SEC Form FWP filed by Goldman Sachs Group Inc.

Market Linked Securities — Autocallable with Contingent Coupon with Memory Feature and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Elevance Health, Inc., the Common Stock of The Cigna Group and the Common Stock of UnitedHealth Group Incorporated due February 9, 2029

Company (Issuer) and Guarantor:

GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)

Underwriting discount:

up to 2.325% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.325% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 1.75% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells.

Market Measures (each referred to as an “underlying stock,” and collectively as the “underlying stocks”):

The common stock of Elevance Health, Inc. (current Bloomberg ticker: “ELV UN”), the common stock of The Cigna Group (current Bloomberg ticker “CI UN”) and the common stock of UnitedHealth Group Incorporated (current Bloomberg ticker: “UNH UN”)

Pricing date:

expected to be February 6, 2026

Issue date:

expected to be February 11, 2026

Final calculation day:

expected to be February 6, 2029

Stated maturity date:

expected to be February 9, 2029

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.30% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

Starting price:

with respect to an underlying stock, the stock closing price of such underlying stock on the pricing date

Ending price:

with respect to an underlying stock, the stock closing price of such underlying stock on the final calculation day

Hypothetical Payout Profile (Maturity Payment Amount)

Performance factor:

with respect to an underlying stock on any calculation day, the quotient of (i) its stock closing price on such calculation day divided by its starting price (expressed as a percentage)

If the securities are not automatically called prior to stated maturity and the ending price of the lowest performing underlying stock on the final calculation day is less than its downside threshold price, you will lose more than 30%, and possibly all, of the face amount of your securities at stated maturity.

Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any underlying stock, but you will have full downside exposure to the lowest performing underlying stock on the final calculation day if the ending price of that underlying stock is less than its downside threshold price.

You should read the accompanying preliminary pricing supplement dated January 30, 2026, 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.

The securities 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:

The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities

Lowest performing underlying stock:

for any calculation day, the underlying stock with the lowest performance factor on that calculation day

Automatic call:

If the stock closing price of the lowest performing underlying stock on any call date is greater than or equal to its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment and any previously unpaid contingent coupon payments. The securities will not be subject to automatic call until the August 2026 calculation day.

Downside threshold price:

with respect to an underlying stock, 70% of its starting price

Contingent coupon payment:

Subject to the automatic call, on each contingent coupon payment date, for each $1,000 of the outstanding face amount, you will receive a contingent coupon payment equal to at least $43.25 (equivalent to a contingent coupon rate of at least 17.30% per annum) (set on the pricing date) if, and only if, the stock closing price of the lowest performing underlying stock on the related calculation day is greater than or equal to its coupon threshold price. In addition, if the stock closing price of the lowest performing underlying stock on one or more calculation days is less than its coupon threshold price and, on a subsequent calculation day, the stock closing price of the lowest performing underlying stock is greater than or equal to its coupon threshold price, on the contingent coupon payment date related to such subsequent calculation day you will receive the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously unpaid).

Coupon threshold price:

with respect to an underlying stock, 70% of its starting price

Call settlement date:

the contingent coupon payment date immediately following the applicable call date

Calculation days:

quarterly, on the 6th of each February, May, August and November, commencing May 2026 and ending November 2028, and the final calculation day

Call dates:

quarterly; the calculation days commencing in August 2026 and ending in November 2028; inclusive

Contingent coupon payment dates:

quarterly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date

Maturity payment amount (for each $1,000 face amount of your securities):

CUSIP:

40058XCB8

Tax consequences:

See “Supplemental Discussion of U.S. Federal Income Tax Considerations” in the accompanying preliminary pricing supplement

About Your Securities

Risk Factors