[FWP] Goldman Sachs Group Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Goldman Sachs has filed a Free Writing Prospectus for Market Linked Securities - Autocallable with Contingent Coupon, linked to the performance of Alphabet, Amazon, and Meta Platforms Class A common stocks, due July 21, 2028.

Key features include:

• Issuer: GS Finance Corp. with Goldman Sachs Group as guarantor
• Contingent coupon payment of at least 16.50% per annum ($41.25 per $1,000 face amount)
• Automatic call feature triggers if lowest performing stock exceeds starting price
• Downside threshold price set at 70% of starting price
• Estimated security value between $925-$955 per $1,000 face amount

Significant risks include potential loss of entire investment, credit risk of issuer/guarantor, and dependence on lowest-performing stock. Securities will be distributed through Wells Fargo Securities with 2.575% underwriting discount. Investment involves complex features beyond conventional debt securities.

Positive

• High potential yield with contingent coupon payments of at least 16.50% per annum if performance conditions are met
• Memory feature allows for recovery of previously missed coupon payments if conditions improve
• Automatic call feature provides early exit opportunity if the lowest performing stock reaches its starting price

Negative

• Significant downside risk with potential loss of over 30% of principal if any underlying stock falls below 70% threshold
• Estimated value of securities ($925-$955 per $1,000 face amount) is less than the offering price, indicating substantial embedded costs
• Complex structure ties performance to worst-performing stock among Alphabet, Amazon, and Meta, increasing risk compared to single-stock exposure
• No participation in any upside appreciation of the underlying stocks beyond fixed coupon payments

Free Writing Prospectus pursuant to Rule 433 dated June 27, 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 Class A Common Stock of Alphabet Inc., the Common Stock of Amazon.com, Inc. and the Class A Common Stock of Meta Platforms, Inc. (formerly Facebook, Inc.) 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 2.575% 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 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 Class A common stock of Alphabet Inc. (current Bloomberg ticker: “GOOGL UW”), the common stock of Amazon.com, Inc. (current Bloomberg ticker: “AMZN UW”) and the Class A common stock of Meta Platforms, Inc. (formerly Facebook, Inc.) (current Bloomberg ticker: “META 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		* 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 (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 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 June 26, 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 June 26, 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.
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
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, 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 $41.25 (equivalent to a contingent coupon rate of at least 16.50% 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 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:	40058JJL0
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 type of securities is GS offering in its June 2025 FWP filing?

GS is offering Market Linked Securities that are Autocallable with Contingent Coupon with Memory Feature and Contingent Downside Principal at Risk Securities. These are linked to the performance of Class A Common Stock of Alphabet Inc., Common Stock of Amazon.com, Inc., and Class A Common Stock of Meta Platforms, Inc., with maturity date of July 21, 2028.

What is the contingent coupon payment structure for GS's Market Linked Securities?

For each $1,000 face amount, investors will receive a contingent coupon payment of at least $41.25 (equivalent to at least 16.50% per annum) if the stock closing price of the lowest performing underlying stock on the calculation day is greater than or equal to its coupon threshold price (70% of starting price). The payment includes memory feature for previously unpaid coupons.

What is the estimated value of GS's Market Linked Securities at pricing?

The estimated value of the securities at the time terms are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount.

What are the automatic call conditions for GS's Market Linked Securities?

The securities will be automatically called if the stock closing price of the lowest performing underlying stock on any call date is greater than or equal to its starting price. Upon call, investors receive face amount plus final contingent coupon payment and any unpaid contingent coupon payments. Auto-call feature begins from January 2026 calculation day.

What is the maximum potential loss for investors in these GS Market Linked Securities?

Investors could lose more than 30%, and possibly all, of the face amount if the ending price of the lowest performing underlying stock on the final calculation day is less than its downside threshold price (70% of starting price). Returns are limited to contingent coupon payments with no participation in stock appreciation.