Free Writing Prospectus pursuant to Rule 433 dated June 13, 2025 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
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GS Finance Corp. |
Contingent Income Auto-Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index® due June 24, 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 June 12, 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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September 22, 2025 |
September 25, 2025 |
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December 22, 2025 |
December 26, 2025 |
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March 20, 2026 |
March 25, 2026 |
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June 22, 2026 |
June 25, 2026 |
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KEY TERMS |
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September 21, 2026 |
September 24, 2026 |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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December 21, 2026 |
December 24, 2026 |
Underlying indexes (each individually, an underlying index): |
the S&P 500® Index (current Bloomberg symbol: “SPX Index”), the Russell 2000® Index (current Bloomberg symbol: “RTY Index”) and the Nasdaq-100 Index® (current Bloomberg symbol: “NDX Index”) |
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March 22, 2027 |
March 25, 2027 |
Pricing date: |
expected to price on or about June 20, 2025 |
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June 21, 2027 (valuation date) |
June 24, 2027 (stated maturity date) |
Original issue date: |
expected to be June 25, 2025 |
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Hypothetical Payment Amount At Maturity |
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Coupon observation dates: |
as set forth under “Coupon observation dates” below |
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The Securities Have Not Been Automatically Called |
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Coupon payment dates: |
as set forth under “Coupon payment dates” below |
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Hypothetical Final Index Value of the Worst Performing Underlying Index (as Percentage of Initial Index Value) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
Valuation date: |
the last coupon observation date, expected to be June 21, 2027 |
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Stated maturity date: |
expected to be June 24, 2027 |
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Automatic call feature: |
if, as measured on any call observation date, the index closing value of each underlying index is greater than or equal to its initial index value, 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. |
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150.000% |
100.000%* |
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125.000% |
100.000%* |
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Call observation dates: |
each coupon observation date specified in the table below commencing on September 22, 2025 and ending on March 22, 2027 |
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110.000% |
100.000%* |
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105.000% |
100.000%* |
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Call payment dates: |
the coupon payment date immediately after the applicable call observation date |
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103.000% |
100.000%* |
Payment at maturity (for each $1,000 stated principal amount of your securities): |
• if the final index value of each underlying index is greater than or equal to its downside threshold level, $1,000 plus the final coupon; or • if the final index value of any underlying index is less than its downside threshold level, $1,000 × the worst performing index performance factor |
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101.000% |
100.000%* |
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100.000% |
100.000%* |
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90.000% |
100.000%* |
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85.000% |
100.000%* |
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Initial index value: |
with respect to each underlying index, the index closing value of such underlying index on the pricing date |
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70.000% |
100.000%* |
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69.999% |
69.999% |
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Final index value: |
with respect to each underlying index, the index closing value of such underlying index on the valuation date |
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50.000% |
50.000% |
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30.000% |
30.000% |
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Downside threshold level: |
with respect to each underlying index, 70.00% of such underlying index’s initial index value |
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25.000% |
25.000% |
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0.000% |
0.000% |
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Contingent quarterly coupon (set on the pricing date): |
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 index closing value of each underlying index on the applicable coupon observation date is greater than or equal to its downside threshold level, at least $20.625 per security; or • if the index closing value of any underlying index on the applicable coupon observation date is less than its downside threshold level, $0.00 |
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*Does not include the final contingent quarterly coupon |
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Index performance factor: |
with respect to each underlying index, the final index value / the initial index value |
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Worst performing underlying index: |
the underlying index with the lowest index performance factor |
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Worst performing index performance factor: |
the index performance factor of the worst performing underlying index |
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CUSIP / ISIN: |
40058JEF8 / US40058JEF84 |
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Estimated value range: |
$925 to $985 (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 indexes (including historical index closing values), 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 worst performing of the S&P 500® Index, the Russell 2000® Index and the Nasdaq-100 Index®. The securities may be automatically called on any call observation date.
Unless previously automatically called, on each coupon observation date (i) if the index closing value of any underlying index is less than its downside threshold level, you will not receive a payment on the applicable coupon payment date and (ii) if the index closing value of each underlying index is greater than or equal to its downside threshold level, you will receive on the applicable coupon payment date a contingent quarterly coupon.
Your securities will be automatically called if the index closing value of each underlying index on any call observation date is greater than or equal to its initial index value, resulting in a payment on the applicable call payment date equal to the principal amount of your securities plus the contingent quarterly coupon then due. No payments will be made after the call payment date.
At maturity, if not previously automatically called, (i) if the final index value of each underlying index on the valuation date is greater than or equal to its downside threshold level, you will receive the principal amount of your securities plus the contingent quarterly coupon then due and (ii) if the final index value of any underlying index is less than its downside threshold level, you will not receive a contingent quarterly coupon payment and the payment at maturity will be based on the performance of the underlying index with the lowest index performance factor. Investors will not participate in any appreciation of any underlying index.
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 losing a significant portion or all of the principal amount of their securities based on the performance of the worst performing underlying index.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, underlier supplement no. 44, 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, underlier supplement no. 44, 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, underlier supplement no. 44, 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 indexes (including historical index closing values), 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 underlier supplement no. 44, 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, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 44, 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 index stocks, i.e., the stocks comprising the underlying indexes to which your securities are linked. 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
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 indexes (including historical index closing values), the terms of the securities and certain risks.
Risks Related to Conflicts of Interest
Additional Risks Related to the Russell 2000® Index
Additional Risks Related to the Nasdaq-100 Index®
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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indexes (including historical index closing values), the terms of the securities and certain risks.
Risks Related to Tax
The following risk factor is discussed in greater detail in the accompanying underlier supplement no. 44:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
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
For details about the license agreement between each underlying index publisher and the issuer, see “The Underliers — S&P 500® Index”, “The Underliers — Russell 2000® Index” and “The Underliers — Nasdaq-100 Index®” on pages S-125, S-88 and S-66 of the accompanying underlier supplement no. 44, respectively.
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 indexes (including historical index closing values), the terms of the securities and certain risks.
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 indexes (including historical index closing values), the terms of the securities and certain risks.