424B2 1 bskmk189_prelim.htm 424B2 424B2

March 2025

Preliminary Pricing Supplement filed pursuant to Rule 424(b)(2) dated March 25, 2025 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS

Opportunities in U.S. and International Equities

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated March 25, 2025.

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GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Principal at Risk Securities

The Buffered Performance Leveraged Upside SecuritiesSM (Buffered PLUS) do not bear interest and are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. The amount that you will be paid on your Buffered PLUS at stated maturity is based on the performance of an equally weighted basket composed of the S&P 500® Index and the Nasdaq-100 Index® as measured from the pricing date to and including the valuation date.

The initial basket value is 100, and the final basket value (the basket closing value on the valuation date) will equal the sum of the products, as calculated separately for each index, of: (i) the index closing value of such index on the valuation date multiplied by (ii) its multiplier. The multiplier will equal, for each index, the quotient of (i) the weighting of such index multiplied by 100 divided by (ii) its initial basket component value.

At maturity, if the final basket value is greater than the initial basket value of 100, the return on your Buffered PLUS will be positive and equal to the product of the leverage factor multiplied by the basket percent increase (the percentage increase in the final basket value from the initial basket value), subject to the maximum payment at maturity. If the final basket value is equal to or less than the initial basket value but has not decreased by more than the buffer amount, you will receive the principal amount of your Buffered PLUS. However, if the final basket value has decreased from the initial basket value by more than the buffer amount, you will lose 1% for every 1% decline beyond the buffer amount, subject to the minimum payment at maturity. Declines in one underlying index may offset increases in the other underlying index.

The Buffered PLUS are for investors who seek the potential to earn at least 112.45% of any positive return of the basket, subject to the maximum payment at maturity, are willing to forgo interest payments and are willing to risk losing up to 90.00% of their investment if the final basket value has declined from the initial basket value by more than the buffer amount.

SUMMARY TERMS (continued on page PS-2)

Company (Issuer) / Guarantor:

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

Basket:

as described more fully below, an equally weighted basket composed of the S&P 500® Index (current Bloomberg symbol: “SPX Index”) and the Nasdaq-100 Index® (current Bloomberg symbol: “NDX Index”)

Principal amount:

$ in the aggregate on the original issue date; the aggregate principal amount may be increased if the company, at its sole option, decides to sell an additional amount on a date subsequent to the pricing date. On the stated maturity date, the company will pay, for each $1,000 of the outstanding principal amount, an amount in cash equal to the payment at maturity.

Pricing date:

expected to price on or about March 27, 2025

Original issue date:

expected to be April 1, 2025

Valuation date:

expected to be March 27, 2031, subject to adjustment as described in the accompanying general terms supplement

Stated maturity date:

expected to be April 1, 2031, subject to adjustment as described in the accompanying general terms supplement

Payment at maturity:

if the final basket value is greater than the initial basket value, $1,000 + the leveraged upside payment, subject to the maximum payment at maturity;
if the final basket value is equal to or less than the initial basket value, but has decreased from the initial basket value by an amount less than or equal to the buffer amount, $1,000; or
if the final basket value is less than the initial basket value and has decreased from the initial basket value by an amount greater than the buffer amount, (i) the product of $1,000 × the basket performance factor plus (ii) $100.00

Leveraged upside payment:

$1,000 × leverage factor × basket percent increase

Leverage factor (set on the pricing date):

at least 112.45%

Maximum payment at maturity:

$2,000.00 per Buffered PLUS (200.00% of the stated principal amount)

Minimum payment at maturity:

$100.00 per Buffered PLUS (10.00% of the stated principal amount)

Buffer amount:

10.00%

CUSIP / ISIN:

40058HEN5 / US40058HEN52

Underwriter:

Goldman Sachs & Co. LLC

Estimated value range:

$900 to $960 per Buffered PLUS. See the following page for more information.

 

Original issue price

Underwriting discount

Net proceeds to the issuer

100% of the principal amount

2.334% ($ in total)*

97.666% ($ in total)

* Morgan Stanley Wealth Management, acting as dealer for the offering, will receive a selling concession of $23.34 for each Buffered PLUS it sells. It has informed us that it intends to internally allocate $5.00 of the selling concession for each Buffered PLUS as a structuring fee.

Your investment in the Buffered PLUS involves certain risks, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-14. You should read the disclosure herein to better understand the terms and risks of your investment.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The Buffered PLUS are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Goldman Sachs & Co. LLC


 

 

SUMMARY TERMS (continued)

 

Basket (continued from previous page):

Basket component

Basket component weighting

Initial basket component value

Multiplier

S&P 500® Index

50.00%

Nasdaq-100 Index®

50.00%

 

 

We refer to each basket component singularly as an underlying index and together as the underlying indices. The initial basket component value of each underlying index is the index closing value of such underlying index on the pricing date.

 

 

Basket percent increase:

(final basket value - initial basket value) / initial basket value

Initial basket value:

100

Final basket value:

the basket closing value on the valuation date

Basket closing value:

the basket closing value on any day is the sum of the products of the basket component closing value of each underlying index times the applicable multiplier for such underlying index on such date.

Basket component closing value:

in the case of each underlying index, the index closing value of such underlying index.

Multiplier:

Each multiplier will be set on the pricing date based on the applicable underlying index’s respective initial basket component value so that each underlying index will represent its applicable basket component weighting in the predetermined initial basket value. Each multiplier will remain constant for the term of the Buffered PLUS and will equal, for each underlying index, (i) the product of the applicable basket component weighting times 100 divided by (ii) the applicable initial basket component value. See “Basket — Multiplier” above.

Basket performance factor:

final basket value / initial basket value

Authorized denominations:

$1,000 or any integral multiple of $1,000 in excess thereof

Listing:

the Buffered PLUS will not be listed on any securities exchange or interdealer quotation system

 

PS-2

March 2025


 

The issue price, underwriting discount and net proceeds listed on the cover page relate to the Buffered PLUS we sell initially. We may decide to sell additional Buffered PLUS after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in the Buffered PLUS will depend in part on the issue price you pay for such Buffered PLUS.

