[FWP] Goldman Sachs Group Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Goldman Sachs (GS) is marketing an autocallable, contingent-coupon structured note linked to the worst-performing of Super Micro Computer (SMCI) and MicroStrategy (MSTR) common shares. The $1,000-denominated securities are expected to price on 18-Jul-2025, settle on 23-Jul-2025 and mature on 21-Jul-2028, unless automatically called earlier.

Income potential: Investors earn a quarterly contingent coupon of ≥ 8.9625% of face (35.85% p.a.) when the lowest underlying closes at or above 60 % of its starting price on the relevant calculation day. A “memory” feature pays any previously missed coupons once the trigger is satisfied.

Early redemption: Beginning January 2026, if the worst-performing share closes at or above its starting price on any quarterly calculation day, the notes are automatically called at par plus that quarter’s coupon (and any deferred coupons).

Principal risk: If the note is not called and, on the final calculation day, the worst-performing share is below 60 % of its starting price, investors receive $1,000 × performance factor, exposing them to full downside beyond the 40 % buffer. Investors therefore face a potential loss of more than 40 % and up to 100 % of principal.

Credit & valuation: The notes are senior unsecured obligations of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The preliminary estimated value is $925-$955 per $1,000, reflecting an initial value shortfall and embedded fees (underwriting discount up to 2.325 % plus additional selling concessions).

• Underlying selection: SMCI and MSTR are historically volatile equities, increasing the probability of coupon suspension and principal loss.
• Liquidity: No exchange listing is planned; secondary trading, if any, will be limited and may be at prices below the estimated value.

Investors seeking high income and willing to accept significant equity and credit risk may find the structure attractive; however, the combination of high volatility underlyings, sizeable fees, and downside exposure demands careful risk assessment.

Positive

• High contingent coupon of at least 35.85% per annum with quarterly memory feature offers substantial income potential.
• 40% downside buffer (threshold at 60% of start) provides conditional principal protection if breach is avoided.
• Automatic call mechanism can return capital early at par plus coupons, shortening duration if underlyings remain stable.
• Full guarantee by The Goldman Sachs Group, Inc. adds investment-grade credit support.

Negative

• Principal at risk: investors absorb full downside once the 40% buffer is breached at maturity.
• No upside participation in SMCI or MSTR appreciation beyond coupon payments.
• Estimated value discount of $925-$955 vs. $1,000 issue price highlights embedded fees and negative carry.
• Underlyings are highly volatile, increasing likelihood of coupon suspension, barrier breach and principal loss.
• Limited liquidity: no exchange listing and secondary prices may be well below intrinsic value.
• Credit exposure to Goldman Sachs as unsecured creditor.

Insights

Structured Products Analyst

TL;DR: High 35.85% coupon offsets 40% buffer risk; volatile SMCI/MSTR make principal loss probability meaningful.

The note’s appeal rests on an eye-catching coupon and memory feature, yet both equities exhibit beta >2 and heavy momentum-fuelled swings. That volatility erodes the likelihood of consistent trigger satisfaction and raises the chance the 60 % barrier is breached at maturity. The estimated value discount (4.5-7.5 %) plus 2.325 % underwriting cost reveals sizeable distribution economics. For income-seeking investors, the structure can perform if markets stay constructive, but risk-adjusted return pales against simpler high-yield alternatives. From Goldman’s perspective, issuance is routine and not material to earnings.

Equity Risk Analyst

TL;DR: Coupling SMCI with MSTR concentrates downside to two hyper-volatile tech names—buffer may prove insufficient.

Both underlyings have experienced >50 % drawdowns within 12-month windows. The worst-of methodology means even one sharp sell-off suspends coupons and drives losses. Investors receive no upside participation, so expected return skews negative under high-volatility Monte Carlo scenarios. Credit risk is minimal relative to equity risk, but illiquidity compounds mark-to-market volatility. Overall effect on GS equity is negligible; impact for note buyers is highly path-dependent and speculative.

