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Free Writing Prospectus pursuant to Rule 433 dated July 18, 2025 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS Opportunities in Commodities GS Finance Corp. |
Enhanced Trigger Jump Securities Based on the Performance of the West Texas Intermediate Light Sweet Crude Oil Futures Contract due November 4, 2026
Principal at Risk Securities
The Enhanced Trigger Jump Securities do not bear interest and are unsecured securities issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.
You should read the accompanying preliminary pricing supplement dated July 18, 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 |
Enhanced Trigger Jump Security Payoff Diagram* |
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Issuer / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Underlier: |
the first or second nearby West Texas Intermediate (WTI) light sweet crude oil futures contract as traded on the New York Mercantile Exchange (NYMEX) (Bloomberg symbol, “CL1 <Cmdty>” or “CL2 <Cmdty>”, respectively) (WTI crude oil futures contract) |
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Pricing date: |
expected to price on or about July 25, 2025 |
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Original issue date: |
expected to be July 30, 2025 |
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Valuation date: |
expected to be October 30, 2026 |
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Stated maturity date: |
expected to be November 4, 2026 |
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Payment at maturity (for each $1,000 stated principal amount of your securities): |
• if the final underlier price is greater than or equal to the downside threshold price, $1,000 + the upside payment (in no event will the payment at maturity exceed $1,000 plus the upside payment); or • if the final underlier price is less than the downside threshold price, $1,000 × the underlier performance factor This amount will be less than the stated principal amount of $1,000, will represent a loss of more than 25.00% and could be zero. |
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Upside payment (set on the pricing date): |
at least $133.00 per security (at least 13.30% of the stated principal amount) |
Hypothetical Final Underlier Price (as Percentage of Initial Underlier Price) |
Hypothetical Payment at Maturity* (as Percentage of Stated Principal Amount) |
Initial underlier price: |
the closing price of the underlier on the pricing date |
200.000% |
113.300% |
Final underlier price: |
the closing price of the underlier on the valuation date |
150.000% |
113.300% |
Downside threshold price: |
75.00% of the initial underlier price |
125.000% |
113.300% |
113.300% |
113.300% |
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Underlier performance factor: |
final underlier price / initial underlier price |
110.000% |
113.300% |
105.000% |
113.300% |
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Closing price: |
on any day, the official U.S.dollar settlement price quoted by NYMEX of the first nearby WTI crude oil futures contract, provided that if such day falls on or after the last trading day during which trading may take place for the first nearby WTI crude oil futures contract, as determined by the calculation agent, the settlement price for the WTI crude oil futures contract used to calculate the closing price of the underlier on such day will be the price of the second nearby WTI crude oil futures contract on such day as determined by the calculation agent |
100.000% |
113.300% |
95.000% |
113.300% |
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85.000% |
113.300% |
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75.000% |
113.300% |
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74.999% |
74.999% |
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60.000% |
60.000% |
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50.000% |
50.000% |
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25.000% |
25.000% |
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0.000% |
0.000% |
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* assumes an upside payment of $133.00 per security. |
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CUSIP / ISIN: |
40058JQ32 / US40058JQ320 |
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Estimated value range: |
$890 to $950 (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 underlier (including historical closing prices of the underlier), the terms of the securities and certain risks.
About Your Securities |
The amount that you will be paid on your securities on the stated maturity date is based on the performance of the settlement price of the first or second nearby West Texas Intermediate (WTI) light sweet crude oil futures contract (which we refer to as the “underlier”) as measured from the pricing date to and including the valuation date.
If the final underlier price is greater than or equal to the downside threshold price of 75.00% of the initial underlier price (set on the pricing date), the return on your securities will be positive and equal to at least 13.30% (set on the pricing date). However, if the final underlier price is less than the downside threshold price, you will lose all or a significant portion of your investment.
The securities are for investors who seek the potential to earn a fixed return of at least 13.30% if the final underlier price is greater than or equal to the downside threshold price, are willing to forgo interest payments and returns above the upside payment and are willing to risk losing their entire investment if the final underlier price is less than the downside threshold price.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, commodity terms supplement no. 17,742 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, commodity terms supplement no. 17,742 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, commodity terms supplement no. 17,742 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 underlier (including historical closing prices of the underlier), 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 commodity terms supplement no. 17,742, 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 commodity terms supplement no. 17,742, 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. 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 Underlier
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 underlier (including historical closing prices of the underlier), the terms of the securities and certain risks.
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying commodity terms supplement no. 17,742:
Risk Overview
Additional Risks Relating to Commodity Futures Contracts
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 underlier (including historical closing prices of the underlier), the terms of the securities and certain risks.
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 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 underlier (including historical closing prices of the underlier), the terms of the securities and certain risks.