FWP 1 wonss010_fwp_gsg.htm FWP FWP

 

Free Writing Prospectus pursuant to Rule 433 dated November 7, 2025 / Registration Statement No. 333-284538

STRUCTURED INVESTMENTS – Opportunities in U.S. and International Equities

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GS Finance Corp.

Contingent Income Auto-Callable Securities Based on the Value of the Worst-Performing of the S&P 500® Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index due November 16, 2028

 

Principal at Risk Securities

The Contingent Income 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 November 7, 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.

 

Quarterly coupon observation period:

the period from but excluding each observation end date (or the pricing date, in the case of the first quarterly coupon observation period) to and including the next succeeding observation end date excluding any date or dates on which the calculation agent determines that a market disruption event with respect to any underlying index occurs or is continuing or that the calculation agent determines is not an index business day with respect to any underlying index

KEY TERMS

 

Index performance factor:

with respect to each underlying index, the final index value / the initial index value

Company (Issuer) / Guarantor:

GS Finance Corp. / The Goldman Sachs Group, Inc.

 

 

Worst performing underlying index:

the underlying index with the lowest index performance factor

Underlying indexes (each individually, an underlying index):

the S&P 500® Index (current Bloomberg symbol: “SPX Index”), the Nasdaq-100 Index® (current Bloomberg symbol: “NDX Index”) and the EURO STOXX 50® Index (current Bloomberg symbol: “SX5E Index”)

 

 

Worst performing index performance factor:

the index performance factor of the worst performing underlying index

 

Pricing date:

expected to price on or about November 11, 2025

 

Original issue date:

expected to be November 14, 2025

 

CUSIP / ISIN:

40058QXS3 / US40058QXS38

Observation end dates:

as set forth under “Observation end dates”

 

Estimated value range:

$920 to $980 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

Coupon payment dates:

as set forth under “Coupon payment dates”

 

Valuation date:

the last observation end date, expected to be November 13, 2028

 

Observation end dates

Coupon payment dates

Stated maturity date:

expected to be November 16, 2028

 

February 11, 2026

February 17, 2026

Automatic call feature:

if, as measured on any call observation date, the index closing value of each underlying index is greater than or equal to its initial index value, your securities will be automatically called and, in addition to any 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.

 

May 11, 2026

May 14, 2026

 

August 11, 2026

August 14, 2026

 

November 11, 2026

November 16, 2026

 

February 11, 2027

February 17, 2027

 

May 11, 2027

May 14, 2027

 

August 11, 2027

August 16, 2027

 

November 11, 2027

November 16, 2027

 

February 11, 2028

February 16, 2028

Call observation dates:

each coupon observation date specified in the table below commencing on May 11, 2026 and ending on August 11, 2028

 

May 11, 2028

May 16, 2028

Call payment dates:

the coupon payment date immediately after the applicable call observation date

 

August 11, 2028

August 16, 2028

Payment at maturity (for each $1,000 stated principal amount of your securities, in addition to the final coupon, if any):

if the final index value of each underlying index is greater than or equal to its downside threshold level, $1,000; or
if the final index value of any underlying index is less than its downside threshold level, $1,000 × the worst performing index performance factor

 

November 13, 2028 (valuation date)

November 16, 2028 (stated maturity date)

 

Hypothetical Payment Amount At Maturity

The Securities Have Not Been Automatically Called

 

Hypothetical Final Index Value of the Worst Performing Underlying Index (as Percentage of Initial Index Value)

Hypothetical Payment at Maturity If the Securities Have Not Been Automatically Called on a Call Observation Date*

(as Percentage of Stated Principal Amount)

Initial index value:

with respect to each underlying index, the index closing value of such underlying index on the pricing date

 

150.000%

100.000%

 

125.000%

100.000%

Final index value:

with respect to each underlying index, the index closing value of such underlying index on the valuation date

 

110.000%

100.000%

 

100.000%

100.000%

Coupon threshold level:

with respect to each underlying index, 75.00% of such underlying index’s initial index value

 

85.000%

100.000%

 

75.000%

100.000%

Downside threshold level:

with respect to each underlying index, 65.00% of such underlying index’s initial index value

 

70.000%

100.000%

Contingent quarterly coupon:

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 index closing value of each underlying index on every index business day during the preceding quarterly coupon observation period is greater than or equal to its coupon threshold level, $25.00; or
if the index closing value of any underlying index on any index business day during the preceding quarterly coupon observation period is less than its coupon threshold level, $0.00

 

65.000%

100.000%

 

64.999%

64.999%

 

50.000%

50.000%

 

25.000%

25.000%

 

0.000%

0.000%

 

* Does not include the final contingent quarterly coupon, if any

 

 

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 indexes (including historical index closing values), 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 S&P 500® Index, the Nasdaq-100 Index® and the EURO STOXX 50® Index. The securities may be automatically called on any call observation date.

