Free Writing Prospectus pursuant to Rule 433 dated May 22, 2025
Registration Statement No. 333-284538
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Market Linked Securities — Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Class A Common Stock of MicroStrategy Incorporated due June 10, 2026 |
Summary of Terms |
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Hypothetical Payout Profile* |
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Company (Issuer) and Guarantor: |
GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
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Market measure: |
Class A common stock of MicroStrategy Incorporated (current Bloomberg ticker: “MSTR UW”) (the “underlying stock”) |
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Pricing date: |
expected to be May 23, 2025 |
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Issue date: |
expected to be May 29, 2025 |
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Calculation day: |
expected to be June 5, 2026 |
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Stated maturity date: |
expected to be June 10, 2026 |
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Starting price: |
the stock closing price of the underlying stock on the pricing date |
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Ending price: |
the stock closing price of the underlying stock on the calculation day |
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Underlying stock return: |
ending price – starting price starting price |
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Contingent fixed return: |
at least 43.00% of the face amount per security |
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* assumes a contingent fixed return of 43.00% per security. If the ending price is less than the threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the underlying stock and will lose more than 25%, and possibly all, of the face amount of your securities at maturity. You should read the accompanying preliminary pricing supplement dated May 22, 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 securities 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 securities at the time the terms of your securities are set on the pricing date is expected to be between $900 and $930 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities
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Threshold price: |
75% of the starting price |
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Threshold amount: |
25% |
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Payment amount at maturity (for each $1,000 face amount of your securities): |
• if the ending price is greater than or equal to the threshold price: $1,000 plus the contingent fixed return; or • if the ending price is less than the threshold price: $1,000 + [$1,000 × underlying stock return] |
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Underwriting discount: |
up to 2.325% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.325% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 1.75% of the aggregate face amount of the securities. 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 security WFA sells. |
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CUSIP: |
40058J4L6 |
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Tax consequences: |
See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement |
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* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.20% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. |
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The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the accompanying preliminary pricing 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, the terms of the securities and certain risks.
About Your Securities |
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, WFS product supplement no. 5 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, WFS product supplement no. 5 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, WFS product supplement no. 5 and preliminary pricing supplement if you so request by calling (212) 357-4612.
Risk Factors |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 5, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 5, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Selected Risk Considerations” in the accompanying preliminary pricing supplement, “ Risk Factors” in the accompanying WFS product supplement no. 5, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales ▪ The Estimated Value of Your Securities At the Time the Terms of Your Securities Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Securities ▪ The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor ▪ The Amount Payable on Your Securities Is Not Linked to the Price of the Underlying Stock at Any Time Other Than the Determination Date ▪ You May Lose Your Entire Investment in the Securities ▪ The Return on Your Securities May Change Significantly Despite Only a Small Change in the Price of the Underlying Stock ▪ Your Securities Do Not Bear Interest ▪ The Potential for the Value of Your Securities to |
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Increase Will Be Limited ▪ We Will Not Hold Shares of the Underlying Stock for Your Benefit ▪ You Have No Shareholder Rights or Rights to Receive the Underlying Stock ▪ The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors Risks Related to Tax ▪ Certain Considerations for Insurance Companies and Employee Benefit Plans ▪ The Tax Consequences of an Investment in Your Securities Are Uncertain ▪ Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Securities, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Securities to Provide Information to Tax Authorities |
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.
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, the terms of the securities and certain risks.
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