[FWP] Goldman Sachs Group Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Barclays Bank PLC is offering $8.322 million of Autocallable Fixed Coupon Notes due July 1, 2027 linked to the worst performer of Broadcom Inc. (AVGO) common stock and Taiwan Semiconductor Manufacturing Co. Ltd. (TSM) ADRs. The securities are issued under the Global Medium-Term Notes, Series A program and are sold pursuant to a Rule 424(b)(2) prospectus supplement dated June 26, 2025.

Key commercial terms

• Coupon: fixed $33.80 per $1,000 note (13.52% p.a.) payable quarterly on eight scheduled dates from Oct 1 2025 through maturity.
• Automatic call: beginning Sept 26 2025, if the closing price of each reference asset is at or above its Initial Value on a Call Valuation Date, holders receive the $1,000 principal plus the current coupon and the notes are redeemed; no further payments accrue.
• Barrier protection: at maturity, if not previously called and the Final Value of the Least Performing asset is ≥ 60% of its Initial Value, principal is repaid; otherwise investors receive (a) cash reflecting the full negative return or (b) at the issuer’s option, a delivery of shares (and cash for fractions) of the worst performer, exposing holders to up to 100 % loss of principal.
• Initial values & barriers: AVGO $270.17 (barrier $162.10); TSM $224.01 (barrier $134.41).
• Issue price: $1,000; estimated value: $981 (1.9% below issue price).
• Fees: 1.75% selling commission ($145,635 in aggregate) yielding net proceeds of $8.176 million.
• Credit exposure: senior unsecured obligations of Barclays Bank PLC subject to U.K. bail-in powers; not FDIC-insured or guaranteed by third parties.
• Liquidity: no exchange listing; any secondary trading will be on a best-efforts basis by Barclays Capital Inc. and may be discontinued at any time.

Risk highlights

• Full downside exposure below the 60% barrier; investors may lose the entire principal.
• No participation in any upside of AVGO or TSM; return capped at the fixed coupons.
• Issuer’s physical settlement option may result in delivery of depreciated shares instead of cash.
• Estimated value is below purchase price, reflecting distribution fees, hedging costs and Barclays’ internal funding spread.
• Subject to early redemption after ~3 months, creating reinvestment uncertainty.
• Exposure to Barclays credit risk and potential write-down or conversion under U.K. bail-in regime.

The notes target investors seeking enhanced income and willing to assume equity, issuer-credit and structural risks in exchange for a 13.52% annual coupon and conditional principal protection at a 40% drawdown threshold.

Positive

• High fixed coupon: 13.52% per annum provides meaningful income in a low-to-mid-single-digit rate environment.
• 60 % barrier: conditional principal protection up to a 40 % decline offers some downside buffer compared with direct equity exposure.
• Automatic call feature could return capital in as little as three months, boosting annualized yield if reference assets stay flat or rise modestly.

Negative

• Full downside risk: investors bear 100 % loss if the worst performer closes below the barrier and equity declines exceed 40 %.
• No upside participation: returns are capped at coupon payments; equity appreciation beyond call level is forfeited.
• Credit & bail-in exposure: repayment depends on Barclays’ solvency and is subject to statutory write-down or conversion.
• Estimated value discount: internal valuation $981 vs. $1,000 issue price reflects fees and hedging costs borne by investors.
• Illiquidity: unlisted security with only discretionary secondary market making by Barclays Capital Inc.

Insights

Financial Analyst

TL;DR – 13.52% coupon is attractive, but principal is fully at risk below 60% barrier and no upside; credit and bail-in risk remain.

The structure offers a high fixed income stream and short call observation periods that could return capital early. Because redemption requires both AVGO and TSM to meet their Initial Values, call probability is moderate but not guaranteed. Barrier protection at 60 % affords some buffer, yet semiconductor equities are historically volatile; a 40 % drawdown over two years is plausible, putting principal at risk. Investors forego any equity appreciation and face negative carry if the notes are called quickly. The $19 discount between estimated and issue price shows embedded distribution and hedging costs. Lack of listing and discretionary secondary market support impair liquidity. Overall, income-seeking investors with a tactical view that both shares will remain range-bound or modestly positive may find value, but risk-adjusted returns hinge on equity performance and Barclays’ credit profile.