Unless previously automatically called, (i) if the index closing value of any underlying index is less than its coupon threshold level on any index business day during the preceding quarterly coupon observation period, you will not receive a payment on the applicable coupon payment date and (ii) if the index closing value of each underlying index is greater than or equal to its coupon threshold level on every index business day during the preceding quarterly coupon observation period, you will receive on the applicable coupon payment date a contingent quarterly coupon.

Your securities will be automatically called if the index closing value of each underlying index on any call observation date is greater than or equal to its initial index value, resulting in a payment on the applicable call payment date equal to the principal amount of your securities plus any contingent quarterly coupon then due. No payments will be made after the call payment date.

At maturity, if not previously automatically called, (i) if the final index value of each underlying index on the valuation date is greater than or equal to its coupon threshold level you will receive the principal amount of your securities plus any contingent quarterly coupon then due, (ii) if the final index value of any underlying index is less than its coupon threshold level but the final index value of each underlying index is greater than or equal to its downside threshold level, you will not receive a contingent quarterly coupon payment but you will receive the principal amount of your securities or (iii) if the final index value of any underlying index is less than its downside threshold level, you will not receive a contingent quarterly coupon payment, the payment at maturity will be based on the performance of the underlying index with the lowest index performance factor and you will receive significantly less than the principal amount of your securities. Investors will not participate in any appreciation of any underlying index.

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 losing a significant portion or all of the principal amount 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, underlier supplement no. 46, general terms supplement no. 17,744 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, underlier supplement no. 46, general terms supplement no. 17,744 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, underlier supplement no. 46, general terms supplement no. 17,744 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 indexes (including historical index closing values), 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. 17,744, accompanying underlier supplement no. 46, 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. 17,744, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 46, 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 index stocks, i.e., with respect to an underlying index to which your securities are linked, the stocks comprising such underlying index. 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

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 May Lose Your Entire Investment in the Securities
The Return on Your Securities May Change Significantly Despite Only a Small Incremental Change in the Value of the Worst Performing Underlying Index
You May Not Receive a Contingent Quarterly Coupon on Any Coupon Payment Date, and the Potential to Receive a Contingent Quarterly Coupon on a Coupon Payment Date May Terminate at Any Time During the Applicable Quarterly Coupon Observation Period
Your Securities Are Subject to Automatic Redemption
The Contingent Quarterly Coupon Does Not Reflect the Actual Performances of the Underlying Indexes and Investors Will Not Participate in Any Appreciation of the Underlying Indexes
The Payment of the Contingent Quarterly Coupon, If Any, and the Payment at Maturity Will Be Based Solely on the Worst Performing Underlying Index
Because the Securities Are Linked to the Performance of the Worst Performing Underlying Index, You Have a Greater Risk of Receiving No Contingent Quarterly Coupons and Sustaining a Significant Loss on Your Investment Than If the Securities Were Linked to Just One Underlying Index
You are Exposed to the Market Risk of Each Underlying Index
The Market Value of Your Securities May Be Influenced By Many Unpredictable Factors
Investing in the Securities Is Not Equivalent to Investing in the Underlying Indexes; You Have No Shareholder Rights or Rights to Receive Any Underlying Index Stock
We May Sell an Additional Aggregate Stated Principal Amount of the Securities at a Different Issue Price
If You Purchase Your Securities at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Securities Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the Securities Will Be Negatively Affected

Risks Related to the Conflicts of Interest

Other Investors May Not Have the Same Interests as You

Additional Risks Related to the Nasdaq-100 Index® and the EURO STOXX 50® Index

An Investment in the Offered Securities 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 Underlying Index with Underlying Index Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Securities

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 indexes (including historical index closing values), the terms of the securities and certain risks.

 


 

Additional Risks Related to the Nasdaq-100 Index®

As Compared to Other Index Publishers, Nasdaq, Inc. Retains Significant Control and Discretionary Decision-Making Over the Nasdaq-100 Index®, Which May Have an Adverse Effect on the Level of the Nasdaq-100 Index® and on Your Securities

Risks Related to Tax

The Tax Consequences of an Investment in Your Securities Are Uncertain
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. 17,744:

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

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

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 indexes (including historical index closing values), the terms of the securities and certain risks.

 


 

The following risk factors are discussed in greater detail in the accompanying underlier supplement no. 46:

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

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 each underlying index publisher and the issuer, see “The Underliers — S&P 500® Index”, “The Underliers — Nasdaq-100 Index®” and “The Underliers — EURO STOXX 50® Index” on pages S-127, S-65 and S-35 of the accompanying underlier supplement no. 46, respectively.

 

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 indexes (including historical index closing values), the terms of the securities and certain risks.