[FWP] Goldman Sachs Group Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Goldman Sachs (GS) has filed an FWP for a new structured note—Market Linked Securities, Series F—tied to the EURO STOXX 50® Index and due July 27, 2028. The $1,000-denominated notes combine three key features: (1) 150% leveraged upside on index appreciation if the securities are not called, (2) a one-time automatic call on July 27, 2026 that provides a minimum 10.40% call premium if the index closes at or above its initial level, and (3) a 15% downside buffer that absorbs index losses down to 85% of the starting level. Below that threshold, investors are exposed to 1-for-1 downside participation up to an 85% maximum loss of principal at maturity.

Key economic terms:

• Pricing date: expected July 22, 2025; Issue date: July 25, 2025; Maturity: July 27, 2028
• Starting level: closing level on pricing date; Threshold: 85% of starting level
• Estimated value: $925 – $955 per $1,000 face amount (4.5-7.5% discount to issue price)
• Underwriting discount: up to 2.575%; additional dealer fees up to 0.3%

Payoff structure: If automatically called, payment equals $1,000 + call premium (≥$104). If not called and the index rises, maturity payment equals $1,000 + (150% × index return). If the index ends 0-15% lower, principal is returned; below the 85% threshold, repayment is reduced dollar-for-dollar beyond the 15% buffer.

Risk highlights: Investors face full issuer and guarantor credit risk, no periodic interest, a capped return if called, and potential loss of up to 85% of principal. The secondary market value may be volatile and is expected to start below par, as the bank’s model-based estimated value is $925–$955. Tax treatment is uncertain; FATCA withholding could apply.

The securities are offered under the GS Finance Corp. medium-term note program and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. Prospective investors should review the preliminary pricing supplement dated July 10, 2025, WFS product supplement no. 5, underlier supplement no. 45, prospectus supplement, and base prospectus for complete terms and risk factors.

Positive

• 150% upside participation allows enhanced exposure to EURO STOXX 50 gains if not called.
• 15% downside buffer protects principal against moderate index declines.
• Automatic call premium of at least 10.40% offers a fixed positive return after one year if market conditions trigger a call.

Negative

• Principal at risk: investors may lose up to 85% of their investment if the index falls more than 15%.
• Return cap applies if the note is called, limiting upside to the call premium despite market rally.
• Estimated fair value ($925–$955) is significantly below the $1,000 issue price, implying an immediate economic cost.
• No periodic interest and illiquid secondary market could disadvantage investors.
• Credit exposure to GS Finance Corp. and The Goldman Sachs Group, Inc.

Insights

Structured Products Analyst

TL;DR: Routine GS structured note offers 150% upside, 15% buffer, but return cap on call and estimated value below par—overall neutral impact.

The note’s economics are standard for auto-callable equity-linked products. A 150% participation rate and 10.4% call premium align with comparable deals, while the 15% buffer provides modest downside protection. However, investors should note the 4.5-7.5% issuance discount versus fair value, embedded dealer fees up to 2.575%, and credit exposure to GS. Because this is a primary offering, not an earnings update, it has limited valuation impact on GS shares; proceeds likely support normal funding activities. Impact: neutral.

Credit Risk Analyst

TL;DR: Product does not alter GS credit profile; risks are transferred to noteholders—issuer impact immaterial.

From a credit standpoint, the issuance is a small addition to GS’s large MTN program and carries an unconditional guarantee from the parent. The structure shifts market risk to investors, leaving GS with standard hedge execution. There is no material change to leverage or liquidity metrics, so the transaction is non-impactful for existing GS debt or equity holders. Rating: neutral.

