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    SEC Form FWP filed by Goldman Sachs Group Inc.

    11/7/25 1:17:14 PM ET
    $GS
    Investment Bankers/Brokers/Service
    Finance
    Get the next $GS alert in real time by email
    FWP 1 wonss010_fwp_gsg.htm FWP FWP

     

    Free Writing Prospectus pursuant to Rule 433 dated November 7, 2025 / Registration Statement No. 333-284538

    STRUCTURED INVESTMENTS – Opportunities in U.S. and International Equities

    img56558933_0.jpg

    GS Finance Corp.

    Contingent Income Auto-Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index due November 16, 2028

     

    Principal at Risk Securities

    The Contingent Income Callable 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 7, 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.

     

    Quarterly coupon observation period:

    the period from but excluding each observation end date (or the pricing date, in the case of the first quarterly coupon observation period) to and including the next succeeding observation end date excluding any date or dates on which the calculation agent determines that a market disruption event with respect to any underlying index occurs or is continuing or that the calculation agent determines is not an index business day with respect to any underlying index

    KEY TERMS

     

    Index performance factor:

    with respect to each underlying index, the final index value / the initial index value

    Company (Issuer) / Guarantor:

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

     

     

    Worst performing underlying index:

    the underlying index with the lowest index performance factor

    Underlying indexes (each individually, an underlying index):

    the S&P 500® Index (current Bloomberg symbol: “SPX Index”), the Nasdaq-100 Index® (current Bloomberg symbol: “NDX Index”) and the EURO STOXX 50® Index (current Bloomberg symbol: “SX5E Index”)

     

     

    Worst performing index performance factor:

    the index performance factor of the worst performing underlying index

     

    Pricing date:

    expected to price on or about November 11, 2025

     

    Original issue date:

    expected to be November 14, 2025

     

    CUSIP / ISIN:

    40058QXS3 / US40058QXS38

    Observation end dates:

    as set forth under “Observation end dates”

     

    Estimated value range:

    $920 to $980 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

    Coupon payment dates:

    as set forth under “Coupon payment dates”

     

    Valuation date:

    the last observation end date, expected to be November 13, 2028

     

    Observation end dates

    Coupon payment dates

    Stated maturity date:

    expected to be November 16, 2028

     

    February 11, 2026

    February 17, 2026

    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 any 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.

     

    May 11, 2026

    May 14, 2026

     

    August 11, 2026

    August 14, 2026

     

    November 11, 2026

    November 16, 2026

     

    February 11, 2027

    February 17, 2027

     

    May 11, 2027

    May 14, 2027

     

    August 11, 2027

    August 16, 2027

     

    November 11, 2027

    November 16, 2027

     

    February 11, 2028

    February 16, 2028

    Call observation dates:

    each coupon observation date specified in the table below commencing on May 11, 2026 and ending on August 11, 2028

     

    May 11, 2028

    May 16, 2028

    Call payment dates:

    the coupon payment date immediately after the applicable call observation date

     

    August 11, 2028

    August 16, 2028

    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 of each underlying index is greater than or equal to its downside threshold level, $1,000; 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

     

    November 13, 2028 (valuation date)

    November 16, 2028 (stated maturity date)

     

    Hypothetical Payment Amount At Maturity

    The Securities Have Not Been Automatically Called

     

    Hypothetical Final Index Value of the Worst Performing Underlying Index (as Percentage of Initial Index Value)

    Hypothetical Payment at Maturity If the Securities Have Not Been Automatically Called on a Call Observation Date*

    (as Percentage of Stated Principal Amount)

    Initial index value:

    with respect to each underlying index, the index closing value of such underlying index on the pricing date

     

    150.000%

    100.000%

     

    125.000%

    100.000%

    Final index value:

    with respect to each underlying index, the index closing value of such underlying index on the valuation date

     

    110.000%

    100.000%

     

    100.000%

    100.000%

    Coupon threshold level:

    with respect to each underlying index, 75.00% of such underlying index’s initial index value

     

    85.000%

    100.000%

     

