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    SEC Form FWP filed by Goldman Sachs Group Inc.

    12/19/25 1:44:30 PM ET
    $GS
    Investment Bankers/Brokers/Service
    Finance
    Get the next $GS alert in real time by email
    FWP 1 woetf005_fwp_gsg.htm FWP FWP

     

    Free Writing Prospectus pursuant to Rule 433 dated December 19, 2025 / Registration Statement No. 333-284538

    STRUCTURED INVESTMENTS

    Opportunities in U.S. Equities

    img236800338_0.jpg

    GS Finance Corp.

     

    Jump Securities with Auto-Callable Feature Based on the Performance of the Worst-Performing of the State Street® Energy Select Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State Street® Technology Select Sector SPDR® ETF due January 5, 2032

    Principal At Risk Securities

     

     

     

     

     

     

    The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.

     

    Call observation dates

    Call payment dates

    Call premium amount

     

    January 6, 2027

    January 11, 2027

    at least 15.75%

    You should read the accompanying preliminary pricing supplement dated December 19, 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.

     

    March 30, 2027

    April 2, 2027

    at least 19.6875%

     

    June 30, 2027

    July 6, 2027

    at least 23.625%

     

    September 30, 2027

    October 5, 2027

    at least 27.5625%

     

    December 30, 2027

    January 4, 2028

    at least 31.5%

    KEY TERMS

     

    March 30, 2028

    April 4, 2028

    at least 35.4375%

    Company (Issuer) / Guarantor:

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

     

    June 30, 2028

    July 6, 2028

    at least 39.375%

     

    October 2, 2028

    October 5, 2028

    at least 43.3125%

    Underlying ETFs (each individually, an underlying ETF):

    the State Street® Energy Select Sector SPDR® ETF (current Bloomberg symbol: “XLE UP Equity”), the State Street® Health Care Select Sector SPDR® ETF (current Bloomberg symbol: “XLV UP Equity”) and the State Street® Technology Select Sector SPDR® ETF (current Bloomberg symbol: “XLK UP Equity”)

     

    January 2, 2029

    January 5, 2029

    at least 47.25%

    April 2, 2029

    April 5, 2029

    at least 51.1875%

     

    July 2, 2029

    July 6, 2029

    at least 55.125%

    Indices (each individually, an index)

    with respect to an underlying ETF, the index tracked by such underlying ETF

     

    October 1, 2029

    October 4, 2029

    at least 59.0625%

    December 28, 2029

    January 3, 2030

    at least 63%

    Pricing date:

    expected to price on or about December 30, 2025

     

    April 1, 2030

    April 4, 2030

    at least 66.9375%

    Original issue date:

    expected to be January 5, 2026

     

    July 1, 2030

    July 5, 2030

    at least 70.875%

    Call observation dates:

    as set forth under “Call observation dates” below

     

    September 30, 2030

    October 3, 2030

    at least 74.8125%

    Call payment dates:

    as set forth under “Call payment dates” below

     

    December 30, 2030

    January 3, 2031

    at least 78.75%

    Valuation date:

    expected to be December 30, 2031

     

    March 31, 2031

    April 3, 2031

    at least 82.6875%

    Stated maturity date:

    expected to be January 5, 2032

     

    June 30, 2031

    July 3, 2031

    at least 86.625%

    Automatic call feature:

    if, as measured on any call observation date, the closing price of each underlying ETF is greater than or equal to its call threshold price, your securities will be automatically called and you will receive for each $1,000 principal amount an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of $1,000 times the call premium amount applicable to the corresponding call observation date. No payments will be made after the call payment date.

     

    September 30, 2031

    October 3, 2031

    at least 90.5625%

     

     

     

    Hypothetical Payment Amount At Maturity*

    Payment at maturity (for each $1,000 stated principal amount of your securities):

    •
    if the final ETF price of each underlying ETF is greater than or equal to its initial ETF price, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the maturity date premium amount; or
    •
    if the final ETF price of any underlying ETF is less than its initial ETF price, $1,000 × the worst performing ETF performance factor

     

    The Securities Have Not Been Automatically Called

     

    Hypothetical Final Share Price of the Worst Performing Underlying Stock

    (as Percentage of Initial Share Price)

    Hypothetical Payment at Maturity

    (as Percentage of Stated Principal Amount)