Risk Analyst

TL;DR – Structure concentrates downside, embeds issuer bail-in exposure, and offers limited diversification; impact broadly neutral to Barclays.

From a risk standpoint, the note stacks several adverse features: (1) worst-of payoff drives convex downside; (2) physical settlement option can magnify losses if liquidity in the underlying deteriorates; (3) U.K. bail-in clause subordinates investors to resolution tools; and (4) illiquidity precludes active risk management. The 60 % barrier sounds protective, yet tail scenarios show 100 % loss. Credit spread widening in Barclays senior unsecured curve could further depress secondary prices. Tax treatment is uncertain, and holders must navigate complex 871(m) and put-premium allocations. However, issuance size is modest ($8.3 million) and immaterial to Barclays’ balance sheet, so enterprise risk impact is low. For investors, risk/return skews negative unless one has strong conviction in near-term semiconductor resilience.

Free Writing Prospectus pursuant to Rule 433 dated June 27, 2025

Registration Statement No. 333-284538

Buffered Index-Linked Notes

OVERVIEW

This document relates to two separate offerings. Each note is linked to the performance of one underlier (either the EURO STOXX 50® Index or the S&P 500® Futures Excess Return Index). Each note has its own terms (set forth in the table below), which will be set on the trade date.

The notes do not bear interest. The amount that you will be paid on your notes on the applicable stated maturity date is based on the performance of the applicable underlier as measured from the trade date to and including the applicable determination date.

If the final underlier level of the applicable underlier (the closing level of such underlier on the determination date) is greater than its initial underlier level (set on the trade date and will be an intra-day level or the closing level of such index on the trade date), the return on your notes will be positive and will equal the applicable participation rate times the underlier return of the applicable underlier (the quotient of (i) the final underlier level minus the initial underlier level divided by (ii) the initial underlier level, expressed as a percentage).

If the final underlier level of the applicable underlier is equal to or less than its initial underlier level but greater than or equal to its applicable buffer level, you will receive the face amount of your notes. If the final underlier level of the applicable underlier is less than its applicable buffer level, the return on your notes will be negative and will equal the underlier return of the applicable underlier plus the applicable buffer amount (a fixed percentage that is the result of 100% minus the applicable buffer level). You could lose a significant portion of the face amount of your notes.

At maturity, for each $1,000 face amount of your notes, you will receive an amount in cash equal to:

•if the final underlier level of the applicable underlier is greater than its initial underlier level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the applicable participation rate times (c) the underlier return of the applicable underlier;

•if the final underlier level of the applicable underlier is equal to or less than its initial underlier level, but greater than or equal to its applicable buffer level, $1,000; or

•if the final underlier level of the applicable underlier is less than its applicable buffer level, the sum of (i) $1,000 plus (ii) the product of (a) the sum of the underlier return of the applicable underlier plus the applicable buffer amount times (b) $1,000.

You should read the accompanying preliminary pricing supplement dated June 27, 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 notes are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. The key terms specific to each tranche of notes are set forth on the following page(s). Please carefully review the key terms relating to the particular tranche(s) of notes that you are purchasing. Each tranche of notes has its own underlier and terms.

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 any notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the applicable underlier, the terms of the notes and certain risks.

