[FWP] Goldman Sachs Group Inc. Free Writing Prospectus
Rhea-AI Filing Summary
Goldman Sachs (GS) is marketing Market-Linked, Auto-Callable Securities tied to the worst performer among Microsoft (MSFT), Meta Platforms (META) and lululemon athletica (LULU).
- Key dates: Pricing 25-Jul-2025; potential call 30-Jul-2026; maturity 28-Jul-2028.
- Upside: 200% participation in the worst-performing stock if the note is not called and that stock ends above its start level. If called, return is capped at a 27% premium.
- Contingent absolute return: If the worst performer finishes between 50% and 100% of its start price, investors receive a positive return equal to the absolute move.
- Principal risk: If the worst performer closes below 50% of its start price at final valuation, loss is 1-for-1 with the decline, exposing holders to losses >50% of principal.
- Estimated value: $925–$955 per $1,000 face amount, indicating an initial cost of 4.5%–7.5% above model value; underwriting discount up to 2.575%.
- Credit: Unsecured obligation of GS Finance Corp., fully guaranteed by The Goldman Sachs Group, Inc.
- Other features: No periodic coupons, secondary market liquidity uncertain, tax treatment uncertain.
The product suits investors seeking enhanced equity upside with conditional protection, and who are comfortable with issuer credit and market risks.
Positive
- 200% upside participation above initial price at maturity, enhancing equity returns.
- 27% fixed call premium achievable after one year if worst performer is flat or higher.
- Contingent absolute return provides positive payoff for declines up to 50%, offering partial downside mitigation.
- Guaranteed by The Goldman Sachs Group, Inc., a large investment-grade issuer, reducing credit-risk perception.
Negative
- Principal at risk below 50%; investors may lose more than half, up to all, of invested capital.
- 'Worst-of' methodology exposes note to the weakest single stock, increasing likelihood of loss or forfeited upside.
- No periodic coupon, resulting in opportunity cost if underlying stocks trade sideways for three years.
- Estimated fair value of $925–$955 indicates 4.5%–7.5% premium to model price at issuance.
- Limited liquidity; secondary market may be illiquid and at discounts prior to maturity.
Insights
TL;DR: 200% upside and 27% call premium attractive, but payoff relies on worst stock and principal is at risk below 50%.
The structure combines a one-year auto-call with a three-year maximum tenor. Investors can earn a fixed 27% return after one year if the basket’s worst stock is flat or higher. Failing that, holders obtain leveraged upside (200%) at maturity, contingent absolute return down to a 50% barrier, and full downside below it. The note’s design therefore monetises implied volatility in the three high-beta tech/consumer names. Relative value: the estimated value of $925–$955 suggests a 4.5%–7.5% placement fee and hedging cost, broadly in line with peers. For investors bullish to moderately bearish (<50% drop) on the constituents and comfortable with GS credit, the risk-reward is balanced.
TL;DR: High single-name concentration, 50% soft floor, no coupons and sub-par fair value make risk profile aggressive.
The ‘worst-of’ feature magnifies tail risk: a sharp sell-off in any one stock drags the entire note. Historical drawdowns for META and LULU exceeded 50% during market stress, highlighting potential principal loss. The absence of periodic coupons means negative carry versus holding equities directly. Estimated value discount implies immediate mark-to-market drag and limited secondary liquidity. Finally, investors shoulder Goldman Sachs senior unsecured credit exposure over three years. Overall impact is negative-to-neutral for conservative portfolios.