Free Writing Prospectus pursuant to Rule 433 dated July 10, 2025

Registration Statement No. 333-284538

F

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Fixed Percentage Buffered Downside Principal at Risk Securities Linked to the EURO STOXX 50® Index due July 27, 2028

Summary of Terms
Company (Issuer) and Guarantor:	GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)		CUSIP:	40058JN84
Market measure:	the EURO STOXX 50® Index (the “underlier”)		Tax	See “Supplemental Discussion of U.S.
Pricing date:	expected to be July 22, 2025		consequences:	Federal Income Tax Considerations” in
Issue date:	expected to be July 25, 2025			the accompanying preliminary pricing supplement
Calculation day:	expected to be July 24, 2028
Stated maturity date:	expected to be July 27, 2028		Hypothetical Payout Profile*
Starting level:	the closing level of the underlier on the pricing date
Ending level:	the closing level of the underlier on the calculation day
Underlier return:	ending level – starting level                 starting level
Upside participation rate:	150.00%
Threshold level:	85% of the starting level
Buffer amount:	15%
Call date:	expected to be July 27, 2026
Call premium:	at least 10.40% of the face amount (at least $104.00 per security)
Call settlement date:	three business days after the call date
Automatic call:	if the closing level of the underlier on the call date is greater than or equal to the starting level, the securities will be automatically called, and on the call settlement date the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to $1,000 plus the call premium		* assumes a call premium of 10.40% of the face amount. If the securities are automatically called, the positive return on the securities will be limited to the call premium, even if the closing level of the underlier on the call date significantly exceeds the starting level. If the securities are automatically called, you will not have the opportunity to participate in any appreciation of the underlier at the upside participation rate. If the securities are not automatically called and the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the underlier in excess of the buffer amount and will lose some, and possibly up to 85%, of the face amount of your securities at maturity. You should read the accompanying preliminary pricing supplement dated July 10, 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 10, 2025 ●WFS product supplement no. 5 dated February 14, 2025 ●Underlier Supplement No. 45 dated June 23, 2025 ●Prospectus supplement dated February 14, 2025 ●Prospectus dated February 14, 2025
Payment amount at maturity (for each $1,000 face amount of your securities):	•if the ending level is greater than the starting level: $1,000 plus: $1,000 × underlier return × upside participation rate; •if the ending level is less than or equal to the starting level but greater than or equal to the threshold level: $1,000; or •if the ending level is less than the threshold level: $1,000 + [$1,000 × (underlier return + buffer amount)]
Underwriting discount:	up to 2.575% 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 2.575% 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 2.00% 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.

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.3% 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. 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 underlier, 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, underlier supplement no. 45, 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, underlier supplement no. 45, 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, underlier supplement no. 45, 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 underlier supplement no. 45, 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 underlier supplement no. 45, 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, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 45, 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 Offering Price Of Your Securities ▪The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor ▪The Call Premium You Will Receive on the Call Settlement Date If Your Securities Are Automatically Called and the Amount You Will Receive on the Stated Maturity Date If Your Securities Are Not Automatically Called is Not Linked to the Closing Level of the Underlier at Any Time Other Than on the Call Date or the Calculation Day, as the Case May Be ▪You May Lose a Substantial Portion of Your Investment in the Securities ▪The Amount You Will Receive on the Call Settlement Date Will Be Capped Due to the Call Premium ▪Your Securities Are Subject to Automatic Redemption ▪Your Securities Do Not Bear Interest ▪You Have No Shareholder Rights or Rights to Receive Any Underlier Stock ▪The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors Additional Risks Related to the Underlier ▪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 Underlier with Underlier Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Securities. 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

For details about the license agreement between the underlier sponsor and the issuer, see “The Underliers - EURO STOXX 50® Index” on page S-36 of the accompanying underlier supplement no. 45.

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 underlier, the terms of the securities and certain risks.

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FAQ

What is the CUSIP for Goldman Sachs' new structured note?

The CUSIP is 40058JN84.

How much upside participation do GS market-linked securities provide?

Investors receive 150% of any positive EURO STOXX 50® return if the notes are not called before maturity.

What downside protection is offered by the GS Auto-Callable notes?

There is a 15% buffer; losses begin only if the index ends below 85% of its starting level.

When can the notes be automatically called by Goldman Sachs?

On July 27, 2026, if the index closes at or above its starting level.

What is the estimated value of the securities at pricing?

Goldman Sachs estimates the value at $925–$955 per $1,000 face amount.

Do the GS structured notes pay periodic interest?

No. The securities do not bear interest; returns come only from the call premium or leveraged upside at maturity.