     

    200.000%

    194.500%

    Initial ETF price:

    with respect to each underlying ETF, the closing price of such underlying ETF on the pricing date

     

    175.000%

    194.500%

     

    150.000%

    194.500%

     

    125.000%

    194.500%

    Final ETF price:

    with respect to each underlying ETF, the closing price of such underlying ETF on the valuation date

     

    100.000%

    194.500%

     

    75.000%

    75.000%

    Call threshold price:

    with respect to each underlying ETF, 100.00% of such underlying ETF’s initial ETF price

     

    50.000%

    50.000%

     

    30.000%

    30.000%

    Call premium amount (set on the pricing date):

    with respect to any call observation date, the applicable call premium amount set forth under “Call premium amount” below

     

    25.000%

    25.000%

    0.000%

    0.000%

    Maturity date premium amount (set on the pricing date):

    at least 94.50%

     

     

     

     

    *assumes a maturity date premium amount of 94.50%

    ETF performance factor:

    with respect to each underlying ETF, the final ETF price / the initial ETF price

     

     

     

    Worst performing underlying ETF:

    the underlying ETF with the lowest ETF performance factor

     

     

    Worst performing ETF performance factor:

    the ETF performance factor of the worst performing underlying ETF

     

     

    CUSIP / ISIN:

    40058WL38 / US40058WL381

     

     

    Estimated value range:

    $860 to $920 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

     

     

     

    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 ETFs (including historical closing prices of the underlying ETFs), 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 State Street® Energy Select Sector SPDR® ETF, the State Street® Health Care Select Sector SPDR® ETF and the State Street® Technology Select Sector SPDR® ETF. The securities may be automatically called on any call observation date.

    The return on your securities is linked to the performance of each underlying ETF, and in each case not to that of the index on which such underlying ETF is based.

    Your securities will be automatically called if the closing price of each underlying ETF on any call observation date is greater than or equal to its call threshold price, resulting in a payment on the applicable call payment date equal to (i) the principal amount of your securities plus (ii) such principal amount times the call premium amount applicable to such call observation date. No payments will be made after the call payment date.

    At maturity, if not previously called, you may lose a significant portion or all of your investment in the securities. You will not participate in any appreciation of the underlying ETFs.

    The securities are for investors who seek a return of between at least 15.75% and at least 94.50%, depending on if and when the securities are 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.

    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:

    •
    Preliminary pricing supplement dated December 19, 2025
    •
    General terms supplement no. 17,744 dated October 20, 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 ETFs (including historical closing prices of the underlying ETFs), 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. Also, your securities are not equivalent to investing directly in the underlying ETF stocks, i.e., with respect to an underlying ETF to which your securities are linked, the stocks comprising such underlying ETF. 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 Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
    ▪
    The Amount You Will Receive on a Call Payment Date or on the Stated Maturity Date, as the Case May Be, Will Be Capped
    ▪
    Your Securities Are Subject to Automatic Redemption
    ▪
    The Amount You Will Receive on a Call Payment Date or on the Stated Maturity Date Is Not Linked to the Closing Prices of the Underlying ETFs at Any Time Other Than on the Applicable Call Observation Date or the Valuation Date, as the Case May Be
    ▪
    The Payment at Maturity Will Be Based Solely on the Worst Performing Underlying ETF
    ▪
    Because the Securities Are Linked to the Performance of the Worst Performing Underlying ETF, You Have a Greater Risk of Sustaining a Significant Loss on Your Investment Than If the Securities Were Linked to Just One Underlying ETF
    ▪
    You are Exposed to the Market Risk of Each Underlying ETF
    ▪
    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
    ▪
    The Return on Your Securities Will Not Reflect Any Dividends Paid on the Underlying ETFs or the Underlying ETF Stocks
    ▪
    Investing in the Securities is Not Equivalent to Investing in the Underlying ETF; You Have No Shareholder Rights or Rights to Receive Any Shares of the Underlying ETFs or Any Underlying ETF Stocks
    ▪
    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 Conflicts of Interest

    ▪
    Other Investors May Not Have the Same Interests as You

    Additional Risks Related to the Underlying ETFs

    ▪
    The Policies of the Underlying ETF’s Investment Advisor For Any Underlying ETF and of the Index Publisher of the Index Tracked By Any Underlying ETF Could Affect the Amount Payable on Your Securities and Their Market Value
    ▪
    There Is No Assurance That an Active Trading Market Will Continue For the Underlying ETFs or That There Will Be Liquidity in Any Such Trading Market; Further, the Underlying ETFs Are Subject to Management Risks, Securities Lending Risks and Custody Risks
    ▪
    Each Underlying ETF and Its Index Are Different and the Performance of Each Underlying ETF May Not Correlate With the Performance of Its Index

    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 ETFs (including historical closing prices of the underlying ETFs), the terms of the securities and certain risks.

