[FWP] Goldman Sachs Group Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Blaize Holdings, Inc. (Nasdaq: BZAI) filed Prospectus Supplement No. 4 and an accompanying Current Report that together disclose a three-year, non-exclusive Sales Partner Referral Agreement executed on 30 June 2025 between wholly-owned subsidiary Blaize, Inc. and Burkhan LLC, an affiliate of Burkhan Capital.

Key commercial terms:

• Initial approved customer: BurTech Systems Tech LLC (BST), also affiliated with Burkhan.
• Potential purchase volume: BST will buy up to $56.5 million of Blaize products & services (GSP hardware, SDK, AI Studio, professional services) for resale to an unaffiliated end-user during Q2 2025-2026.
• Financing structure: BST fronts the purchase price; the end-user reimburses BST plus a 2.5 % financing fee.
• Commissions: Burkhan LLC earns up to 10 % of gross revenue on each qualifying purchase, paid 50 % cash / 50 % cash or Blaize common stock (VWAP-based), contingent on Blaize achieving a specified gross-margin threshold. Payments occur as Blaize receives cash.
• Termination: Either party may terminate for convenience with 30 days’ notice or for breach with 5 days’ notice.
• Governance: The Audit Committee approved the related-party transaction; confidentiality, non-circumvention and FCPA compliance clauses included.

Capital markets details:

• Up to 29.7 million new shares may become issuable upon warrant exercise under the underlying S-1.
• The referral agreement permits unregistered issuance of common stock to Burkhan LLC, relying on Section 4(a)(2) exemption, potentially dilutive but capped by Nasdaq Rule 5635(d).
• Closing prices on 7 July 2025: $2.83 per common share and $0.3534 per warrant.

Investment takeaways: If fully executed, the BST order would be material relative to Blaize’s historical scale, providing multi-year revenue visibility. However, purchase volumes remain up to $56.5 million and are subject to customer acceptance, contract margins, and early termination rights. Additionally, commissions (cash plus potential equity) reduce net profitability and may create dilution. The related-party nature warrants ongoing governance scrutiny.

Positive

• Potential $56.5 million sales pipeline to BST could materially boost Blaize’s top-line through 2026.
• Cash-advance model shifts working-capital burden to BST, improving Blaize’s liquidity profile.
• Audit Committee approval adds governance legitimacy to a related-party transaction.

Negative

• Revenue not guaranteed; purchase amount is ‘up to’ and contract is terminable on 30 days’ notice.
• Up to 10 % commission plus possible stock issuance dilutes margins and shareholder value.
• Related-party nature (Burkhan affiliations) increases conflict-of-interest risk.
• Equity issuance exemption (Section 4(a)(2)) provides limited investor safeguards and may increase float.

Insights

Equity Research Analyst

TL;DR: Up to $56.5 m order could be transformative for BZAI, but execution, margin and dilution risks remain.

The referral agreement introduces a large, defined sales pipeline that, if realized, could surpass Blaize’s recent annual revenues (not disclosed here, but historically sub-$50 m). Cash advances from BST mitigate working-capital strain, while commission payouts align partner incentives. Nonetheless, revenue recognition hinges on end-user acceptance and shipment schedules; the agreement is terminable on 30 days’ notice, and only cash actually received triggers commissions.
Dilutive impact depends on share price and Nasdaq issuance cap; at $2.83, issuing 50 % of a 10 % commission equates to roughly 1 m shares per $10 m revenue, modest but notable for a micro-cap. Overall impact: positive but contingent.

Corporate Governance & Risk Specialist

TL;DR: Related-party deal approved by Audit Committee; termination flexibility and dilution warrant monitoring.

The counter-parties (Burkhan LLC and BST) are affiliated, raising inherent conflict-of-interest considerations. Management mitigated this via Audit Committee review, confidentiality, non-circumvention, and explicit FCPA language. However, the variable commission structure (cash/stock) could incentivize aggressive margin targets and share issuance. The agreement’s 30-day termination clause leaves revenue visibility uncertain, and equity issuance under Section 4(a)(2) offers limited investor protections. From a governance lens, the disclosure is adequate but oversight should persist as sales progress.

