[FWP] Goldman Sachs Group Inc. Free Writing Prospectus

Rhea-AI Filing Summary

Goldman Sachs has announced Market Linked Notes due July 7, 2028, offering upside participation to a cap with principal protection at maturity. The notes are linked to the lowest performing stock among Amazon.com, Microsoft, and NVIDIA.

Key features include:

• Maximum return of 38.80% ($388.00 per $1,000 note)
• 100% upside participation rate up to the cap
• Principal protection if the lowest performing stock ends below its starting price
• Estimated value between $925-$955 per $1,000 face amount

Notable risks include credit risk of GS Finance Corp and Goldman Sachs Group, limited potential returns due to the cap, and exposure to the worst-performing stock among the three tech companies. The notes will be issued on July 7, 2025, with maturity on July 7, 2028. Underwriting discount is up to 3.325% of the face amount.

Positive

• Product offers 100% upside participation rate up to a cap of 38.80% while protecting principal at maturity
• Notes are linked to major tech companies (Amazon, Microsoft, NVIDIA) providing exposure to leading technology sector performers
• Full principal protection if the lowest performing stock ends at or below its starting price, limiting downside risk

Negative

• Estimated value of notes ($925-$955 per $1,000 face amount) is significantly below the offering price, indicating high embedded costs
• Returns are capped at 38.80%, limiting potential upside even if underlying stocks perform exceptionally well
• Performance is tied to the lowest performing stock among the three, which could significantly limit returns even if two stocks perform well
• Notes do not provide any dividend payments or interest income during the three-year term

Free Writing Prospectus pursuant to Rule 433 dated June 26, 2025

Registration Statement No. 333-284538

Market Linked Notes — Upside Participation to a Cap and Principal Return at Maturity Notes Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Common Stock of Microsoft Corporation and the Common Stock of NVIDIA Corporation due July 7, 2028

Summary of Terms			Hypothetical Payout Profile*
Company (Issuer) and Guarantor:	GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)		* assumes a maximum return of 38.80% of the face amount per note ($388.00 per note). If the stock closing price of the lowest performing underlying stock is less than its starting price, you will not receive any positive return on the notes. 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 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 26, 2025 ●WFS Product Supplement No. 6 dated February 14, 2025 ●Prospectus supplement dated February 14, 2025 ●Prospectus dated February 14, 2025
Market measures (each referred to as an “underlying stock,” and collectively as the “underlying stocks”):	the common stock of Amazon.com, Inc. (current Bloomberg ticker: “AMZN UW”), the common stock of Microsoft Corporation (current Bloomberg ticker: “MSFT UW”) and the common stock of NVIDIA Corporation (current Bloomberg ticker: “NVDA UW”)
Pricing date:	expected to be July 1, 2025
Issue date:	expected to be July 7, 2025
Calculation day:	expected to be July 3, 2028
Stated maturity date:	expected to be July 7, 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 calculation day
Lowest performing underlying stock:	the underlying stock with the lowest underlying stock return
Underlying stock return:	ending price – starting price                 starting price
Maximum return:	at least 38.80% of the face amount per note (at least $388.00 per note)
Upside participation rate:	100%
Payment amount at maturity (for each $1,000 face amount of your notes):	•if the ending price of the lowest performing underlying stock is greater than its starting price: $1,000 plus the lesser of: (i) $1,000 × underlying stock return of the lowest performing underlying stock × upside participation rate; and (ii) the maximum return; or •if the ending price of the lowest performing underlying stock is less than or equal to its starting price: $1,000
Underwriting discount:	up to 3.325% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the notes. WFS will receive the underwriting discount of up to 3.325% of the aggregate face amount of the notes sold. The agent may resell the notes to Wells Fargo Advisors (“WFA”) at the original issue price of the notes less a concession of 2.25% of the aggregate face amount of the notes. 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 note WFA sells.
			The estimated value of your notes at the time the terms of your notes 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 notes.
CUSIP:	40058JGE9
Tax consequences:	See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement
* In addition, in respect of certain notes sold in this offering, GS&Co. may pay a fee of up to 0.30% of the aggregate face amount of the notes sold to selected notes dealers in consideration for marketing and other services in connection with the distribution of the notes to other securities dealers.

The notes 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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stocks, 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, WFS product supplement no. 6 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. 6 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. 6 and preliminary pricing supplement if you so request by calling (212) 357-4612.

Risk Factors

An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 6, 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. 6, 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. 6, 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 Notes At the Time the Terms of Your Notes 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 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 Stock Closing Price of the Underlying Stocks at Any Time Other Than the Calculation Day ▪Because the Notes Are Linked to the Performance of the Lowest Performing Underlying Stock, You Have a Greater Risk of Receiving No Positive Return on Your Investment Than If the Notes Were Linked to Just One Underlying Stock ▪You May Receive Only the Face Amount of Your Notes at Maturity. ▪The Maturity Payment Amount Will Be Based Solely on the Lowest Performing Underlying Stock ▪Your Notes Do Not Bear Interest ▪The Potential for the Value of Your Notes to Increase Will Be Limited ▪The Market Value of Your Notes 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 ▪Your Notes Will Be Treated as Debt Instruments Subject to Special Rules Governing Contingent Payment Debt Instruments for U.S. Federal Income Tax Purposes ▪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

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

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FAQ

What are the key terms of GS's Market Linked Notes due July 7, 2028?

The Market Linked Notes are linked to the lowest performing stock among Amazon, Microsoft, and NVIDIA, with a maximum return of at least 38.80% ($388.00 per $1,000 note). The notes offer 100% upside participation up to the cap, with principal protection at maturity. They are issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.

What is the estimated value of GS's new Market Linked Notes?

The estimated value of the notes at pricing is expected to be between $925 and $955 per $1,000 face amount, which is less than the original offering price. This valuation is determined by GS&Co.'s pricing models.

What are the key risks of investing in GS's Market Linked Notes (June 2025)?

Key risks include: 1) Credit risk of GS Finance Corp. and Goldman Sachs Group as guarantor, 2) Returns limited to the maximum return of 38.80%, 3) Payment linked only to the lowest performing stock among Amazon, Microsoft, and NVIDIA, 4) No interest payments, and 5) Notes valued less than their offering price at issuance.

What fees and commissions apply to GS's Market Linked Notes offering?

The notes carry an underwriting discount of up to 3.325% of face amount. Wells Fargo Securities receives this discount and can resell to Wells Fargo Advisors with a 2.25% concession. WFA may receive an additional 0.075% distribution fee. GS&Co. may pay up to 0.30% to selected dealers for marketing services.

How is the payment at maturity calculated for GS's Market Linked Notes?

For each $1,000 note, if the lowest performing stock's ending price exceeds its starting price, investors receive $1,000 plus the lesser of: (1) the stock's return × 100% participation rate × $1,000, or (2) the maximum return of $388.00. If the ending price is below the starting price, investors receive $1,000, protecting the principal.