[FWP] Goldman Sachs Group Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Goldman Sachs (GS) has filed a Free Writing Prospectus (FWP) for Contingent Income Auto-Callable Securities linked to NVIDIA Corporation (NVDA) common stock, due July 7, 2028. The unsecured notes will be issued by GS Finance Corp. and fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.

Key structural terms include: (1) Pricing date expected July 3 2025 with an original issue date of July 9 2025; (2) Maturity on July 7 2028 unless called earlier; (3) Underlying: NVDA stock; (4) Downside threshold: 50 % of the initial share price; (5) Automatic call: if NVDA closes ≥ initial price on any quarterly call observation date between Oct 3 2025 and Apr 3 2028, investors receive $1,000 principal plus the contingent coupon and no further payments; (6) Contingent quarterly coupon: at least $25.75 per $1,000, payable only if NVDA ≥ downside threshold on the relevant observation date; coupons may be skipped entirely; (7) Estimated value: $910-$970, below the $1,000 issue price, reflecting selling concessions and hedging costs.

Payment scenarios: At maturity, investors receive (a) $1,000 plus the final coupon if NVDA ≥ downside threshold, or (b) $1,000 × (final/initial price) if NVDA < downside threshold— exposing holders to up to 100 % principal loss. No upside participation in NVDA appreciation is provided.

Risk highlights detailed in the FWP and related supplements include principal loss, skipped coupons, credit risk of GS Finance Corp. and guarantor GS, secondary-market illiquidity, valuation uncertainty (issue price > estimated value) and potential conflicts of interest arising from Goldman Sachs’ hedging and trading activities.

The notes target investors seeking above-market contingent income and a 50 % soft protection level in exchange for limited upside and the possibility of significant capital loss.

Positive

• 50 % downside threshold offers soft protection before principal starts eroding.
• Contingent quarterly coupon of at least $25.75 per $1,000 (≈2.6 % per quarter) provides potentially attractive income.
• Automatic call feature can return principal early while locking in earned coupons.
• Full guarantee by The Goldman Sachs Group, Inc. adds an additional credit layer above the issuer.

Negative

• Principal at risk up to 100 % if NVDA falls below the 50 % threshold at maturity.
• Coupons are not fixed; they cease in any quarter NVDA trades below the threshold.
• No participation in NVDA upside, capping total return to coupon income alone.
• Estimated value of $910-$970 is below issue price, implying an immediate unrealized loss.
• Credit risk of GS Finance Corp. and Goldman Sachs remains despite the guarantee.

Insights

Structured Products Analyst

TL;DR: High coupon, 50 % buffer, but 100 % downside risk and no upside—neutral for most portfolios.

The FWP offers a typical Goldman Sachs autocall note on NVDA. At ≥$25.75 quarterly (≈10 % annualized) the coupon is attractive versus investment-grade yields, yet entirely contingent. The 50 % downside threshold provides soft protection, but historical NVDA volatility makes breaches plausible. Automatic call can shorten duration, limiting coupon runway. The estimated value of $910-$970 signals a 3-9 % initial mark-to-market hit. Because investors relinquish all upside, risk-adjusted reward depends on stable-to-slightly positive NVDA performance. Overall impact: routine issuance rather than a transformational financing.

Risk Analyst

TL;DR: Principal-at-risk note with skipped coupons possible, credit & market risks dominate—cautious stance.

Investors face layered risks: equity risk on a single high-beta tech name, credit risk on GS, valuation drag from the sub-par estimated value, and path-dependency from quarterly observations. The absence of dividend capture and upside participation tilts the risk-reward profile unfavorably unless coupons are consistently earned. NVDA’s historical drawdowns exceed 50 %, so full principal loss is plausible. From a risk-management perspective the issue warrants conservative sizing or avoidance for capital-preservation mandates.

Free Writing Prospectus pursuant to Rule 433 dated June 27, 2025 / Registration Statement No. 333-284538

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

GS Finance Corp.