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

Registration Statement No. 333-284538

Tes wil

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 Super Micro Computer, Inc. and the Class A Common Stock of MicroStrategy Incorporated due July 21, 2028

Summary of Terms
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 Super Micro Computer, Inc. (current Bloomberg ticker: “SMCI UW”) and the Class A common stock of MicroStrategy Incorporated (current Bloomberg ticker: “MSTR UW”)
Pricing date:	expected to be July 18, 2025
Issue date:	expected to be July 23, 2025
Final calculation day:	expected to be July 18, 2028
Stated maturity date:	expected to be July 21, 2028
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		* 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. Hypothetical Payout Profile (Maturity Payment Amount) 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 40%, 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 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.
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)
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 January 2026 calculation day.
Downside threshold price:	with respect to an underlying stock, 60% 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 $89.625 (equivalent to a contingent coupon rate of at least 35.85% 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, 60% of its starting price
Call settlement date:	the contingent coupon payment date immediately following the applicable call date
Calculation days:	quarterly, on the 18th day of January, April, July and October, commencing October 2025 and ending April 2028, and the final calculation day
Call dates:	each calculation day commencing in January 2026 and ending in April 2028
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):	•if the ending price of the lowest performing underlying stock on the final calculation day is greater than or equal to its downside threshold price: $1,000; or •if the ending price of the lowest performing underlying stock on the final calculation day is less than its downside threshold price: $1,000 × performance factor of the lowest performing underlying stock on the final calculation day
CUSIP:	40058JMK8
Tax consequences:	See “Supplemental Discussion of U.S. Federal Income Tax Considerations” in the accompanying preliminary pricing supplement

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 Offering Price Of Your Securities ▪The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor ▪You May Lose Your Entire Investment in the Securities ▪You May Not Receive a Contingent Coupon on Any Contingent Coupon Payment Date ▪Because the Securities Are Linked to the Performance of the Lowest Performing Underlying Stock, You Have a Greater Risk of Receiving No Contingent Coupons and Sustaining a Significant Loss on Your Investment Than If the Securities Were Linked to Just One Underlying Stock ▪A Higher Contingent Coupon, a Lower Coupon Threshold Price and/or a Lower Downside Threshold Price May Reflect Greater Expected Volatility of the Underlying Stocks, and Greater Expected Volatility Generally Indicates An Increased Risk of Declines in the Prices of the Underlying Stocks and, Potentially, a Significant Loss at Maturity ▪The Maturity Payment Amount Will Be Based Solely on the Lowest Performing Underlying Stock ▪Your Securities Are Subject to Automatic Redemption ▪The Return on Your Securities May Change Significantly Despite Only a Small Change in the Price of the Lowest Performing Underlying Stock ▪The Contingent Coupon Does Not Reflect the Actual Performance of the Underlying Stocks from the Pricing Date to Any Calculation Day or from Calculation Day to Calculation Day ▪The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors ▪We Will Not Hold Shares of the Underlying Stock for Your Benefit ▪You Have No Shareholder Rights or Rights to Receive Any Underlying Stock 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 stocks, the terms of the securities and certain risks.

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FAQ

What is the coupon rate on Goldman Sachs (GS) autocallable notes linked to SMCI and MSTR?

The contingent coupon is at least 8.9625% per quarter, or 35.85% per annum, paid only when the worst-performing stock is at or above 60 % of its starting price.

When can the notes be automatically called?

Starting with the January 2026 calculation day, the notes are called if the lowest underlying stock closes at or above its starting price on any quarterly observation date.

How much principal protection do investors have?

Investors are protected down to 60 % of the starting price of the worst-performing stock; below that, repayment equals face × performance factor, risking >40% loss.

What is the estimated initial value versus the $1,000 issue price?

Goldman Sachs estimates the value at $925–$955 per $1,000, reflecting structuring and distribution costs.

Which stocks underlie the GS Market Linked Securities?

The common stock of Super Micro Computer, Inc. (SMCI) and Class A common stock of MicroStrategy Incorporated (MSTR).

What fees are embedded in the offering?

An underwriting discount of up to 2.325% plus concessions (1.75% to WFA and 0.075% distribution fee) are included in the $1,000 issue price.