     


     

    Additional Risks Related to the State Street® Energy Select Sector SPDR® ETF

    ▪
    The State Street® Energy Select Sector SPDR® ETF Is Concentrated in the Energy Sector and Does Not Provide Diversified Exposure
    ▪
    The State Street® Energy Select Sector SPDR® ETF May Be Disproportionately Affected By the Performance of a Small Number of Stocks

    Additional Risks Related to the State Street® Health Care Select Sector SPDR® ETF

    ▪
    The State Street® Health Care Select Sector SPDR® ETF Is Concentrated in the Health Care Sector and Does Not Provide Diversified Exposure

    Additional Risks Related to the State Street® Technology Select Sector SPDR® ETF

    ▪
    The State Street® Technology Select Sector SPDR® ETF Is Concentrated in the Information Technology Sector and Does Not Provide Diversified Exposure
    ▪
    The State Street® Technology Select Sector SPDR® ETF May Be Disproportionately Affected By the Performance of a Small Number of Stocks

    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. 17,744:

    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
    ▪
    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
    ▪
    With Respect to Notes Linked to Index Stocks or Exchange-Traded Funds, You Have Limited Anti-Dilution Protection
    ▪
    With Respect to Notes Linked to Exchange-Traded Funds, Except to the Extent GS&Co. and One or More of Our Other Affiliates Act as Authorized Participants in the Distribution of, and, at Any Time, May Hold, Shares of, the Applicable Exchange-Traded Fund to Which Your Notes Are Linked, There Is No Affiliation Between the Investment Advisor of such Exchange-Traded Fund and Us

    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

    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 ETFs (including historical closing prices of the underlying ETFs), the terms of the securities and certain risks.

     


     

    ▪
    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 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

     

    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 ETFs (including historical closing prices of the underlying ETFs), the terms of the securities and certain risks.

     


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    Hut 8 Signs 15-Year, 245 MW AI Data Center Lease at River Bend Campus with Total Contract Value of $7.0 Billion

    15-year 245 MW IT lease valued at $7.0 billion over the base term and up to $17.7 billion if all renewal options are exercised Google providing a financial backstop covering obligations for the 15-year base lease term Hut 8 to implement an institutional-grade execution model designed to de-risk project delivery with blue-chip counterparties—Entergy (NYSE:ETR), J.P. Morgan (NYSE:JPM), Goldman Sachs (NYSE:GS), Vertiv (NYSE:VRT), and Jacobs (NYSE:J) MIAMI, Dec. 17, 2025 /PRNewswire/ -- Hut 8 Corp. (NASDAQ:HUT) (TSX:HUT) ("Hut 8" or the "Company"), an energy infrastructure platform integrating power, digital infrastructure, and compute at scale to fuel next-generation, energy-intensive use cases

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    GridStor Announces Tolling Agreement and Start of Construction for Texas Battery Energy Storage Project

    150 MW Hidalgo County facility expected to begin operations by end of 2026 GridStor, a developer and operator of utility-scale battery energy storage systems, announced today execution of a tolling agreement with a Fortune 500 company for the Gunnar Reliability Project, a 150 MW, 300 MWh battery facility in Hidalgo County, Texas. The project has commenced construction and is expected to begin operations by the end of 2026. "At a time of rapidly increasing power demand, battery energy storage helps ensure affordable, reliable power to households and Lower Rio Grande Valley businesses," said Chris Taylor, CEO of GridStor. "We are proud to increase our commitment to building battery storage

    12/16/25 9:00:00 AM ET
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    GridStor Names Spencer Mash as Senior Vice President to Advance Financing of Battery Storage Projects

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    11/12/25 10:51:00 AM ET
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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

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    Divcon Controls Names Marc Shiffman CEO

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    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

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