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    SEC Form FWP filed by Goldman Sachs Group Inc.

    9/25/25 2:43:42 PM ET
    $GS
    Investment Bankers/Brokers/Service
    Finance
    Get the next $GS alert in real time by email
    FWP 1 spxc0459_fwp_gsg.htm FWP FWP

     

    Free Writing Prospectus pursuant to Rule 433 dated September 25, 2025 / Registration Statement No. 333-284538

    STRUCTURED INVESTMENTS

    Opportunities in U.S. Equities

    img151953132_0.jpg

    GS Finance Corp.

     

    Contingent Income Callable Securities Based on the Value of the S&P 500® Index due October 12, 2035

     

    The Contingent Income Callable Securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.

     

    July 10, 2028

    July 13, 2028

    October 9, 2028

    October 12, 2028

    You should read the accompanying preliminary pricing supplement dated September 25, 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.

     

    January 9, 2029

    January 12, 2029

    April 9, 2029

    April 12, 2029

    July 9, 2029

    July 12, 2029

    October 9, 2029

    October 12, 2029

    KEY TERMS

     

    January 9, 2030

    January 14, 2030

    Company (Issuer) / Guarantor:

    GS Finance Corp. / The Goldman Sachs Group, Inc.

     

    April 9, 2030

    April 12, 2030

    Underlying index:

    the S&P 500® Index (current Bloomberg symbol: “SPX Index”)

     

    July 9, 2030

    July 12, 2030

    Pricing date:

    expected to price on or about October 9, 2025

     

    October 9, 2030

    October 15, 2030

    Original issue date:

    expected to be October 15, 2025

     

    January 9, 2031

    January 14, 2031

    Coupon observation dates:

    as set forth under “Coupon observation dates” below

     

    April 9, 2031

    April 15, 2031

    Coupon payment dates:

    as set forth under “Coupon payment dates” below

     

    July 9, 2031

    July 14, 2031

    Valuation date:

    the last coupon observation date, expected to be October 9, 2035

     

    October 9, 2031

    October 15, 2031

    Stated maturity date:

    expected to be October 12, 2035

     

    January 9, 2032

    January 14, 2032

    Early redemption right:

    we have the right to redeem your securities at our discretion, in whole but not in part, at a price equal to 100% of the principal amount plus any coupon then due, on each coupon payment date commencing with the coupon payment date expected to occur on April 14, 2026 and ending with the coupon payment date expected to occur on July 12, 2035. If we elect to exercise our redemption right, we will deliver a notice of redemption on or prior to the coupon observation date immediately preceding the applicable coupon payment date (as such coupon observation date may be postponed as provided herein). No payments will be made after the securities have been redeemed.

     

    April 9, 2032

    April 14, 2032

    July 9, 2032

    July 14, 2032

    October 11, 2032

    October 14, 2032

    January 10, 2033

    January 13, 2033

    April 11, 2033

    April 14, 2033

    July 11, 2033

    July 14, 2033

    October 10, 2033

    October 13, 2033

    January 9, 2034

    January 12, 2034

    April 10, 2034

    April 13, 2034

    Payment at maturity (for each $1,000 stated principal amount of your securities, in addition to the final coupon, if any):

    if the final index value is greater than or equal to the downside threshold level, $1,000 plus the final coupon; or

    if the final index value is less than the downside threshold level, $1,000 × the index performance factor

     

     

    July 10, 2034

    July 13, 2034

    October 9, 2034

    October 12, 2034

    January 9, 2035

    January 12, 2035

    April 9, 2035

    April 12, 2035

    July 9, 2035

    July 12, 2035

    October 9, 2035 (valuation date)

    October 12, 2035 (stated maturity date)

    Initial index value:

    the index closing value on the pricing date

     

    Hypothetical Payment Amount At Maturity

    Final index value:

    the index closing value on the valuation date

     

    The Securities Have Not Been Redeemed

    Downside threshold level:

    75.00% of the initial index value

     

    Hypothetical Final Index Value

    (as Percentage of Initial Index Value)

    Hypothetical Final Index Value

    (as Percentage of Initial Index Value)

    Contingent quarterly coupon (set on the pricing date):

    •
    if the index closing value on the applicable coupon observation date is greater than or equal to the downside threshold level, at least $16.875 per security; or
    •
    if the index closing value on the applicable coupon observation date is less than the downside threshold level, $0.00

     

    150.000%

    100.000%*

    125.000%

    100.000%*

    110.000%

    100.000%*

    105.000%

    100.000%*

    Index performance factor:

    the final index value / the initial index value

     

    100.000%

    100.000%*

    CUSIP / ISIN:

    40058QCQ0 / US40058QCQ01

     

    95.000%

    100.000%*

    Estimated value range:

    $905 to $965 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

     

    90.000%

    100.000%*

     

    85.000%

    100.000%*

     

     

     

     

    75.000%

    100.000%*

    Coupon observation dates

    Coupon payment dates

     

    74.999%

    74.999%

    January 9, 2026

    January 14, 2026

     

    30.000%

    30.000%

    April 9, 2026

    April 14, 2026

     

    25.000%

    25.000%

    July 9, 2026

    July 14, 2026

     

    0.000%

    0.000%

    October 9, 2026

    October 15, 2026

     

     

     

    January 11, 2027

    January 14, 2027

     

    *Does not include the final coupon

     

    April 9, 2027

    April 14, 2027

     

     

     

    July 9, 2027

    July 14, 2027

     

     

     

    October 11, 2027

    October 14, 2027

     

     

     

    January 10, 2028

    January 13, 2028

     

     

     

    April 10, 2028

    April 13, 2028

     

     

     

     


     

    About Your Securities

    The amount that you will be paid on your securities is based on the performance of the S&P 500® Index.

    We may redeem your securities at our discretion at 100% of their principal amount plus any coupon then due on any coupon payment date on or after April 14, 2026 up to the coupon payment date on July 12, 2035.

    Unless previously redeemed, on each coupon observation date (i) if the index closing value is less than the downside threshold level, you will not receive a payment on the applicable coupon payment date and (ii) if the index closing value is greater than or equal to the downside threshold level, you will receive on the applicable coupon payment date a contingent quarterly coupon.

    At maturity, if not previously redeemed, (i) if the final index value on the valuation date is greater than or equal to the 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 is less than the downside threshold level, you will not receive a contingent quarterly coupon payment and the payment at maturity will be based on the index performance factor. Investors will not participate in any appreciation of the 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.

    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. 46, 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. 46, 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. 46, 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:

    •
    Preliminary pricing supplement dated September 25, 2025
    •
    General terms supplement no. 17,741 dated February 14, 2025
    •
    Underlier supplement no. 46 dated September 22, 2025
    •
    Prospectus supplement dated February 14, 2025
    •
    Prospectus dated February 14, 2025

    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 index (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. 46, 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. 46, 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 index 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

    ▪
    You May Lose Your Entire Investment in the Securities
    ▪
    The Return on Your Securities May Change Significantly Despite Only a Small Incremental Change in the Value of the Underlying Index
    ▪
    The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
    ▪
    You May Not Receive a Coupon on Any Coupon Payment Date
    ▪
    We Are Able to Redeem Your Securities at Our Option
    ▪
    The Coupon Does Not Reflect the Actual Performance of the Underlying Index from the Pricing Date to Any Coupon Observation Date or from Coupon Observation Date to Coupon Observation Date and Investors Will Not Participate in Any Appreciation of the Underlying Index
    ▪
    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 Market Value of Your Securities May Be Influenced By Many Unpredictable Factors
    ▪
    Investing in the Securities Is Not Equivalent to Investing in the Underlying Index; You Have No Shareholder Rights or Rights to Receive Any Underlying Index Stock
    ▪
    We May Sell an Additional Aggregate Stated Principal Amount of the Securities at a Different Issue Price
    ▪
    If You Purchase Your Securities at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Securities Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the Securities Will be Negatively Affected

    Risks Related to the Conflicts of Interest

    ▪
    Other Investors May Not Have the Same Interests as You

    Risks Related to Tax

    ▪
    Your Securities May Be Subject to an Adverse Change in Tax Treatment in the Future
    ▪
    Non-United States Holders Should Consider the Withholding Tax Implications of Owning the Securities
    ▪
    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

    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

    ▪
    If the Value of an Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner
    ▪
    The Return on Your Notes Will Not Reflect Any Dividends Paid on Any Underlier, or Any Underlier Stock, as Applicable
    ▪
    Past Performance is No Guide to Future Performance

    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 index (including historical index closing values), the terms of the securities and certain risks.


     

    ▪
    Your Notes May Not Have an Active Trading Market
    ▪
    The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount, If Any, Payable on Your Notes
    ▪
    The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing

    Risks Related to Conflicts of Interest

    ▪
    Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes
    ▪
    Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes
    ▪
    Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes
    ▪
    You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes
    ▪
    Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Underlier or Underliers or Constituent Indices, As Applicable, the Investment Advisors of the Underlier or Underliers, As Applicable, or the Issuers of the Underlier or the Underlier Stocks or Other Entities That Are Involved in the Transaction
    ▪
    The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties

    Risks Related to Tax

    ▪
    Certain Considerations for Insurance Companies and Employee Benefit Plans

    The following risk factors are discussed in greater detail in the accompanying underlier supplement no. 46:

    Additional Risks Relating to Securities Linked to Underliers that are Equity Indices

    ▪
    If Your Securities Are Linked to an Equity Index, the Policies of the Applicable Underlier Sponsor and Changes that Affect Such Underlier, or the Constituent Indices or Underlier Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Securities and Their Market Value
    ▪
    If Your Securities Are Linked to an Equity Index, Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises the Applicable Underlier, and Except to the Extent That We or Our Affiliates May Currently or in the Future Own Securities of, or Engage in Business With, the Applicable Underlier Sponsor or the Issuers of the Underlier Stocks, There Is No Affiliation Between the Issuers of the Underlier Stocks or Such Underlier Sponsor and Us

    The following risk factors are discussed in greater detail in the accompanying prospectus supplement:

    ▪
    The Return on Indexed Notes May Be Below the Return on Similar Securities
    ▪
    The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note
    ▪
    An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment
    ▪
    An Index to Which a Note Is Linked Could Be Changed or Become Unavailable
    ▪
    We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note
    ▪
    Information About an Index or Indices May Not Be Indicative of Future Performance
    ▪
    We May Have Conflicts of Interest Regarding an Indexed Note

     

    The following risk factors are discussed in greater detail in the accompanying prospectus:

    ▪
    Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements

    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 index (including historical index closing values), the terms of the securities and certain risks.


     

    ▪
    The application of regulatory resolution strategies could increase the risk of loss for holders of our securities in the event of the resolution of Group Inc.
    ▪
    The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders

     

    For details about the license agreement between the underlying index sponsor and the issuer, see “The Underliers – S&P 500® Index” on page S-127 of the accompanying underlier supplement no. 46.

     

    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 index (including historical index closing values), the terms of the securities and certain risks.


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    GridStor Acquires Arizona Battery Energy Storage Project From Strata Clean Energy

    100 MW / 400 MWh White Tank project will help Arizona Public Service meet rising power demand and maintain grid reliability GridStor, a developer and operator of utility-scale battery energy storage systems, announced today that it has acquired the 100 MW / 400 MWh White Tank battery storage project in Arizona from Strata Clean Energy. The project will be operated via a 20-year tolling agreement with Arizona Public Service (APS), the state's largest electric utility serving approximately 1.4 million homes and businesses. The project is sited in Maricopa County and is expected to be placed in service in the first half of 2027. Strata will continue to serve in a consultative role for the

    9/18/25 9:00:00 AM ET
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    NORD/LB and GridStor Announce Completion of $50 Million Letter of Credit Facility

    Financing supports GridStor's nationwide development pipeline of battery energy storage facilities for utility and data center customers GridStor, a developer and operator of utility-scale battery energy storage systems, announced today that it has closed a $50 million letter of credit with NORD/LB in support of its development goals. GridStor's project pipeline includes over 3 GW of projects across the western and central U.S. in later-stage development or under construction. Backed by Goldman Sachs Asset Management, GridStor has also made 450 MW of late-stage project acquisitions year-to-date for facilities in Texas, Oklahoma, and Arizona. "We are proud to continue our partnership wit

    9/4/25 9:00:00 AM ET
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    Goldman Sachs Asset Management Announces Liquidation of Two Exchange-Traded Funds

    Goldman Sachs Asset Management ("GSAM"), the investment adviser for the Goldman Sachs Future Consumer Equity ETF and Goldman Sachs Future Planet Equity ETF (each, a "Fund" and collectively, the "Funds"), announced today that the Funds' Board of Trustees, at the recommendation of GSAM, has approved a plan of liquidation for each Fund (collectively, the "Plans"). Under the Plans, which are effective today, the Funds will begin the process of liquidating portfolio assets and unwinding their affairs in an orderly fashion over time. The Plans are not subject to shareholder approval. Shareholders of the Funds may sell their shares on the Funds' listing exchange, NYSE Arca, Inc. ("NYSE Arca"), u

    6/18/25 4:30:00 PM ET
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    Large Ownership Changes

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    Amendment: SEC Form SC 13G/A filed by Goldman Sachs Group Inc.

    SC 13G/A - GOLDMAN SACHS GROUP INC (0000886982) (Filed by)

    11/8/24 5:34:28 PM ET
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    Amendment: SEC Form SC 13G/A filed by Goldman Sachs Group Inc.

    SC 13G/A - GOLDMAN SACHS GROUP INC (0000886982) (Filed by)

    11/5/24 6:23:11 PM ET
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    Amendment: SEC Form SC 13G/A filed by Goldman Sachs Group Inc.

    SC 13G/A - GOLDMAN SACHS GROUP INC (0000886982) (Filed by)

    11/5/24 10:09:42 AM ET
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