GS Finance Corp. may use this prospectus in the initial sale of the Buffered PLUS. In addition, Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use this prospectus in a market-making transaction in a Buffered PLUS after its initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.

Estimated Value of Your Buffered PLUS

The estimated value of your Buffered PLUS at the time the terms of your Buffered PLUS are set on the pricing date (as determined by reference to pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and taking into account our credit spreads) is expected to be in the range (the estimated value range) specified on the cover of this pricing supplement (per $1,000 principal amount), which is less than the original issue price. The value of your Buffered PLUS at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would initially buy or sell Buffered PLUS (if it makes a market, which it is not obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately the estimated value of your Buffered PLUS at the time of pricing, plus an additional amount (initially equal to $ per $1,000 principal amount).

The price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your Buffered PLUS (if it makes a market, which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your Buffered PLUS (as determined by reference to GS&Co.’s pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero from the time of pricing through , as described below). On and after , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your Buffered PLUS (if it makes a market) will equal approximately the then-current estimated value of your Buffered PLUS determined by reference to such pricing models.

With respect to the $ initial additional amount:

$ will decline to zero on a straight-line basis from the time of pricing through ; and
$ will decline to zero on a straight-line basis from through .

PS-3

March 2025


 

 

About Your Buffered PLUS

The Buffered PLUS 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 prospectus includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents listed below, does not set forth all of the terms of your Buffered PLUS and therefore should be read in conjunction with such documents:

The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms or features described in the listed documents may not apply to your Buffered PLUS.

We refer to the Buffered PLUS we are offering by this pricing supplement as the “offered Buffered PLUS” or the “Buffered PLUS”. Each of the offered Buffered PLUS has the terms described in this pricing supplement. Please note that in this pricing supplement, references to “GS Finance Corp.”, “we”, “our” and “us” mean only GS Finance Corp. and do not include its subsidiaries or affiliates, references to “The Goldman Sachs Group, Inc.”, our parent company, mean only The Goldman Sachs Group, Inc. and do not include its subsidiaries or affiliates and references to “Goldman Sachs” mean The Goldman Sachs Group, Inc. together with its consolidated subsidiaries and affiliates, including us.

Please note that, for purposes of this pricing supplement, references in the general terms supplement no. 17,741 to “underlier(s)”, “indices”, “exchange-traded fund(s)”, “index stock(s)”,“lesser performing”, “trade date”, “underlier sponsor”, “determination date”, “face amount”, “level” and “cash settlement amount” shall be deemed to refer to “underlying(s)”, “underlying index(es)”, “underlying ETF(s)”, “underlying stock(s)”, “worst performing”, “pricing date”, “underlying index publisher”, “valuation date”, “principal amount”, “value” and “payment at maturity”, respectively. In addition, for purposes of this pricing supplement, references in the general terms supplement no. 17,741 to “trading day” shall be deemed to refer to “underlying business day”, “index business day” or “ETF business day”, as applicable, and references to “closing level” shall be deemed to refer to “closing price”, “closing value”, “index closing value” or “ETF closing price”, as applicable.

Please note that, for purposes of this pricing supplement, references in the underlier supplement no. 44 to “underlier(s)”, “indices”, “lesser performing”, “trade date” and “underlier sponsor” shall be deemed to refer to “underlying(s)”, “underlying index(es)”, “worst performing”, “pricing date” and “underlying index publisher”, respectively.

The Buffered PLUS will be issued under the senior debt indenture, dated as of October 10, 2008, as supplemented by the First Supplemental Indenture, dated as of February 20, 2015, each among us, as issuer, The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. This indenture, as so supplemented and as further supplemented thereafter, is referred to as the “GSFC 2008 indenture” in the accompanying prospectus supplement.

The Buffered PLUS will be issued in book-entry form and represented by master note no 3, dated March 22, 2021.

 

PS-4

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Investment Summary

Buffered Performance Leveraged Upside Securities

The Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031 (the “Buffered PLUS”) can be used:

As an alternative to direct exposure to the basket that enhances returns for a limited range of positive performance of the basket, subject to the maximum payment at maturity
To potentially outperform the basket with respect to moderate increases in the basket from the initial basket value to the final basket value
To provide a buffer against a 10.00% negative performance of the basket from the initial basket value to the final basket value

However, you will not receive dividends on the stocks comprising the underlying indices (the “underlying index stocks”) or any interest payments on your Buffered PLUS.

If the final basket value is less than the initial basket value by more than the buffer amount, the Buffered PLUS are exposed on a 1:1 basis to the negative performance of the basket beyond the buffer amount, subject to the minimum payment at maturity.

Key Investment Rationale

The Buffered PLUS offer leveraged exposure to a limited range of positive performance of the basket. In exchange for enhanced performance of at least 112.45% of the appreciation of the basket, investors forgo performance above the maximum payment at maturity. At maturity, if the basket has appreciated in value, investors will receive the stated principal amount of their investment plus the leveraged upside payment, subject to the maximum payment at maturity. If the basket has not appreciated in value or has depreciated in value, but the final basket value has not declined from the initial basket value by more than the buffer amount, investors will receive the stated principal amount of their investment. However, if the basket has depreciated in value by more than the buffer amount, investors will lose 1.00% for every 1.00% decline in the basket value beyond the buffer amount from the pricing date to the valuation date of the Buffered PLUS, subject to the minimum payment at maturity. Under these circumstances, the payment at maturity will be less than the stated principal amount. Investors will not receive dividends on the underlying index stocks or any interest payments on the Buffered PLUS and investors may lose up to 90.00% of their initial investment in the Buffered PLUS. All payments on the Buffered PLUS are subject to the credit risk of GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor.

Leveraged Performance Up to a Cap

The Buffered PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the basket, within a limited range of positive performance. However, investors will not receive dividends on the underlying index stocks or any interest payments on the Buffered PLUS.

Upside Scenario

The basket increases in value. In this case, you receive a full return of principal as well as at least 112.45% of the increase in the value of the basket, subject to the maximum payment at maturity. For example, if the final basket value is 2.00% greater than the initial basket value, the Buffered PLUS will provide a total return of 2.249% at maturity.