Key Terms For Notes Linked to the EURO STOXX 50® Index

CUSIP / ISIN:	40058JKB0 / US40058JKB07
Underlier:	the EURO STOXX 50® Index (current Bloomberg symbol: “SX5E Index”)
Participation rate:	at least 149%
Buffer level:	75% of the initial underlier level
Buffer amount:	25%
Trade date:	expected to be July 28, 2025
Settlement date:	expected to be July 31, 2025
Determination date:	expected to be July 29, 2030
Stated maturity date:	expected to be August 1, 2030
Estimated value range:	$885 to $925 (which is less than the original issue price; see accompanying preliminary pricing supplement)

	Hypothetical Final Underlier Level (as a % of the Initial Underlier Level)	Hypothetical Payment Amount at Maturity** (as a % of Face Amount)
	200.000%	249.000%
	175.000%	211.750%
	150.000%	174.500%
	125.000%	137.250%
	110.000%	114.900%
	100.000%	100.000%
	90.000%	100.000%
	80.000%	100.000%
	75.000%	100.000%
	55.000%	80.000%
	50.000%	75.000%
	25.000%	50.000%
	0.000%	25.000%

** assumes a participation rate of 149%

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 any notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the applicable underlier, the terms of the notes and certain risks.

Key Terms For Notes Linked to the S&P 500® Futures Excess Return Index
CUSIP / ISIN:	40058JKC8 / US40058JKC89
Underlier:	the S&P 500® Futures Excess Return Index (current Bloomberg symbol: “SPXFP Index”) The S&P 500® Futures Excess Return Index tracks the performance of E-mini S&P 500 futures contracts, not the S&P 500® Index. Generally, the return on an investment in a futures contract is correlated with, but not the same as, the return on buying and holding the securities underlying such contract.
Participation rate:	at least 152%
Buffer level:	80% of the initial underlier level
Buffer amount:	20%
Trade date:	expected to be July 28, 2025
Settlement date:	expected to be July 31, 2025
Determination date:	expected to be July 29, 2030
Stated maturity date:	expected to be August 1, 2030
Estimated value range:	$885 to $925 (which is less than the original issue price; see accompanying preliminary pricing supplement)

	Hypothetical Final Underlier Level (as a % of the Initial Underlier Level)	Hypothetical Payment Amount at Maturity*** (as a % of Face Amount)
	200.000%	252.000%
	175.000%	214.000%
	150.000%	176.000%
	125.000%	138.000%
	110.000%	115.200%
	100.000%	100.000%
	95.000%	100.000%
	90.000%	100.000%
	80.000%	100.000%
	70.000%	90.000%
	50.000%	70.000%
	25.000%	45.000%
	0.000%	20.000%

*** assumes a participation rate of 152%

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 any notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the applicable underlier, the terms of the notes and certain risks.

About Your Notes

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, June 2025 S&P 500® Futures Excess Return Index Supplement, general terms supplement no. 17,741 and preliminary pricing supplement listed below) with the Securities and Exchange Commission (SEC) for the offerings to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, underlier supplement no. 45, June 2025 S&P 500® Futures Excess Return Index Supplement, general terms supplement no. 17,741 and preliminary pricing supplement, and any other documents relating to these offerings that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and these offerings. 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, June 2025 S&P 500® Futures Excess Return Index Supplement, general terms supplement no. 17,741 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The notes 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 27, 2025

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

•June 2025 S&P 500® Futures Excess Return Index Supplement dated June 24, 2025

•Underlier supplement no. 45 dated June 23, 2025

•Prospectus supplement dated February 14, 2025

•Prospectus dated February 14, 2025

This document relates to two separate offerings of notes. Each note is linked to one, and only one, underlier. You may participate in any of the two offerings or, at your election, in both of the offerings. This document does not, however, allow you to purchase a note linked to a basket of some or all of the underliers.

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 any notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the applicable underlier, the terms of the notes and certain risks.