Contingent Income Auto-Callable Securities Based on the Performance of the Common Stock of NVIDIA Corporation due July 7, 2028
Principal at Risk Securities The Contingent Income Auto-Callable Securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. 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.			Coupon observation dates	Coupon payment dates
			October 3, 2025	October 8, 2025
			January 5, 2026	January 8, 2026
			April 6, 2026	April 9, 2026
			July 6, 2026	July 9, 2026
			October 5, 2026	October 8, 2026
KEY TERMS			January 4, 2027	January 7, 2027
Company (Issuer) / Guarantor:	GS Finance Corp. / The Goldman Sachs Group, Inc.		April 5, 2027	April 8, 2027
Underlying stock:	the common stock of NVIDIA Corporation (current Bloomberg ticker: “NVDA UW”)		July 6, 2027	July 9, 2027
Pricing date:	expected to price on or about July 3, 2025		October 4, 2027	October 7, 2027
Original issue date:	expected to be July 9, 2025		January 3, 2028	January 6, 2028
Coupon observation dates:	as set forth under “Coupon observation dates”		April 3, 2028	April 6, 2028
Coupon payment dates:	as set forth under “Coupon payment dates”		July 3, 2028 (determination date)	July 7, 2028 (stated maturity date)
Stated maturity date:	expected to be July 7, 2028
Payment at maturity (for each $1,000 stated principal amount of your securities):	•if the final share price is greater than or equal to the downside threshold price, $1,000 plus the final contingent quarterly coupon; or •if the final share price is less than the downside threshold price, $1,000 × the share performance factor		Hypothetical Payment Amount At Maturity
			The Securities Have Not Been Automatically Called
Initial share price:	the closing price of the underlying stock on the pricing date		Hypothetical Final Share Price (as Percentage of Initial Share Price)	Hypothetical Payment at Maturity  (as Percentage of Principal Amount)
Final share price:	the closing price of the underlying stock on the determination date
Call observation dates:	each coupon observation date specified in the table commencing on October 3, 2025 and ending on April 3, 2028
Call payment dates:	the coupon payment date immediately after the applicable call observation date		175.000%	100.000%*
			150.000%	100.000%*
Determination date:	the last coupon observation date, expected to be July 3, 2028		125.000%	100.000%*
Downside threshold price:	50.00% of the initial share price		110.000%	100.000%*
			100.000%	100.000%*
Automatic call feature:	if, as measured on any call observation date, the closing price of the underlying stock is greater than or equal to the initial share price, your securities will be automatically called and, in addition to the contingent quarterly coupon then due, you will receive $1,000 for each $1,000 principal amount. No payments will be made after the call payment date.		85.000%	100.000%*
			75.000%	100.000%*
			50.000%	100.000%*
			49.999%	49.999%
Contingent quarterly coupon (set on the pricing date):	subject to the automatic call feature, on each coupon payment date, for each $1,000 of the outstanding principal amount, the company will pay an amount in cash equal to: •if the closing price of the underlying stock on the applicable coupon observation date is greater than or equal to the downside threshold price, (i) the product of at least $25.75 (set on the pricing date) times the number of coupon observation dates that have occurred up to and including the relevant coupon observation date minus (ii) the sum of all contingent quarterly coupons previously paid, if any; or •if the closing price of the underlying stock on the applicable coupon observation date is less than the downside threshold price, $0.00		45.000%	45.000%
			30.000%	30.000%
			25.000%	25.000%
			0.000%	0.000%
			* Does not include the final contingent quarterly coupon
			Share performance factor:	final share price / initial share price
			CUSIP / ISIN:	40058JJJ5 / US40058JJJ51
			Estimated value range:	$910 to $970 (which is less than the original issue price; see 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 (including historical underlying stock closing prices), the terms of the securities and certain risks.

About Your Securities

The amount that you will be paid on your securities is based on the performance of the common stock of NVIDIA Corporation. The securities will mature on the stated maturity date unless they are automatically called on any call observation date. If the final share price is greater than or equal to the downside threshold price, you will receive your $1,000 principal amount of your securities plus a contingent quarterly coupon. You will not participate in any appreciation of the underlying stock. If the final share price is less than the downside threshold price, you will not receive a coupon payment and you will lose a significant portion or all of your investment.

Your securities will be automatically called if the closing price of the underlying stock on any call observation date is greater than or equal to the initial share price, resulting in a payment on the corresponding call payment date equal to the principal amount of your securities plus the contingent quarterly coupon then due.

The securities will not pay a fixed coupon and may pay no coupon on a coupon payment date. On each coupon observation date, subject to the automatic call feature, if the closing price of the underlying stock is greater than or equal to the downside threshold price, you will receive on the corresponding coupon payment date a contingent quarterly coupon payment. If the closing price of the underlying stock on any coupon observation date is less than the downside threshold price, you will not receive a contingent quarterly coupon payment on the applicable coupon payment date.

The securities are for investors who seek to earn a contingent quarterly coupon at an above current market rate in exchange for the risk of receiving few or no contingent quarterly coupons and the risk of losing all or a portion of the principal of their securities.

GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, general terms supplement no. 17,741 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, general terms supplement no. 17,741 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, general terms supplement no. 17,741 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The securities are notes that 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

●General terms supplement no. 17,741 dated February 14, 2025

●Prospectus supplement dated February 14, 2025

●Prospectus dated February 14, 2025

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 (including historical underlying stock closing prices), the terms of the securities and certain risks.

RISK FACTORS

An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,741, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. In addition to the below, you should read in full “Risk Factors” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 17,741, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your securities are a riskier investment than ordinary debt securities. Also, your securities are not equivalent to investing directly in the underlying stock. You should carefully consider whether the offered securities are appropriate given your particular circumstances.

The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:

Risks Related to Structure, Valuation and Secondary Market Sales

▪You May Lose Your Entire Investment in the Securities

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

▪You May Not Receive a Contingent Quarterly Coupon on Any Coupon Payment Date

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

▪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

▪You Will Not Participate in Any Appreciation in the Price of the Underlying Stock and The Potential for the Value of Your Securities to Increase Will Be Limited

▪Your Securities Are Subject to Automatic Redemption

▪The Contingent Quarterly Coupon Does Not Reflect the Actual Performance of the Underlying Stock from Coupon Observation Date to Coupon Observation Date and Is Based Solely on the Closing Price of the Underlying Stock on the Applicable Coupon Observation Date

▪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 Any Rights to Receive Any Underlying Stock

▪If You Purchase Your Securities at a Premium to Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Securities Purchased at Principal Amount and the Impact of Certain Key Terms of the Securities Will Be Negatively Affected

▪In Some Circumstances, the Payment You Receive on the Securities May Be Based on the Securities of Another Company and Not the Issuer of the Underlying Stock

▪We May Sell an Additional Aggregate Principal Amount of the Securities at a Different Issue Price

Risks Related to Conflicts of Interest

▪Other Investors May Not Have the Same Interests as You

Risks Related to Tax

▪Your Securities May Be Subject to an Adverse Change in Tax Treatment in the Future

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 (including historical underlying stock closing prices), the terms of the securities and certain risks.

▪Non-United States Holders Should Consider the Withholding Tax Implications of Owning the Securities

▪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

The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,741:

Risks Related to Structure, Valuation and Secondary Market Sales

▪If the Value of an Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner

▪Past Performance is No Guide to Future Performance

▪Your Notes May Not Have an Active Trading Market

▪The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount, If Any, Payable on Your Notes

▪The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing

▪With Respect to Notes Linked to Index Stocks or Exchange-Traded Funds, You Have Limited Anti-Dilution Protection

▪With Respect to Notes Linked to Index Stocks, There is No Affiliation Between the Underlier Issuer of Such Index Stock and Us

Risks Related to Conflicts of Interest

▪Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes

▪Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes

▪Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes

▪You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes

▪Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Underlier or Underliers or Constituent Indices, As Applicable, the Investment Advisors of the Underlier or Underliers, As Applicable, or the Issuers of the Underlier or the Underlier Stocks or Other Entities That Are Involved in the Transaction

▪The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties

Risks Related to Tax

▪Certain Considerations for Insurance Companies and Employee Benefit Plans

The following risk factors are discussed in greater detail in the accompanying prospectus supplement:

▪The Return on Indexed Notes May Be Below the Return on Similar Securities

▪The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note

▪An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment

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 (including historical underlying stock closing prices), the terms of the securities and certain risks.

▪An Index to Which a Note Is Linked Could Be Changed or Become Unavailable

▪We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note

▪Information About an Index or Indices May Not Be Indicative of Future Performance

▪We May Have Conflicts of Interest Regarding an Indexed Note

The following risk factors are discussed in greater detail in the accompanying prospectus:

Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements

▪The application of regulatory resolution strategies could increase the risk of loss for holders of our securities in the event of the resolution of Group Inc.

▪The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders

TAX CONSIDERATIONS

You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Supplemental Discussion of U.S. Federal Income Tax Consequences” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax advisor.

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 (including historical underlying stock closing prices), the terms of the securities and certain risks.

FAQ

What is the downside threshold for the GS (GS) Contingent Income Auto-Callable Securities on NVDA?

The downside threshold is 50 % of the initial share price of NVIDIA Corporation.

How frequently are coupon observation dates scheduled for these GS securities?

Observation dates are quarterly, beginning October 3 2025 and ending April 3 2028.

When are the notes automatically called?

They are called if NVDA’s closing price on any observation date is greater than or equal to the initial share price.

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

Goldman Sachs estimates the value at $910–$970, below the $1,000 principal amount.

When do the Contingent Income Auto-Callable Securities mature if not called?

The stated maturity date is July 7 2028.

Who guarantees the payment obligations of the issuer?

Payments are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.