Par Scenario

The final basket value is equal to the initial basket value or is less than the initial basket value but has not declined by more than the buffer amount. In this case, you receive the stated principal amount of $1,000 at maturity even if the basket has depreciated by up to the buffer amount.

Downside Scenario

The basket declines in value by more than the buffer amount. In this case, you receive less than the stated principal amount by an amount proportionate to the decline in the value of the basket from the initial basket value, plus the buffer amount. For example, if the final basket value is 50.00% less than the initial basket value, the Buffered PLUS will provide at maturity a loss of 40.00% of principal. In this case, you receive $600.00 per Buffered PLUS, or 60.00% of the stated principal amount. The minimum payment at maturity on the Buffered PLUS is equal to $100.00 per Buffered PLUS.

 

 

PS-5

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Hypothetical Examples

The following examples are provided for purposes of illustration only. They should not be taken as an indication or prediction of future investment results and merely are intended to illustrate the impact that the various hypothetical basket closing values or hypothetical closing values of the underlying indices on the valuation date could have on the payment at maturity assuming all other variables remain constant.

The information in the following examples reflects hypothetical rates of return on the offered Buffered PLUS assuming that they are purchased on the original issue date at the stated principal amount and held to the stated maturity date. If you sell your Buffered PLUS in a secondary market prior to the stated maturity date, your return will depend upon the market value of your Buffered PLUS at the time of sale, which may be affected by a number of factors that are not reflected in the examples below such as interest rates, the volatility of the underlying indices and the creditworthiness of GS Finance Corp., as issuer, and the creditworthiness of The Goldman Sachs Group, Inc., as guarantor.

For these reasons, the actual performance of the basket over the life of your Buffered PLUS, as well as the amount payable at maturity, may bear little relation to the hypothetical examples shown below or to the historical index closing values shown elsewhere in this pricing supplement. For information about the historical values of the underlying indices during recent periods, see “The Basket and the Underlying Indices — Historical Index Closing Values of the Underlying Indices and Basket Closing Values” below.

Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your Buffered PLUS, tax liabilities could affect the after-tax rate of return on your Buffered PLUS to a comparatively greater extent than the after-tax return on the underlying index stocks.

The below examples are based on the following terms:

Stated principal amount:

$1,000 per Buffered PLUS

Leverage factor:

112.45%

Buffer amount:

10.00%

Maximum payment at maturity:

$2,000.00 per Buffered PLUS (200.00% of the stated principal amount)

Minimum payment at maturity:

$100.00 per Buffered PLUS (10.00% of the stated principal amount)

 

PS-6

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

 

Buffered PLUS Payoff Diagram

 

img147638866_1.jpg

How it works

Upside Scenario. If the final basket value is greater than the initial basket value, investors will receive the $1,000 stated principal amount plus 112.45% of the appreciation of the basket from the pricing date to the valuation date of the Buffered PLUS, subject to the maximum payment at maturity. Under the terms of the Buffered PLUS, investors will realize the maximum payment at maturity at a final basket value of approximately 188.928% of the initial basket value.

If the basket appreciates 2.00%, investors will receive a 2.249% return, or $1,022.49 per Buffered PLUS.

If the basket appreciates 90.00%, investors will receive only the maximum payment at maturity of $2,000.00 per Buffered PLUS, or 200.00% of the stated principal amount.

Par Scenario. If the final basket value is equal to or less than the initial basket value but has decreased from the initial basket value by an amount less than or equal to the buffer amount of 10.00%, investors will receive the stated principal amount of $1,000 per Buffered PLUS.

If the basket depreciates 5.00%, investors will receive the $1,000 stated principal amount per Buffered PLUS.

Downside Scenario. If the final basket value is less than the initial basket value and has decreased from the initial basket value by an amount greater than the buffer amount of 10.00%, investors will receive an amount that is less than the stated principal amount by an amount that is proportionate to the percentage decrease of the basket from the initial basket value to the final basket value, plus the buffer amount of 10.00%. The minimum payment at maturity is $100.00 per Buffered PLUS.

If the basket depreciates 50.00%, investors will lose 40.00% of their principal and receive only $600.00 per Buffered PLUS at maturity, or 60.00% of the stated principal amount.

 

PS-7

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Additional Hypothetical Examples

The values in the left column of the table below represent hypothetical final basket values and are expressed as percentages of the initial basket value. The amounts in the right column represent the hypothetical payments at maturity, based on the corresponding hypothetical final basket value, and are expressed as percentages of the stated principal amount of a Buffered PLUS (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical payment at maturity of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding stated principal amount of the offered Buffered PLUS on the stated maturity date would equal 100.000% of the stated principal amount of a Buffered PLUS, based on the corresponding hypothetical final basket value and the assumptions noted above.

 

Hypothetical Final Basket Value

(as Percentage of Initial Basket Value)

Hypothetical Payment at Maturity

(as Percentage of Stated Principal Amount)

225.000%

200.000%

200.000%

200.000%

190.000%

200.000%

188.928%

200.000%

175.000%

184.338%

150.000%

156.225%

125.000%

128.113%

100.000%

100.000%

98.000%

100.000%

95.000%

100.000%

90.000%

100.000%

75.000%

85.000%

50.000%

60.000%

25.000%

35.000%

10.000%

20.000%

0.000%

10.000%

 

As shown in the table above:

If, for example, the final basket value were determined to be 25.000% of the initial basket value, the payment at maturity that we would deliver on your Buffered PLUS at maturity would be 35.000% of the stated principal amount of your Buffered PLUS. As a result, if you purchased your Buffered PLUS on the original issue date at the stated principal amount and held them to the stated maturity date, you would lose 65.000% of your investment (if you purchased your Buffered PLUS at a premium to stated principal amount you would lose a correspondingly higher percentage of your investment).
If the final basket value were determined to be 225.000% of the initial basket value, the payment at maturity that we would deliver on your Buffered PLUS at maturity would be limited to the maximum payment at maturity, or 200.000% of each $1,000 principal amount of your Buffered PLUS. As a result, if you held your Buffered PLUS to the stated maturity date, you would not benefit from any increase in the final basket value over approximately 188.928% of the initial basket value.

