Free Writing Prospectus pursuant to Rule 433 dated July 16, 2025 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
GS Finance Corp. |
Jump Securities with Auto-Callable Feature Based on the Performance of the Worst-Performing of the Common Stock of Apollo Global Management, Inc., the Common Stock of Blackstone Inc. and the Common Stock of KKR & Co. Inc. due July 26, 2030 Principal At Risk Securities |
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The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. |
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Call observation dates |
Call payment dates |
Call premium amount |
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July 30, 2026 |
August 4, 2026 |
at least 17.20% |
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You should read the accompanying preliminary pricing supplement dated July 16, 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. |
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October 23, 2026 |
October 28, 2026 |
at least 21.50% |
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January 25, 2027 |
January 28, 2027 |
at least 25.80% |
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April 23, 2027 |
April 28, 2027 |
at least 30.10% |
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July 23, 2027 |
July 28, 2027 |
at least 34.40% |
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KEY TERMS |
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October 25, 2027 |
October 28, 2027 |
at least 38.70% |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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January 24, 2028 |
January 27, 2028 |
at least 43.00% |
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April 24, 2028 |
April 27, 2028 |
at least 47.30% |
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Underlying stocks (each individually, an underlying stock): |
the common stock of Apollo Global Management, Inc. (current Bloomberg symbol: “APO UN”), the common stock of Blackstone Inc. (current Bloomberg symbol: “BX UN”) and the common stock of KKR & Co. Inc. (current Bloomberg symbol: “KKR UN”) |
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July 24, 2028 |
July 27, 2028 |
at least 51.60% |
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October 23, 2028 |
October 26, 2028 |
at least 55.90% |
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Pricing date: |
expected to price on or about July 23, 2025 |
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January 23, 2029 |
January 26, 2029 |
at least 60.20% |
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Original issue date: |
expected to be July 28, 2025 |
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April 23, 2029 |
April 26, 2029 |
at least 64.50% |
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Call observation dates: |
as set forth under “Call observation dates” below |
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July 23, 2029 |
July 26, 2029 |
at least 68.80% |
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Call payment dates: |
as set forth under “Call payment dates” below |
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October 23, 2029 |
October 26, 2029 |
at least 73.10% |
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Valuation date: |
expected to be July 23, 2030 |
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January 23, 2030 |
January 28, 2030 |
at least 77.40% |
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Stated maturity date: |
expected to be July 26, 2030 |
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April 23, 2030 |
April 26, 2030 |
at least 81.70% |
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Automatic call feature: |
if, as measured on any call observation date, the closing price of each underlying stock is greater than or equal to its call threshold price, your securities will be automatically called and you will receive for each $1,000 principal amount an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of $1,000 times the call premium amount applicable to the corresponding call observation date. No payments will be made after the call payment date. |
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Hypothetical Payment Amount At Maturity* |
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Payment at maturity (for each $1,000 stated principal amount of your securities): |
• if the final share price of each underlying stock is greater than or equal to its downside threshold price, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the maturity date premium amount; or • if the final share price of any underlying stock is less than its downside threshold price, $1,000 × the worst performing stock performance factor |
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The Securities Have Not Been Automatically Called |
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Hypothetical Final Share Price of the Worst Performing Underlying Stock (as Percentage of Initial Share Price) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
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200.000% |
186.000% |
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150.000% |
186.000% |
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125.000% |
186.000% |
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100.000% |
186.000% |
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Initial share price: |
with respect to each underlying stock, the closing price of one share of such underlying stock on the pricing date |
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90.000% |
186.000% |
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80.000% |
186.000% |
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Final share price: |
with respect to each underlying stock, the closing price of one share of such underlying stock on the valuation date |
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70.000% |
186.000% |
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60.000% |
186.000% |
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Call threshold price: |
with respect to each underlying stock, 105.00% of such underlying stock’s initial share price |
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59.999% |
59.999% |
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50.000% |
50.000% |
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Downside threshold price: |
with respect to each underlying stock, 60.00% of such underlying stock’s initial share price |
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30.000% |
30.000% |
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25.000% |
25.000% |
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Call premium amount (set on the pricing date): |
with respect to any call observation date, the applicable call premium amount set forth under “Call premium amount” below |
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0.000% |
0.000% |
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Maturity date premium amount (set on the pricing date): |
at least 86.00% |
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Share performance factor: |
with respect to each underlying stock, the final share price / the initial share price |
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*assumes a maturity date premium amount of 86.00% |
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Worst performing underlying stock: |
the underlying stock with the lowest share performance factor |
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Worst performing share performance factor: |
the share performance factor of the worst performing underlying stock |
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CUSIP / ISIN: |
40058JPP4 / US40058JPP48 |
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Estimated value range: |
$900 to $960 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
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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 (including historical closing prices of the underlying stocks), 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 worst performing of the common stock of Apollo Global Management, Inc., the common stock of Blackstone Inc. and the common stock of KKR & Co. Inc. The securities may be automatically called on any call observation date.
Your securities will be automatically called if the closing price of each underlying stock on any call observation date is greater than or equal to its call threshold price, resulting in a payment on the applicable call payment date equal to (i) the principal amount of your securities plus (ii) such principal amount times the call premium amount applicable to such call observation date. No payments will be made after the call payment date.
At maturity, if not previously called, you may lose a significant portion or all of your investment in the securities. You will not participate in any appreciation of the underlying stocks.
The securities are for investors who seek a return of between at least 17.20% and at least 86.00%, depending on if and when the securities are automatically called, in exchange for the risk of losing all or a significant portion of the principal amount of their securities if the securities remain outstanding to maturity.
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:
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 (including historical closing prices of the underlying stocks), 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 stocks. 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
Risks Related to Conflicts of Interest
Risks Related to Tax
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 (including historical closing prices of the underlying stocks), the terms of the securities 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
Risks Related to Conflicts of Interest
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying prospectus 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 (including historical closing prices of the underlying stocks), the terms of the securities 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
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 stocks (including historical closing prices of the underlying stocks), the terms of the securities and certain risks.