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Free Writing Prospectus pursuant to Rule 433 dated November 3, 2025 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS – Opportunities in Commodities GS Finance Corp. |
Auto-Callable Dual Directional Trigger PLUS Based on the Price of the iShares® Bitcoin Trust ETF due December 3, 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 November 3, 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 |
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Payment on the Call Payment Date* |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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If your securities are automatically called on the call observation date (i.e., on the call observation date the closing price of the underlying ETF is equal to or greater than the initial ETF price), the cash payment that we would deliver for each $1,000 principal amount of your securities on the call payment date would be $1,291.50. If, for example, the closing price of the underlying ETF on the call observation date was determined to be 150.00% of the initial ETF price, your securities would be automatically called and the cash payment that we would deliver on your securities on the call payment date would be 129.15% of the principal amount of your securities or $1,291.50 for each $1,000 of securities. No further payments would be made on the securities following an automatic call. You will not participate in any appreciation of the underlying ETF. *assumes the amount payable on the call payment date if the securities are automatically called will be equal to $1,291.50. |
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Underlying ETF: |
iShares® Bitcoin Trust ETF (current Bloomberg symbol: “IBIT UQ Equity”) |
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Pricing date: |
expected to price on or about November 14, 2025 |
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Original issue date: |
expected to be November 19, 2025 |
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Call observation date: |
expected to be November 23, 2026 |
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Call payment date: |
expected to be November 27, 2026 |
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Valuation date: |
expected to be November 30, 2027 |
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Stated maturity date: |
expected to be December 3, 2027 |
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Automatic call feature: |
if, as measured on the call observation date, the closing price of the underlying ETF is greater than or equal to the initial ETF price, your securities will be automatically called and you will receive for each $1,000 principal amount an amount in cash equal to at least $1,291.50 (set on the pricing date). No payments will be made after the call payment date. |
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Hypothetical Payment Amount At Maturity |
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The Securities Have Not Been Automatically Called |
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Payment at maturity (for each $1,000 stated principal amount of your securities): |
• if the final ETF price is greater than the initial ETF price, the sum of (i) $1,000 plus (ii) the leveraged upside payment; • if the final ETF price is equal to or less than the initial ETF price but greater than or equal to the downside threshold price, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the absolute ETF return; or • if the final ETF price is less than the downside threshold price, the product of (i) $1,000 times (ii) the ETF performance factor |
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Hypothetical Final ETF Price (as Percentage of Initial ETF Price) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
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200.000% |
250.000% |
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150.000% |
175.000% |
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125.000% |
137.500% |
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110.000% |
115.000% |
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105.000% |
107.500% |
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100.000% |
100.000% |
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95.000% |
105.000% |
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85.000% |
115.000% |
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Leveraged upside payment: |
$1,000 × leverage factor × ETF percent change |
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75.000% |
125.000% |
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74.999% |
74.999% |
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Leverage factor: |
150.00% |
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60.000% |
60.000% |
ETF percent change: |
(final ETF price - initial ETF price) / initial ETF price |
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50.000% |
50.000% |
Absolute ETF return: |
the absolute value of the ETF percent change. For example, a -5% ETF percent change will result in a +5% absolute ETF return. |
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30.000% |
30.000% |
Initial ETF price: |
$ , which is the closing price of the underlying ETF on the pricing date |
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25.000% |
25.000% |
Final ETF price: |
the closing price of the underlying ETF on the valuation date |
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0.000% |
0.000% |
Downside threshold price: |
75.00% of the initial ETF price |
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ETF performance factor: |
final ETF price / initial ETF price |
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CUSIP / ISIN: |
40058QW39 / US40058QW398 |
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Estimated value range: |
$900 to $960 (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 ETF (including historical closing prices of the underlying ETF), 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 price of the iShares® Bitcoin Trust ETF. The securities may be automatically called on the call observation date.
Your securities will be automatically called if the closing price of the underlying ETF on the call observation date is greater than or equal to the initial ETF price, resulting in a payment on the call payment date equal to at least $1,291.50 (set on the pricing date). No payments will be made after the call payment date.
At maturity, if not previously called, (i) if the final ETF price is greater than the initial ETF price, the return on your securities will be positive and equal to the product of the leverage factor multiplied by the ETF percent change; (ii) if the final ETF price is equal to or less than the initial ETF price but greater than or equal to the downside threshold price, you will receive the principal amount of your securities plus a return reflecting the absolute value of the ETF percent change (e.g., if the ETF percent change is -5%, your return will be +5%); or (iii) if the final ETF price is less than the downside threshold price, you will receive a payment at maturity based on the ETF performance factor.
The securities are for investors who seek a return of at least 29.15% if their securities are automatically called or the potential to earn 150.00% of any positive return of the underlying ETF or seek a positive return for moderate decreases in the underlying ETF if their securities are not automatically called, in exchange for the risk of losing all or a significant portion of the principal amount of their securities if the securities remain outstanding to maturity.
Investors should be knowledgeable about the risks associated with cryptocurrencies and digital assets because the underlying ETF seeks to reflect generally the performance of the price of bitcoin and therefore the securities involve significant risks in investments tracking cryptocurrencies. Bitcoin has historically exhibited high price volatility relative to more traditional asset classes and has experienced extreme volatility in recent periods and may continue to do so.
By purchasing the securities, you are deemed to represent to Goldman Sachs that you are not subject to the laws of any non-U.S. jurisdiction prohibiting the purchase or ownership of securities of this type.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, general terms supplement no. 17,744 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, general terms supplement no. 17,744 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, general terms supplement no. 17,744 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 ETF (including historical closing prices of the underlying ETF), 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. 17,744, 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. 17,744, 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
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 ETF (including historical closing prices of the underlying ETF), the terms of the securities and certain risks.
Additional Risks Related to the Underlying ETF
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,744:
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 ETF (including historical closing prices of the underlying ETF), the terms of the securities and certain risks.
Risks Related to Conflicts of Interest
Risks Related to Tax
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 underlying ETF (including historical closing prices of the underlying ETF), the terms of the securities and certain risks.