The following examples illustrate the hypothetical payment at maturity for each Buffered PLUS based on hypothetical basket component closing values on the valuation date (which we refer to as the final basket component values) for each of the underlying indices, calculated based on the key terms and assumptions above. The values in Column A represent hypothetical initial basket component values for each underlying index, and the values in Column B represent the hypothetical final basket component values for each of the underlying indices. The percentages in Column C represent hypothetical final basket component values for each underlying index in Column B expressed as percentages of the corresponding hypothetical initial basket component values in Column A. The amounts in Column D represent the applicable multiplier for each underlying index, and the amounts in Column E represent the products of the values in Column B times the corresponding amounts in Column D. The final basket value for each example is shown beneath each example, and will equal the sum of the products shown in Column E. The basket percent increase will equal the quotient of

PS-8

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

(i) the final basket value for such example minus the initial basket value divided by (ii) the initial basket value, expressed as a percentage. The values below have been rounded for ease of analysis.

Example 1: The final basket value is greater than the initial basket value. The payment at maturity amount equals the maximum payment at maturity.

 

Column A

Column B

Column C

Column D

Column E

 

 

 

 

 

 

Underlying Index

Hypothetical Initial Basket Component Value

Hypothetical Final Basket Component Value

Column B /
Column A

Hypothetical Multiplier

Column B x

Column D

S&P 500® Index

(50.00% weighting)

100.00

300.00

300.00%

0.50000

150.00

Nasdaq-100 Index® (50.00% weighting)

100.00

300.00

300.00%

0.50000

150.00

 

 

 

 

Final Basket Value:

300.00

 

 

 

 

Basket Percent Increase:

200.00%

 

In this example, the hypothetical final basket component values for all of the underlying indices are greater than the applicable hypothetical initial basket component values, which results in the hypothetical final basket value being greater than the initial basket value of 100.00. Since the hypothetical final basket value was determined to be 300.00, the hypothetical payment at maturity for each $1,000 principal amount of your Buffered PLUS will equal $1,000 + leveraged upside payment, which equals:

$1,000 + ($1,000 × 112.45% × 200.00%) = $3,249.00, which exceeds the maximum payment amount of $2,000.00.

Since this hypothetical payment at maturity exceeds the maximum payment amount, the hypothetical payment at maturity that we would deliver on your Buffered PLUS would be the maximum payment amount of $2,000.00 for each $1,000 face amount of your Buffered PLUS (i.e. 200.00% of each $1,000 principal amount of your Buffered PLUS).

PS-9

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Example 2: The final basket value is greater than the initial basket value.

 

 

Column A

Column B

Column C

Column D

Column E

 

 

 

 

 

 

Underlying Index

Hypothetical Initial Basket Component Value

Hypothetical Final Basket Component Value

Column B /
Column A

Hypothetical Multiplier

Column B x

Column D

S&P 500® Index

(50.00% weighting)

100.00

102.00

102.00%

0.50000

51.00

Nasdaq-100 Index® (50.00% weighting)

100.00

102.00

102.00%

0.50000

51.00

 

 

 

 

Final Basket Value:

102.00

 

 

 

 

Basket Percent Increase:

2.00%

In this example, the hypothetical final basket component values for all of the underlying indices are greater than the applicable hypothetical initial basket component values, which results in the hypothetical final basket value being greater than the initial basket value of 100.00. Since the hypothetical final basket value was determined to be 102.00, the hypothetical payment at maturity for each $1,000 principal amount of your Buffered PLUS will equal $1,000 + the leveraged upside payment, which equals:

$1,000 + ($1,000 × 112.45% × 2.00%) = $1,022.49.

PS-10

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Example 3: The final basket value is less than the initial basket value but has decreased from the initial basket value by an amount less than or equal to the buffer amount. The payment at maturity equals the $1,000 principal amount.

 

 

Column A

Column B

Column C

Column D

Column E

 

 

 

 

 

 

Underlying Index

Hypothetical Initial Basket Component Value

Hypothetical Final Basket Component Value

Column B /
Column A

Hypothetical Multiplier

Column B x

Column D

S&P 500® Index

(50.00% weighting)

100.00

92.00

92.00%

0.50000

46.00

Nasdaq-100 Index® (50.00% weighting)

100.00

92.00

92.00%

0.50000

 

46.00

 

 

 

 

Final Basket Value:

92.00

In this example, the hypothetical final basket component values for all of the underlying indices are less than the applicable initial basket component values, which results in the hypothetical final basket value being less than the initial basket value of 100.00. Since the hypothetical final basket value of 92.00 is less than the initial basket value by an amount less than or equal to the buffer amount, the hypothetical payment at maturity for each $1,000 principal amount of your Buffered PLUS will equal the principal amount of the Buffered PLUS, or $1,000.

PS-11

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Example 4: The final basket value is less than initial basket value and has decreased from the initial basket value by an amount greater than the buffer amount. The cash settlement amount is less than the $1,000 principal amount.

Column A

Column B

Column C

Column D

Column E

Underlying Index

Hypothetical Initial Basket Component Value

Hypothetical Final Basket Component Value

Column B /
Column A

Hypothetical Multiplier

Column B x

Column D

 S&P 500® (50.00% weighting)

100.00

30.00

30.00%

0.50000

15.00

Nasdaq-100 Index® (50.00% weighting)

100.00

120.00

120.00%

0.50000

60.00

Final Basket Value:

75.00

In this example, the hypothetical final basket component value of the S&P 500®Index is less than its hypothetical initial basket component value, while the hypothetical final basket component value of the Nasdaq-100 Index® is greater than its hypothetical initial basket component value.

In this example, the large decline in the S&P 500® Index results in the hypothetical final basket value being less than the initial basket value of 100.00 even though the Nasdaq-100 Index® increased.

