FWP

FWP 1 ndxdu014_fwp_gsg.htm FWP FWP

     
     Free Writing Prospectus pursuant to Rule 433 dated April 24, 2026 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
                                                           Opportunities in U.S. and International Equities
 
GS Finance Corp.

Dual Directional Buffered Participation Securities Based on the Value of the Nasdaq-100 Index® due May 4, 2028

Principal at Risk Securities


The Dual Directional Buffered Participation Securities (the “securities”) do not bear interest and 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 April 24, 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.		Securities Payoff Diagram*

KEY TERMS
Company (Issuer) / Guarantor:	GS Finance Corp. / The Goldman Sachs Group, Inc.
Underlying index:	Nasdaq-100 Index® (current Bloomberg symbol: “NDX Index”)
Pricing date:	expected to price on or about April 30, 2026
Original issue date:	expected to be May 5, 2026
Valuation date:	expected to be May 1, 2028
Stated maturity date:	expected to be May 4, 2028
Payment at maturity (for each $1,000 stated principal amount of your securities):	• if the final index value is greater than the initial index value, $1,000 + the upside payment, subject to the maximum upside payment at maturity; • if the final index value is equal to or less than the initial index value, but has decreased from the initial index value by an amount less than or equal to the buffer amount, $1,000 + ($1,000 × the absolute index return); or • if the final index value is less than the initial index value and has decreased from the initial index value by an amount greater than the buffer amount, (i) $200 plus (ii) the product of $1,000 × the index performance factor
		Hypothetical Final Index Value (as Percentage of Initial Index Value)	Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount)
Upside payment:	$1,000 × index percent change	150.000%	117.400%
Maximum upside payment at maturity (set on the pricing date):	at least $1,174.00 per security (at least 117.40% of the stated principal amount)	125.000%	117.400%
Minimum payment at maturity:	$200 per security (20.00% of the stated principal amount)	120.000%	117.400%
		117.400%	117.400%
		108.000%	108.000%
Index percent change:	(final index value - initial index value) / initial index value	106.000%	106.000%
Absolute index return:	the absolute value of the index percent change. For example, a -5% index percent change will result in a +5% absolute index return.	100.000%	100.000%
Initial index value:	the index closing value on the pricing date	95.000%	105.000%
		90.000%	110.000%
		80.000%	120.000%
Final index value:	the index closing value on the valuation date	79.999%	99.999%
Buffer amount:	20.00%	70.000%	90.000%
Index performance factor:	final index value/ initial index value	50.000%	70.000%
CUSIP / ISIN:	40059DJ32 / US40059DJ326	30.000%	50.000%
Estimated value range:	$910 to $970 (which is less than the original issue price; see the accompanying preliminary pricing supplement)	25.000%	45.000%
		0.000%	20.000%
		*assumes a maximum payment at maturity of $1,174 per security

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.

     About Your Securities

    

The amount that you will be paid on your securities on the stated maturity date is based on the performance of the Nasdaq-100 Index® as measured from the pricing date to and including the valuation date.

If the final index value is greater than the initial index value, the return on your securities will be positive and equal to the index percent change, subject to the maximum upside payment at maturity.

If the final index value is equal to or less than the initial index value but has not decreased by more than the buffer amount, you will receive the principal amount of your securities plus a return reflecting the absolute value of the index percentage change (e.g., if the index percentage change is -5%, your return will be +5%). However, if the final index value has decreased from the initial index value by more than the buffer amount, you will lose 1% for every 1% decline beyond the buffer amount, subject to the minimum payment at maturity.

The securities are for investors who seek the potential to participate in any positive return of the index, subject to the maximum upside payment at maturity, seek a positive return for moderate decreases in the underlying index, are willing to forgo interest payments and are willing to risk losing up to 80.00% of their investment if the final index value has declined from the initial index value by more than the buffer amount.

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. 48, general terms supplement no. 17,745 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. 48, general terms supplement no. 17,745 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. 48, general terms supplement no. 17,745 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 April 24, 2026

●

General terms supplement no. 17,745 dated January 20, 2026

●

Underlier supplement no. 48 dated March 24, 2026

●

Prospectus supplement dated February 14, 2025

●

Prospectus dated February 14, 2025

     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. 17,745, accompanying underlier supplement no. 48, 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. 17,745, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 48, 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

▪

Your Securities Do Not Bear Interest

▪

You May Lose a Substantial Portion of Your Investment in the Securities

▪

The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor

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The Return on Your Securities Will Be Limited

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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 Amount Payable on Your Securities Is Not Linked to the Value of the Underlying Index at Any Time Other than the Valuation Date

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The Market Value of Your Securities May Be Influenced By Many Unpredictable Factors

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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 Conflicts of Interest

▪

Other Investors May Not Have the Same Interests as You

Risks Related to the Underlying Index

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

▪

An Investment in the Offered Securities Is Subject to Risks Associated with Foreign Securities Markets

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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

Risks Related to Tax

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Your Securities May Be Subject to an Adverse Change in Tax Treatment in the Future

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Non-United States Holders Should Consider the Withholding Tax Implications of Owning 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 Index (including historical index closing values), the terms of the securities and certain risks.

▪

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. 17,745:

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

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Past Performance is No Guide to Future Performance

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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

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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

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Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes

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Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes

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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. 48:

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

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 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

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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

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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 publisher and the issuer, see “The Underliers – Nasdaq-100 Index®” on page S-66 of the accompanying underlier supplement no. 48.

     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.

SEC Form FWP filed by Goldman Sachs Group Inc.