Free Writing Prospectus pursuant to Rule 433 dated August 15, 2025 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS Opportunities in U.S. and International Equities GS Finance Corp. |
Trigger PLUS Based on the Weighted Return of a Basket of Equity Indices due September 5, 2030
Principal at Risk Securities
The Trigger Performance Leveraged Upside SecuritiesSM (Trigger PLUS) do not bear interest and 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 August 15, 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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Trigger PLUS Payoff Diagram* |
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KEY TERMS |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Basket: |
Basket component |
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S&P 500® Index (current Bloomberg symbol: “SPX Index”) |
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TOPIX (current Bloomberg symbol: “TPX Index”) |
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EURO STOXX 50® Index(current Bloomberg symbol: “SX5E Index”) |
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We refer to each basket component singularly as an underlying index and together as the underlying indices. The initial basket component value of each underlying index is the index closing value of such underlying index on the pricing date. |
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Pricing date: |
expected to price on or about August 29, 2025 |
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Original issue date: |
expected to be September 4, 2025 |
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Valuation date: |
expected to be August 30, 2030 |
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Stated maturity date: |
expected to be September 5, 2030 |
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Payment at maturity (for each $1,000 stated principal amount of your Trigger PLUS): |
• if the weighted return is positive, $1,000 + the leveraged upside payment; • if the weighted return is zero or negative but not below the downside trigger percentage, $1,000; or • if the weighted return is negative and is below the downside trigger percentage, $1,000 + ($1,000 × the weighted return) |
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Hypothetical Weighted Return |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
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40.000% |
142.980% |
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30.000% |
132.235% |
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20.000% |
121.490% |
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Leveraged upside payment: |
$1,000 × leverage factor × weighted return |
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10.000% |
110.745% |
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5.000% |
105.373% |
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Leverage factor (set on the pricing date): |
at least 107.45% |
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2.000% |
102.149% |
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0.000% |
100.000% |
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Downside trigger percentage: |
-25.00% |
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-5.000% |
100.000% |
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-10.000% |
100.000% |
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Weighted Return: |
(highest basket component return × 50.00%) + (second highest basket component return × 35.00%) + (lowest basket component return × 15.00%) |
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-15.000% |
100.000% |
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-25.000% |
100.000% |
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-25.001% |
74.999% |
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Basket component return: |
with respect to each underlying index, (final basket component value - initial basket component value) / initial basket component value |
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-40.000% |
60.000% |
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-50.000% |
50.000% |
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Final basket component value: |
with respect to each underlying index, the index closing value of such underlying index on the valuation date |
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-75.000% |
25.000% |
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-100.000% |
0.000% |
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CUSIP / ISIN: |
40058JE92 / US40058JE920 |
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*assumes a leverage factor of 107.45% |
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Estimated value range: |
$880 to $940 (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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes and certain risks.
About Your Trigger PLUS |
The amount that you will be paid on your Trigger PLUS at stated maturity is based on the performance, as measured from the pricing date to and including the valuation date, of a weighted basket comprised of the S&P 500® Index, TOPIX and the EURO STOXX 50® Index.
The weighting for each index is not set on the pricing date. Instead, on the valuation date, a weighted return will be calculated, which will be based on the basket component return for each index. The weighted return is the sum of the products of (i) the highest basket component return times 50.00% plus (ii) the second highest basket component return times 35.00% plus (iii) the lowest basket component return times 15.00%. Even though the weighted return allocates higher weights to the higher basket component returns, a low basket component return may offset other, higher basket component returns.
If the weighted return on the valuation date is positive, the return on your Trigger PLUS will be positive and will equal the product of the leverage factor multiplied by the weighted return. If the weighted return is zero or negative but not below the downside trigger percentage, you will receive the principal amount of your Trigger PLUS. However, if the weighted return is negative and is below the downside trigger percentage, you will lose a significant portion or all of your investment.
The Trigger PLUS are for investors who seek the potential to earn at least 107.45% of any positive weighted return, are willing to forgo interest payments and are willing to risk losing their entire investment if the weighted return is negative and is below the downside trigger percentage.
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. 45, 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. 45, 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. 45, general terms supplement no. 17,741 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The Trigger PLUS 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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes and certain risks.
RISK FACTORS |
An investment in the Trigger PLUS 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. 45, 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. 45, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your Trigger PLUS are a riskier investment than ordinary debt securities. Also, your Trigger PLUS are not equivalent to investing directly in the underlying index stocks, i.e., with respect to an underlying index to which your Trigger PLUS are linked, the stocks comprising such underlying index. You should carefully consider whether the offered Trigger PLUS 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 TOPIX and the EURO STOXX 50® Index
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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes 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 underlier supplement no. 45:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
Additional Risks Relating to Securities Linked to Underliers Denominated in Foreign Currencies or that Contain Foreign Stocks
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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes and certain risks.
Additional Risks Relating to Securities Linked to TOPIX
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:
For details about the license agreement between the underlying index publishers for the S&P 500® Index and the EURO STOXX 50® Index and the issuer, see “The Underliers — S&P 500® Index” and “The Underliers — EURO STOXX 50® Index” on pages S-127 and S-36 of the accompanying underlier supplement no. 45, respectively.
TOPIX Value and TOPIX Marks are subject to the proprietary rights owned by JPXI and JPXI owns all rights and know-how relating to TOPIX such as calculation, publication and use of TOPIX Value and relating to TOPIX Marks. JPXI shall reserve the rights to change the methods of calculation or publication, to cease the calculation or publication of TOPIX Value or to change TOPIX Marks or cease the use thereof. JPXI makes no warranty or representation whatsoever, either as to the results stemmed from the use of TOPIX Value and TOPIX Marks or as to the figure at which TOPIX Value stands on any particular day. JPXI gives no assurance regarding accuracy or completeness of TOPIX Value and data contained therein. Further, JPXI shall not be liable for the miscalculation, incorrect publication, delayed or interrupted publication of TOPIX Value. No Trigger PLUS are in any way sponsored, endorsed or promoted by JPXI. JPXI shall not bear any obligation to give an explanation of the Trigger PLUS or an advice on investments to any purchaser of the Trigger PLUS or to the public. JPXI neither selects specific stocks or groups thereof nor takes into account any needs of the issuing company or any purchaser of the Trigger PLUS, for calculation of TOPIX Value. Including but not limited to the foregoing, JPXI shall not be responsible for any damage resulting from the issue and sale of the Trigger PLUS.
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 Trigger PLUS, 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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the notes and certain risks.