Since the hypothetical final basket value of 75.00 is less than the initial basket value by an amount greater than the buffer amount, the hypothetical payment at maturity for each $1,000 principal amount of your Buffered PLUS will equal $1,000 times the basket performance factor plus $100.00, which equals:

($1,000 x (75.00/100.00)) + $100.00 = $850.00

PS-12

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Example 5: The final basket value is less than initial basket value and has decreased from the initial basket value by an amount greater than the buffer amount. The cash settlement amount is less than the $1,000 principal amount.

 

 

Column A

Column B

Column C

Column D

Column E

 

 

 

 

 

 

Underlying Index

Hypothetical Initial Basket Component Value

Hypothetical Final Basket Component Value

Column B /
Column A

Hypothetical Multiplier

Column B x

Column D

 S&P 500® (50.00% weighting)

100.00

60.00

60.00%

0.50000

30.00

Nasdaq-100 Index® (50.00% weighting)

100.00

60.00

60.00%

0.50000

 

30.00

 

 

 

 

Final Basket Value:

60.00

 

In this example, the hypothetical final basket component values for all of the underlying indices are less than the applicable hypothetical initial basket component values, which results in the hypothetical final basket value being less than the initial basket value of 100.00. Since the hypothetical final basket value of 60.00 is less than the initial basket value by an amount greater than the buffer amount, the hypothetical payment at maturity for each $1,000 principal amount of your Buffered PLUS will equal $1,000 times the basket performance factor plus $100.00, which equals:

($1,000 x (60.00/100.00)) + $100.00= $700.00

 

 

PS-13

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Risk Factors

An investment in your Buffered PLUS is subject to the risks described below, as well as the risks and considerations described in the accompanying prospectus, in the accompanying prospectus supplement, under “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement and under “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement. You should carefully review these risks and considerations as well as the terms of the Buffered PLUS described herein and in the accompanying prospectus, the accompanying prospectus supplement, the accompanying underlier supplement and the accompanying general terms supplement. Your Buffered PLUS are a riskier investment than ordinary debt securities. Also, your Buffered PLUS are not equivalent to investing directly in the underlying index stocks, i.e., with respect to an underlying index to which your Buffered PLUS are linked, the stocks comprising such underlying index. You should carefully consider whether the offered Buffered PLUS are appropriate given your particular circumstances.

Risks Related to Structure, Valuation and Secondary Market Sales

Your Buffered PLUS Do Not Bear Interest

You will not receive any interest payments on your Buffered PLUS. As a result, even if the payment at maturity payable for your Buffered PLUS on the stated maturity date exceeds the stated principal amount of your Buffered PLUS, the overall return you earn on your Buffered PLUS may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.

You May Lose a Substantial Portion of Your Investment in the Buffered PLUS

You can lose a substantial portion of your investment in the Buffered PLUS. The cash payment on your Buffered PLUS on the stated maturity date will be based on the performance of an equally weighted basket, comprised of the underlying indices, as measured from the initial basket value set on the pricing date to the basket closing value on the valuation date. If the final basket value has declined from the initial basket value by more than the buffer amount, you will lose 1.00% of the stated principal amount of your Buffered PLUS for every 1.00% decline in the basket value beyond the buffer amount, subject to the minimum payment at maturity. Thus, you may lose a substantial portion of your investment in the Buffered PLUS.

Also, the market price of your Buffered PLUS prior to the stated maturity date may be significantly lower than the purchase price you pay for your Buffered PLUS. Consequently, if you sell your Buffered PLUS before the stated maturity date, you may receive far less than the amount of your investment in the Buffered PLUS.

The Buffered PLUS Are Subject to the Credit Risk of the Issuer and the Guarantor

Although the return on the Buffered PLUS will be based on the performance of the underlying indices, the payment of any amount due on the Buffered PLUS is subject to the credit risk of GS Finance Corp., as issuer of the Buffered PLUS, and the credit risk of The Goldman Sachs Group, Inc., as guarantor of the Buffered PLUS. The Buffered PLUS are our unsecured obligations. Investors are dependent on our ability to pay all amounts due on the Buffered PLUS, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Similarly, investors are dependent on the ability of The Goldman Sachs Group, Inc., as guarantor of the Buffered PLUS, to pay all amounts due on the Buffered PLUS, and therefore are also subject to its credit risk and to changes in the market’s view of its creditworthiness. See “Description of the Notes We May Offer — Information About Our Medium-Term Notes, Series F Program — How the Notes Rank Against Other Debt” in the accompanying prospectus supplement and “Description of Debt Securities We May Offer— Guarantee by The Goldman Sachs Group, Inc.” in the accompanying prospectus.

The Return on Your Buffered PLUS Will Be Limited

Your ability to participate in any change in the value of the basket over the life of your Buffered PLUS will be limited because of the maximum payment at maturity. The maximum payment at maturity will limit the payment at maturity you may receive for each of your Buffered PLUS, no matter how much the value of the basket may rise over the life of your Buffered PLUS. Although the leverage factor provides at least 112.45% exposure to any increase in the final basket value over the initial basket value, because the payment at maturity will be limited to 200.00% of the stated principal amount per Buffered PLUS, any increase in the final basket value over the initial basket value by more than approximately 88.928% of the initial basket value will not further increase the return on the Buffered PLUS. Accordingly, the amount payable for each of your Buffered PLUS may be significantly less than it would have been had you invested directly in the underlying indices.

PS-14

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

 

The Lower Performance of One Underlying Index May Offset an Increase in the Other Underlying Index

Declines in the value of one underlying index may offset an increase in the value of the other underlying index. As a result, any return on the basket — and thus on your Buffered PLUS — may be reduced or eliminated, which will have the effect of reducing the amount payable in respect of your Buffered PLUS at maturity.