    75.000%

    100.000%

    Downside threshold level:

    with respect to each underlying index, 65.00% of such underlying index’s initial index value

     

    70.000%

    100.000%

    Contingent quarterly coupon:

    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 every index business day during the preceding quarterly coupon observation period is greater than or equal to its coupon threshold level, $25.00; or
    •
    if the index closing value of any underlying index on any index business day during the preceding quarterly coupon observation period is less than its coupon threshold level, $0.00

     

    65.000%

    100.000%

     

    64.999%

    64.999%

     

    50.000%

    50.000%

     

    25.000%

    25.000%

     

    0.000%

    0.000%

     

    * Does not include the final contingent quarterly coupon, if any

     

     

    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 Nasdaq-100 Index® and the EURO STOXX 50® Index. The securities may be automatically called on any call observation date.

    Unless previously automatically called, (i) if the index closing value of any underlying index is less than its coupon threshold level on any index business day during the preceding quarterly coupon observation period, 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 coupon threshold level on every index business day during the preceding quarterly coupon observation period, 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 any 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 coupon threshold level you will receive the principal amount of your securities plus any contingent quarterly coupon then due, (ii) if the final index value of any underlying index is less than its coupon threshold level but the final index value of each underlying index is greater than or equal to its downside threshold level, you will not receive a contingent quarterly coupon payment but you will receive the principal amount of your securities or (iii) 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, the payment at maturity will be based on the performance of the underlying index with the lowest index performance factor and you will receive significantly less than the principal amount of your securities. 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.

    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. 17,744 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, underlier supplement no. 46, 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, underlier supplement no. 46, 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:

    •
    Preliminary pricing supplement dated November 7, 2025
    •
    General terms supplement no. 17,744 dated October 20, 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 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. 17,744, 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. 17,744, “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., with respect to an underlying index to which your securities are linked, the stocks comprising such underlying index. 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

    ▪
    The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
    ▪
    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
    ▪
    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 Worst Performing Underlying Index
    ▪
    You May Not Receive a Contingent Quarterly Coupon on Any Coupon Payment Date, and the Potential to Receive a Contingent Quarterly Coupon on a Coupon Payment Date May Terminate at Any Time During the Applicable Quarterly Coupon Observation Period
    ▪
    Your Securities Are Subject to Automatic Redemption
    ▪
    The Contingent Quarterly Coupon Does Not Reflect the Actual Performances of the Underlying Indexes and Investors Will Not Participate in Any Appreciation of the Underlying Indexes
    ▪
    The Payment of the Contingent Quarterly Coupon, If Any, and the Payment at Maturity Will Be Based Solely on the Worst Performing Underlying Index
    ▪
    Because the Securities Are Linked to the Performance of the Worst Performing Underlying Index, You Have a Greater Risk of Receiving No Contingent Quarterly Coupons and Sustaining a Significant Loss on Your Investment Than If the Securities Were Linked to Just One Underlying Index
    ▪
    You are Exposed to the Market Risk of Each Underlying Index
    ▪
    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 Indexes; 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

    Additional Risks Related to the Nasdaq-100 Index® and the EURO STOXX 50® Index

    ▪
    An Investment in the Offered Securities Is Subject to Risks Associated with Foreign Securities
    ▪
    Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Result in Material Changes to the Composition of an Underlying Index with Underlying Index Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Securities

    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.

     


     

    Additional Risks Related to the Nasdaq-100 Index®

    ▪
    As Compared to Other Index Publishers, Nasdaq, Inc. Retains Significant Control and Discretionary Decision-Making Over the Nasdaq-100 Index®, Which May Have an Adverse Effect on the Level of the Nasdaq-100 Index® and on Your Securities

    Risks Related to Tax

    ▪
    The Tax Consequences of an Investment in Your Securities Are Uncertain
    ▪
    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. 17,744:

    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
    ▪
    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

    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.

