notes will not be subject to automatic call until the May 2026 calculation day.

Contingent coupon payment:

Subject to the automatic call, on each contingent coupon payment date, for each $1,000 of the outstanding face amount, you will receive a contingent coupon payment equal to at least $8.334 (equivalent to a contingent coupon rate of at least approximately 10.00% per annum) (set on the pricing date) if, and only if, the stock closing price of the lowest performing underlying stock on the related calculation day is greater than or equal to its coupon threshold price.

Coupon threshold price:

with respect to an underlying stock, 75% of its starting price

Call dates:

each calculation day commencing in May 2026 and ending in April 2030

Call settlement date:

the contingent coupon payment date immediately following the applicable call date

Calculation days:

monthly, on the 23rd day of each month, commencing June 2025 and ending April 2030, and the final calculation day

Contingent coupon payment dates:

monthly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date

Maturity payment amount (for each $1,000 face amount of your notes):

If the notes are not automatically called prior to the stated maturity date, you will be entitled to receive on the stated maturity date a cash payment per note in U.S. dollars equal to the maturity payment amount (in addition to the final contingent coupon payment, if any). The “maturity payment amount” per note will equal $1,000.

About Your Notes

Risk Factors

Risks Related to Structure, Valuation and Secondary Market Sales

Date to Any Calculation Day or from Calculation Day to Calculation Day

Risks Related to Tax