The Estimated Value of Your Buffered PLUS At the Time the Terms of Your Buffered PLUS 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 Buffered PLUS

The original issue price for your Buffered PLUS exceeds the estimated value of your Buffered PLUS as of the time the terms of your Buffered PLUS are set on the pricing date, as determined by reference to GS&Co.’s pricing models and taking into account our credit spreads. Such estimated value on the pricing date is set forth above under “Estimated Value of Your Buffered PLUS”; after the pricing date, the estimated value as determined by reference to these models will be affected by changes in market conditions, the creditworthiness of GS Finance Corp., as issuer, the creditworthiness of The Goldman Sachs Group, Inc., as guarantor, and other relevant factors. The price at which GS&Co. would initially buy or sell your Buffered PLUS (if GS&Co. makes a market, which it is not obligated to do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your Buffered PLUS as determined by reference to these models. As agreed by GS&Co. and the distribution participants, this excess (i.e., the additional amount described under “Estimated Value of Your Buffered PLUS”) will decline to zero over the period from the date hereof through the applicable date set forth above under “Estimated Value of Your Buffered PLUS”. Thereafter, if GS&Co. buys or sells your Buffered PLUS it will do so at prices that reflect the estimated value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your Buffered PLUS at any time also will reflect its then current bid and ask spread for similar sized trades of structured securities.

In estimating the value of your Buffered PLUS as of the time the terms of your Buffered PLUS are set on the pricing date, as disclosed above under “Estimated Value of Your Buffered PLUS”, GS&Co.’s pricing models consider certain variables, including principally our credit spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the Buffered PLUS. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your Buffered PLUS in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your Buffered PLUS determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others. See “— The Market Value of Your Buffered PLUS May Be Influenced By Many Unpredictable Factors” below.

The difference between the estimated value of your Buffered PLUS as of the time the terms of your Buffered PLUS are set on the pricing date and the original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the Buffered PLUS, and an estimate of the difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your Buffered PLUS. We pay to GS&Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe under your Buffered PLUS.

In addition to the factors discussed above, the value and quoted price of your Buffered PLUS at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the Buffered PLUS, the price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc. These changes may adversely affect the value of your Buffered PLUS, including the price you may receive for your Buffered PLUS in any market making transaction. To the extent that GS&Co. makes a market in the Buffered PLUS, the quoted price will reflect the estimated value determined by reference to GS&Co.’s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured Buffered PLUS (and subject to the declining excess amount described above).

Furthermore, if you sell your Buffered PLUS, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your Buffered PLUS in a secondary market sale.

PS-15

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

There is no assurance that GS&Co. or any other party will be willing to purchase your Buffered PLUS at any price and, in this regard, GS&Co. is not obligated to make a market in the Buffered PLUS. See “Additional Risk Factors Specific to the Notes— Your Notes May Not Have an Active Trading Market” in the accompanying general terms supplement.

The Amount Payable on Your Buffered PLUS Is Not Linked to the Basket Component Closing Values of the Underlying Indices at Any Time Other than the Valuation Date

The final basket value will be based on the basket component closing value of each of the underlying indices on the valuation date (subject to adjustment as described elsewhere in this pricing supplement). Therefore, if the basket index closing values of the underlying indices dropped precipitously on the valuation date, the payment at maturity for your Buffered PLUS may be significantly less than it would have been had the payment at maturity been linked to the basket index closing values prior to such drop in the values of the underlying indices. Although the actual value of the underlying indices on the stated maturity date or at other times during the life of your Buffered PLUS may be higher than the basket component closing values of the underlying indices on the valuation date, you will not benefit from the basket component closing values of the underlying indices at any time other than on the valuation date.

The Market Value of Your Buffered PLUS May Be Influenced By Many Unpredictable Factors

When we refer to the market value of your Buffered PLUS, we mean the value that you could receive for your Buffered PLUS if you chose to sell them in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence the market value of your Buffered PLUS, including:

the value of the basket and the underlying indices;
the volatility – i.e., the frequency and magnitude of changes – in the index closing values of the underlying indices;
the dividend rates of the underlying index stocks;
economic, financial, regulatory, political, military, public health and other events that affect stock markets generally and the underlying index stocks and which may affect the index closing values of the underlying indices;
interest rates and yield rates in the market;
the time remaining until your Buffered PLUS mature; and
our creditworthiness and the creditworthiness of The Goldman Sachs Group, Inc., whether actual or perceived, including actual or anticipated upgrades or downgrades in our credit ratings or the credit ratings of The Goldman Sachs Group, Inc. or changes in other credit measures.

Without limiting the foregoing, the market value of your Buffered PLUS may be negatively impacted by increasing interest rates. Such adverse impact of increasing interest rates could be significantly enhanced in Buffered PLUS with longer-dated maturities, the market values of which are generally more sensitive to increasing interest rates.

These factors, and many other factors, will influence the price you will receive if you sell your Buffered PLUS before maturity, including the price you may receive for your Buffered PLUS in any market making transaction. If you sell your Buffered PLUS before maturity, you may receive less than the principal amount of your Buffered PLUS or the amount you may receive at maturity.

You cannot predict the future performances of the underlying indices based on their historical performance. The actual performances of the underlying indices over the life of the offered Buffered PLUS or the payment at maturity may bear little or no relation to the historical index closing values of the underlying indices or to the hypothetical examples shown elsewhere in this pricing supplement.

Investing in the Buffered PLUS Is Not Equivalent to Investing in the Underlying Indices; You Have No Shareholder Rights or Rights to Receive Any Underlying Index Stock

Investing in your Buffered PLUS is not equivalent to investing in the underlying indices and will not make you a holder of any of the underlying index stocks. Neither you nor any other holder or owner of your Buffered PLUS will have any rights with respect to the underlying index stocks, including any voting rights, any rights to receive dividends or other distributions, any rights to make a claim against the underlying index stocks or any other rights of a holder of the underlying index stocks. Your Buffered PLUS will be paid in cash and you will have no right to receive delivery of any underlying index stocks.

 

PS-16

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

We May Sell an Additional Aggregate Stated Principal Amount of the Buffered PLUS at a Different Issue Price

At our sole option, we may decide to sell an additional aggregate stated principal amount of the Buffered PLUS subsequent to the date of this pricing supplement. The issue price of the Buffered PLUS in the subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement.