Free Writing Prospectus pursuant to Rule 433 dated July 8, 2025

Registration Statement No. 333-284538

Market Linked Securities — Contingent Fixed Return and Contingent Downside Principal at Risk Securities Linked to the Class A Common Stock of Reddit, Inc. due July 29, 2026

Summary of Terms
Company (Issuer) and Guarantor:	GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)
Market measure:	Class A common stock of Reddit, Inc. (current Bloomberg ticker: “RDDT UN”) (the “underlying stock”)
Pricing date:	expected to be July 10, 2025
Issue date:	expected to be July 15, 2025
Calculation day:	expected to be July 24, 2026
Stated maturity date:	expected to be July 29, 2026
Starting price:	the stock closing price of the underlying stock on the pricing date
Ending price:	the stock closing price of the underlying stock on the calculation day
Underlying stock return:	ending price – starting price                 starting price
Contingent fixed return:	at least 46.25% of the face amount per security
Threshold price:	80% of the starting price
Threshold amount:	20%
Payment amount at maturity (for each $1,000 face amount of your securities):	•if the ending price is greater than or equal to the threshold price: $1,000 plus the contingent fixed return; or •if the ending price is less than the threshold price: $1,000 + [$1,000 × underlying stock return]
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.
CUSIP:	40058JMJ1
Tax consequences:	See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.20% 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.

Hypothetical Payout Profile*

* assumes a contingent fixed return of 46.25% per security.

If the ending price is less than the threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the underlying stock and will lose more than 20%, and possibly all, of the face amount of your securities at maturity.

You should read the accompanying preliminary pricing supplement dated July 8, 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.

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:

●Preliminary pricing supplement dated July 8, 2025

●WFS product supplement no. 5 dated February 14, 2025

●Prospectus supplement dated February 14, 2025

●Prospectus dated February 14, 2025

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

The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in 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 stock, the terms of the securities and certain risks.

About Your Securities

GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, WFS product supplement no. 5 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, WFS product supplement no. 5 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, WFS product supplement no. 5 and preliminary pricing supplement if you so request by calling (212) 357-4612.

Risk Factors

An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 5, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 5, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Selected Risk Considerations” in the accompanying preliminary pricing supplement, “ Risk Factors” in the accompanying WFS product supplement no. 5, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.

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

▪The Amount Payable on Your Securities Is Not Linked to the Price of the Underlying Stock at Any Time Other Than the Determination Date

▪You May Lose Your Entire Investment in the Securities

▪The Return on Your Securities May Change Significantly Despite Only a Small Change in the Price of the Underlying Stock

▪Your Securities Do Not Bear Interest

▪The Potential for the Value of Your Securities to Increase Will Be Limited

▪We Will Not Hold Shares of the Underlying Stock for Your Benefit

▪You Have No Shareholder Rights or Rights to Receive the Underlying Stock

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

Additional Risks Related to the Underlying Stock

▪The Underlying Stock Has a Very Limited Trading History

Risks Related to Tax

▪Certain Considerations for Insurance Companies and Employee Benefit Plans

▪The Tax Consequences of an Investment in Your Securities Are Uncertain

▪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

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.

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 stock, the terms of the securities and certain risks.

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FAQ

How large is the potential order referenced in Blaize’s July 2025 filing (BZAI)?

The referral exhibit states BurTech Systems Tech LLC may purchase up to $56.5 million of Blaize products through 2026.

What commission will Burkhan LLC earn under the referral agreement with Blaize (BZAI)?

Burkhan LLC is eligible for up to a 10 % commission on gross revenue, paid 50 % cash and 50 % cash or Blaize common stock at Blaize’s discretion.

Can the Blaize–Burkhan referral agreement be terminated early?

Yes. Either party may terminate for convenience with 30 days’ notice, or for material breach with 5 days’ notice.

Will the commission payments create share dilution for Blaize investors?

Potentially. Blaize may satisfy up to half of the commission in unregistered common stock, subject to Nasdaq Rule 5635(d) issuance limits.

Which products are included in the Blaize referral program?

Eligible offerings include Blaize GSP hardware, SDK, AI Studio, and professional services.

When will Blaize recognize commission expenses?

Commissions become payable only after Blaize actually receives cash from the Approved Prospect via BST.