Free Writing Prospectus pursuant to Rule 433 dated July 10, 2025
Registration Statement No. 333-284538
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Market Linked Securities — Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Microsoft Corporation, the Class A Common Stock of Meta Platforms, Inc. (formerly Facebook, Inc.) and the Common Stock of lululemon athletica inc. due July 28, 2028 |
Summary of Terms |
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Company (Issuer) and Guarantor: |
GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
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CUSIP: |
40058JLX1 |
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Tax consequences: |
See “Supplemental Discussion of U.S. Federal Income Tax Considerations” in the accompanying preliminary pricing supplement |
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Market measures (each referred to as an “underlying stock,” and collectively as the “underlying stocks”): |
the common stock of Microsoft Corporation (current Bloomberg ticker: “MSFT UW”), the Class A common stock of Meta Platforms, Inc. (formerly Facebook, Inc.) (current Bloomberg ticker: “META UW”) and the common stock of lululemon athletica inc. (current Bloomberg ticker: “LULU UW”) |
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Hypothetical Payout Profile*
* assumes a call premium of 27.00% 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 stock closing price of the lowest performing underlying stock on the call date significantly exceeds its starting price. If the securities are automatically called, you will not have the opportunity to participate in any appreciation of any underlying stock at the upside participation rate. If the securities are not automatically called and the ending price of the lowest performing underlying stock on the calculation day is less than its threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the lowest performing underlying stock and will lose more than 50%, and possibly all, 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 ● 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.
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Pricing date: |
expected to be July 25, 2025 |
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Issue date: |
expected to be July 30, 2025 |
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Calculation day: |
expected to be July 25, 2028 |
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Stated maturity date: |
expected to be July 28, 2028 |
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Starting price: |
with respect to an underlying stock, the stock closing price of such underlying stock on the pricing date |
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Ending price: |
with respect to an underlying stock, the stock closing price of such underlying stock on the calculation day |
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Lowest performing underlying stock: |
For the call date or the calculation day, the underlying stock with the lowest underlying stock return on that day. |
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Underlying stock return: |
with respect to an underlying stock on the call date or the calculation day: stock closing price on such day – starting price starting price |
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Upside participation rate: |
200.00% |
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Threshold price: |
With respect to an underlying stock, 50% of its starting price |
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Threshold amount: |
50% |
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Call date: |
expected to be July 30, 2026 |
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Call premium: |
at least 27.00% of the face amount (at least $270.00 per security) |
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Call settlement date: |
three business days after the call date |
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Automatic call: |
if the stock closing price of the lowest performing underlying stock on the call date is greater than or equal to its starting price, 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 |
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Payment amount at maturity (for each $1,000 face amount of your securities): |
• if the ending price of the lowest performing underlying stock on the calculation day is greater than its starting price: $1,000 plus: $1,000 × underlying stock return of the lowest performing underlying stock on the calculation day × upside participation rate; • if the ending price of the lowest performing underlying stock on the calculation day is less than or equal to its starting price but greater than or equal to its threshold price: $1,000 + ($1,000 × absolute value of the underlying stock return of the lowest performing underlying stock on the calculation day); or • if the ending price of the lowest performing underlying stock on the calculation day is less than its threshold price: $1,000 + ($1,000 × underlying stock return of the lowest performing underlying stock on the calculation day) |
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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. |
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* 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. |
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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 stocks, 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 ▪ 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 Stock Closing Price of the Underlying Stocks at Any Time Other Than on the Call Date or the Calculation Day, as the Case May Be ▪ 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 Lowest Performing Underlying Stock ▪ Because the Securities Are Linked to the Performance of the Lowest Performing Underlying Stock, You Have a Greater Risk of Sustaining a Significant Loss on Your Investment Than If the Securities Were Linked to Just One Underlying Stock ▪ A Higher Call Premium, a Lower Stock Closing Price at or Above Which the Securities Will Be Automatically Called and/or a Lower 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 |
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▪ The Amount You Will Receive on the Call Settlement Date Will Be Capped Due to the Call Premium ▪ The Maturity Payment Amount Will Be Based Solely on the Lowest Performing Underlying Stock. ▪ Your Securities Are Subject to Automatic Redemption ▪ Your Securities Do Not Bear Interest ▪ The Market Value of Your Securities May Be Influenced By Many Unpredictable Factors ▪ We Will Not Hold Shares of the Underlying Stocks 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 ticker and guarantee for the Goldman Sachs (GS) structured note?
How much upside can investors earn if the note is auto-called?
What happens if the worst-performing stock falls below 50% of its start price?
Does the security pay periodic interest or coupons?
What is the estimated initial value compared with the $1,000 face amount?