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

The payment at maturity will not be adjusted based on the issue price you pay for the Buffered PLUS. If you purchase Buffered PLUS at a price that differs from the stated principal amount of the Buffered PLUS, then the return on your investment in such Buffered PLUS held to the stated maturity date will differ from, and may be substantially less than, the return on Buffered PLUS purchased at stated principal amount. If you purchase your Buffered PLUS at a premium to stated principal amount and hold them to the stated maturity date the return on your investment in the Buffered PLUS will be lower than it would have been had you purchased the Buffered PLUS at stated principal amount or a discount to stated principal amount.

Risks Related to Conflicts of Interest

Other Investors May Not Have the Same Interests as You

Other investors in the Buffered PLUS are not required to take into account the interests of any other investor in exercising remedies or voting or other rights in their capacity as securityholders. The interests of other investors may, in some circumstances, be adverse to your interests. Further, other investors in the market may take short positions (directly or indirectly through derivative transactions) on assets that are the same or similar to your Buffered PLUS, the underlying stocks or other similar securities, which may adversely impact the market for or value of your Buffered PLUS.

Additional Risks Related to the Nasdaq-100 Index®

As Compared to Other Index Sponsors, 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

Pursuant to the Nasdaq-100 Index® methodology, Nasdaq, Inc. retains the right, from time to time, to exercise reasonable discretion as it deems appropriate in order to ensure Nasdaq-100 Index® integrity, including, but not limited to, changes to quantitative inclusion criteria. Nasdaq, Inc. may also, due to special circumstances, apply discretionary adjustments to ensure and maintain quality of the Nasdaq-100 Index®. Although it is unclear how and to what extent this discretion could or would be exercised, it is possible that it could be exercised by Nasdaq, Inc. in a manner that materially and adversely affects the level of the Nasdaq-100 Index® and therefore your securities. Nasdaq, Inc. is not obligated to, and will not, take account of your interests in exercising the discretion described above.

An Investment in the Offered Buffered PLUS Is Subject to Risks Associated with Foreign Securities Markets

The value of your Buffered PLUS is linked, in part, to an underlying index that is comprised, in part, of stocks from one or more foreign securities markets. Investments linked to the value of foreign equity securities involve particular risks. Any foreign securities market may be less liquid, more volatile and affected by global or domestic market developments in a different way than are the U.S. securities market or other foreign securities markets. Both government intervention in a foreign securities market, either directly or indirectly, and cross-shareholdings in foreign companies, may affect trading prices and volumes in that market. Also, there is generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting requirements of the U.S. Securities and Exchange Commission. Further, foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.

The prices of securities in a foreign country are subject to political, economic, financial and social factors that are unique to such foreign country's geographical region. These factors include: recent changes, or the possibility of future changes, in the applicable foreign government's economic and fiscal policies; the possible implementation of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign companies or investments in foreign equity securities; fluctuations, or the possibility of fluctuations, in currency exchange rates; and the possibility of outbreaks of hostility, political instability, natural disaster or adverse public health developments. The United Kingdom ceased to be a member of the European Union on January 31, 2020 (an event commonly referred to as “Brexit”). The effects of Brexit are uncertain, and,

PS-17

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

among other things, Brexit has contributed, and may continue to contribute, to volatility in the prices of securities of companies located in Europe (or elsewhere) and currency exchange rates, including the valuation of the euro and British pound in particular. Any one of these factors, or the combination of more than one of these factors, could negatively affect such foreign securities market and the price of securities therein. Further, geographical regions may react to global factors in different ways, which may cause the prices of securities in a foreign securities market to fluctuate in a way that differs from those of securities in the U.S. securities market or other foreign securities markets. Foreign economies may also differ from the U.S. economy in important respects, including growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency, which may have a positive or negative effect on foreign securities prices.

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 Buffered PLUS

Government regulatory action, including legislative acts and executive orders, could cause 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 Buffered PLUS in a variety of ways, depending on the nature of such government regulatory action and the underlying index stocks that are affected. For example, recent executive orders issued by the United States Government prohibit United States persons from purchasing or selling publicly traded securities of certain companies that are determined to operate or have operated in the defense and related materiel sector or the surveillance technology sector of the economy of the People’s Republic of China, or publicly traded securities that are derivative of, or that are designed to provide investment exposure to, those securities (including indexed securities). If the prohibitions in those executive orders (or prohibitions under other government regulatory action) become applicable to underlying index stocks that are currently included in an underlying index or that in the future are included in an underlying index, such underlying index stocks may be removed from an underlying index. If government regulatory action results in the removal of underlying index stocks that have (or historically have had) significant weight in an underlying index, such removal could have a material and negative effect on the value of such underlying index and, therefore, your investment in the Buffered PLUS. Similarly, if underlying index stocks that are subject to those executive orders or subject to other government regulatory action are not removed from an underlying index, the value of the Buffered PLUS could be materially and negatively affected, and transactions in, or holdings of, the Buffered PLUS may become prohibited under United States law. Any failure to remove such underlying index stocks from an underlying index could result in the loss of a significant portion or all of your investment in the Buffered PLUS, including if you attempt to divest the Buffered PLUS at a time when the value of the Buffered PLUS has declined.

Risks Related to Tax

Your Buffered PLUS May Be Subject to an Adverse Change in Tax Treatment in the Future

The tax consequences of an investment in your Buffered PLUS are uncertain, both as to the timing and character of any inclusion in income in respect of your Buffered PLUS.

The Internal Revenue Service announced on December 7, 2007 that it is considering issuing guidance regarding the proper U.S. federal income tax treatment of an instrument such as your Buffered PLUS that are currently characterized as pre-paid derivative contracts, and any such guidance could adversely affect the tax treatment and the value of your Buffered PLUS. Among other things, the Internal Revenue Service may decide to require the holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity, and could subject non-U.S. investors to withholding tax. Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your Buffered PLUS after the bill was enacted to accrue interest income over the term of such instruments even though there will be no interest payments over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your Buffered PLUS. We describe these developments in more detail under “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying general terms supplement. You should consult your tax advisor about this matter. Except to the extent otherwise provided by law, GS Finance Corp. intends to continue treating the Buffered PLUS for U.S. federal income tax purposes in accordance with the treatment described under “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying general terms supplement unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your Buffered PLUS in your particular circumstances.