RISK FACTORS

An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,741, accompanying underlier supplement no. 45, 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 “Additional Risk Factors Specific to Your Notes” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 17,741 and “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 Relating to Each Note Risks Related to Structure, Valuation and Secondary Market Sales §    The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes §    The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor §    The Amount Payable on Your Notes Is Not Linked to the Level of the Underlier at Any Time Other Than the Determination Date §    You May Lose a Substantial Portion of Your Investment in the Notes §    Your Notes Do Not Bear Interest §    The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors §    You Have No Shareholder Rights or Rights to Receive Any Underlier Stock §    If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected §    We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price Risks Related to Tax §    The Tax Consequences of an Investment in Your Notes Are Uncertain §    Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities Additional Risks Relating to Notes Linked to the EURO STOXX 50® Index §    An Investment in the Offered Notes 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 Notes Additional Risks Related to the S&P 500® Futures Excess Return Index § Linking to an Equity Futures Contract Is Different From Linking to the Reference Equity Index § Negative Roll Yields Will Adversely Affect the Level of the Underlier Over Time and Therefore the Amount Payable on the Notes § Futures Contracts Are Not Assets with Intrinsic Value § You Have No Rights in Any Futures Contract Tracked by the Underlier § Owning the Notes Is Not the Same as Directly Owning the Underlier Stocks or Futures Contract Directly or Indirectly Tracked by the Underlier § Suspension or Disruptions of Market Trading in Stocks or Futures Contracts May Adversely Affect the Value of the Notes.

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 any notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the applicable underlier, the terms of the notes and certain risks.

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 §    The Return on Your Notes Will Not Reflect Any Dividends Paid on Any Underlier, or Any Underlier Stock, as Applicable §    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 Risks Related to Conflicts of Interest §    Other Investors in the Notes May Not Have the Same Interests as You §    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 underlier supplement no. 45:

Additional Risks Relating to Securities Linked to Underliers that are Equity Indices §    If Your Securities Are Linked to an Equity Index, the Policies of the Applicable Underlier Sponsor and Changes that Affect Such Underlier, or the Constituent Indices or Underlier Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Securities and Their Market Value §    If Your Securities Are Linked to an Equity Index, Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises the Applicable Underlier, and Except to the Extent That We or Our Affiliates May Currently or in the Future Own Securities of, or Engage in Business With, the Applicable Underlier Sponsor or the Issuers of the Underlier Stocks, There Is No Affiliation Between the Issuers of the Underlier Stocks or Such Underlier Sponsor and Us Additional Risks Relating to Securities Linked to Underliers Denominated in Foreign Currencies or that Contain Foreign Stocks §    If Your Securities Are Linked to Underliers That Are Comprised of Underlier Stocks Which Are Traded in Foreign Currencies But Are Not Adjusted to Reflect Their U.S. Dollar Value, the Return on Your Securities Will Not Be Adjusted for Changes in the Foreign Currency Exchange Rate

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 §    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

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 any notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the applicable underlier, the terms of the notes and certain risks.

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.

For details about the license agreement between the applicable underlier sponsor and the issuer, see “The Underliers ─ EURO STOXX 50® Index” and “The Underliers — S&P 500® Futures Excess Return Index” on pages S-36 and S-121 of the accompanying underlier supplement no. 45, respectively.

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 any notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the applicable underlier, the terms of the notes and certain risks.

FAQ

What coupon rate do the Barclays Autocallable Fixed Coupon Notes pay?

The notes pay $33.80 per $1,000 each quarter, equivalent to 13.52% per annum, on eight scheduled payment dates.

When can the notes be automatically called by Barclays?

Starting on September 26 2025 and on each subsequent quarterly Call Valuation Date, if both AVGO and TSM close at or above their Initial Values.

What happens at maturity if the worst-performing stock falls below its barrier?

If the Final Value is below 60 % of its Initial Value, investors receive either cash reflecting the full negative return or, at Barclays’ option, shares of the worst performer, risking up to 100 % principal loss.

How does the estimated value compare to the issue price?

Barclays’ internal model estimates each note at $981, about $19 below the $1,000 offering price, due to commissions, hedging and funding costs.

Are the notes protected by deposit insurance or any third-party guarantee?

No. The notes are senior unsecured obligations of Barclays Bank PLC and are not FDIC-insured or covered by the U.K. Financial Services Compensation Scheme.

Can I sell the notes before maturity?

They are not listed. Barclays Capital Inc. may provide a secondary market, but trading is discretionary and prices may be well below face value.