     


     

    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

    Additional Risks Relating to Securities Linked to Underliers Denominated in Foreign Currencies or that Contain Foreign Stocks

    ▪
    If Your Securities Are Linked to Underliers That Are Comprised of Underlier Stocks Which Are Traded in Foreign Currencies But Are Not Adjusted to Reflect Their U.S. Dollar Value, the Return on Your Securities Will Not Be Adjusted for Changes in the Foreign Currency Exchange Rate

    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
    ▪
    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 each underlying index publisher and the issuer, see “The Underliers — S&P 500® Index”, “The Underliers — Nasdaq-100 Index®” and “The Underliers — EURO STOXX 50® Index” on pages S-127, S-65 and S-35 of the accompanying underlier supplement no. 46, respectively.

     

    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.

     


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    Lambda Appoints Stacey Finerman as VP, Investor Relations

    Seasoned IR Leader from Zayo Group, Marqeta, and Square Brings Deep Expertise Lambda, the Superintelligence Cloud, today announced the appointment of Stacey Finerman as VP, Investor Relations. Finerman brings over a decade of experience in financial communications and capital markets strategy to support Lambda's next stage of growth as a leader in AI infrastructure. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20251021703561/en/Stacey Finerman, VP, Investor Relations "We're delighted to have Stacey join our team. Stacey's significant experience strengthens our investor relations capabilities and adds a new set of relationships

    10/21/25 8:00:00 AM ET
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    Divcon Controls Names Marc Shiffman CEO

    With two decades of experience managing companies to exceptional results, Shiffman is well qualified to lead Divcon through a rapid phase of growth Divcon Controls ("Divcon"), a global systems integrator delivering facility management automation and monitoring solutions to the world's biggest mission-critical data center operators, announced today that Marc Shiffman has become its new Chief Executive Officer and has joined the company's Board of Directors. Mr. Shiffman joins Divcon with extensive experience in technology and services leadership, having successfully run multiple companies as an operationally adept executive in partnership with innovative founders. Most recently, Mr. Shif

    10/14/25 7:04:00 AM ET
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    GridStor Appoints Lance Titus as Chief Commercial Officer to Drive Portfolio-Wide Power Marketing and Trading Strategy

    New CCO to lead contracted offtake for 3+ GW of energy storage to supply utilities, data centers, and power retailers GridStor, a Goldman Sachs Asset Management-backed developer and operator of utility-scale battery energy storage systems, announced today that Lance Titus has been appointed as the company's chief commercial officer (CCO). Titus brings more than 30 years of experience in commodities trading, origination, structuring, and risk management to the GridStor executive team, with extensive knowledge of electricity and other commodities sectors. Prior to joining GridStor, Titus founded several energy trading platforms and concluded over $20 billion in transactions, including contr

    7/8/25 9:00:00 AM ET
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    GridStor Celebrates Completion of Texas' Newest Battery Storage Facility

    Hidden Lakes Reliability Project is GridStor's first completed project in Texas and among the state's largest GridStor, a developer and operator of utility-scale battery energy storage systems, dedicated its Hidden Lakes Reliability Project facility on November 4 with public officials and regional business leaders. Now in operation, the 220 MW / 440 MWh battery energy storage facility can provide power equivalent to serving 140,000 average Texas households during the hours of highest electric demand. "The Hidden Lakes Reliability Project is helping meet Texas' historic economic expansion and fast-growing demand for electricity from cities, data centers, and other large industrial customer

    11/4/25 12:33:00 PM ET
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    A Consortium Led by Goldman Sachs Alternatives, Including Blackstone, Completes Majority Stake Acquisition of NAVEX, a Leading Global Ethics, Risk and Compliance Management Software Provider

    Portland, United States, Oct. 14, 2025 (GLOBE NEWSWIRE) -- NAVEX (the "Company"), a leading global provider of ethics, risk and compliance management software, announced today that Goldman Sachs Alternatives has completed the acquisition of a majority stake in the Company. Blackstone's private equity strategy for individual investors ("Blackstone") has also become a significant minority investor in the Company. BC Partners, NAVEX's former majority shareholder, will retain a significant minority stake in the company. The new capitalization will fuel NAVEX's continued expansion into global markets and ongoing innovation of the NAVEX One integrated GRC platform. With the acquisition complete

    10/14/25 10:26:12 AM ET
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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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