PS-18

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Non-United States Holders Should Consider the Withholding Tax Implications of Owning the Buffered PLUS

The Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial

instruments (“871(m) financial instruments”) that are treated as attributable to U.S.-source dividends could be treated, in

whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30%

(or a lower rate under an applicable treaty), which in the case of any amounts you receive upon the sale, exchange, or maturity of your Buffered PLUS, could be collected via withholding. If these regulations were to apply to the Buffered PLUS, we may be required to withhold such taxes if any U.S.-source dividends are paid on stocks included in the basket components during the term of the Buffered PLUS. We could also require you to make certifications (e.g., an applicable Internal Revenue Service Form W-8) prior to the maturity of the Buffered PLUS in order to avoid or minimize withholding obligations, and we could withhold accordingly (subject to your potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were not satisfactory. If withholding was required, we would not be required to pay any additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January 1, 2027, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations will not apply to financial instruments that reference a “qualified index” (as defined in the regulations). We have determined that, as of the issue date of your Buffered PLUS, your Buffered PLUS will not be subject to withholding under these rules. In certain limited circumstances, however, you should be aware that it is possible for non-United States holders to be liable for tax under these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when no withholding is required. You should consult your tax advisor concerning these regulations, subsequent official guidance and regarding any other possible alternative characterizations of your Buffered PLUS for U.S. federal income tax purposes.

Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Buffered PLUS, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Buffered PLUS to Provide Information to Tax Authorities

Please see the discussion under “United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your Buffered PLUS.

 

PS-19

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

The Basket and the Underlying Indices

The Basket

The basket is composed of two underlying indices with the following basket component weightings within the basket: the S&P 500® Index (50.00% weighting) and the Nasdaq-100 Index® (50.00% weighting).

S&P 500® Index

The S&P 500® Index includes a representative sample of 500 companies in leading industries of the U.S. economy and is intended to provide a performance benchmark for the large-cap U.S. equity markets. For more details about the S&P 500® Index, the underlying index publisher and license agreement between the underlying index publisher and the issuer, see “The Underliers — S&P 500® Index” in the accompanying underlier supplement.

The S&P 500® Index is a product of S&P Dow Jones Indices LLC, and has been licensed for use by GS Finance Corp. (“Goldman”). Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC; Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) and these trademarks have been licensed for use by S&P Dow Jones Indices LLC and sublicensed for certain purposes by Goldman. Goldman’s Buffered PLUS are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, Standard & Poor’s Financial Services LLC or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, Standard & Poor’s Financial Services LLC or any of their respective affiliates make any representation regarding the advisability of investing in such Buffered PLUS.

Nasdaq-100 Index®

The Nasdaq-100 Index® is a modified market capitalization-weighted index that is designed to measure the performance of 100 of the largest Nasdaq listed non-financial stocks listed. For more details about the Nasdaq-100 Index®, the underlying index publisher and license agreement between the underlying index publisher and the issuer, see “The Underliers — The Nasdaq-100 Index® in the accompanying underlier supplement.

The Product(s) is not sponsored, endorsed, sold or promoted by Nasdaq, Inc. or its affiliates (Nasdaq, with its affiliates, are referred to as the “Corporations”). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Product(s). The Corporations make no representation or warranty, express or implied to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly, or the ability of the Nasdaq-100® Index to track general stock market performance. The Corporations' only relationship to GS Finance Corp. (“Licensee”) is in the licensing of the Nasdaq®, Nasdaq-100 Index®, and certain trade names of the Corporations and the use of the Nasdaq-100 Index® which is determined, composed and calculated by Nasdaq without regard to Licensee or the Product(s). Nasdaq has no obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the Nasdaq-100 Index®. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Product(s).

The Corporations do not guarantee the accuracy and/or uninterrupted calculation of Nasdaq-100 Index® or any data included therein. The Corporations make no warranty, express or implied, as to results to be obtained by Licensee, owners of the product(s), or any other person or entity from the use of the Nasdaq-100 Index® or any data included therein. The Corporations make no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Nasdaq-100 Index® or any data included therein. Without limiting any of the foregoing, in no event shall the Corporations have any liability for any lost profits or special, incidental, punitive, indirect, or consequential damages, even if notified of the possibility of such damages.

PS-20

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Historical Index Closing Values of the Underlying Indices and Basket Closing Values

The respective index closing values of the underlying indices have fluctuated in the past and may, in the future, experience significant fluctuations. In particular, the underlying indices have recently experienced extreme and unusual volatility. Any historical upward or downward trend in the index closing value of any of the underlying indices during any period shown below is not an indication that the underlying indices are more or less likely to increase or decrease at any time during the life of your Buffered PLUS.

You should not take the historical index closing values of the underlying indices or the historical basket closing values as an indication of the future performance of the underlying indices or the basket, including because of the recent volatility described above. We cannot give you any assurance that the future performance of the underlying indices, the basket or the underlying index stocks will result in you receiving an amount greater than the outstanding principal amount of your Buffered PLUS on the stated maturity date, or that you will not suffer a loss of some or a substantial portion of your investment in the Buffered PLUS

Neither we nor any of our affiliates make any representation to you as to the performances of the underlying indices. Before investing in the offered Buffered PLUS, you should consult publicly available information to determine the values of the underlying indices between the date of this pricing supplement and the date of your purchase of the offered Buffered PLUS and, given the recent volatility described above, you should pay particular attention to recent levels of the underlying indices. The actual performance of each underlying index over the life of the offered Buffered PLUS, as well as the payment at maturity, if any, may bear little relation to the historical index closing values shown below.

The table below shows the high, low and period end index closing values of each underlying index for each of the four calendar quarters in 2020, 2021, 2022, 2023 and 2024 and the first calendar quarter of 2025 (through March 21, 2025). We obtained the index closing values listed in the tables below from Bloomberg Financial Services, without independent verification.

Historical Quarterly High, Low and Period End Index Closing Values of the S&P 500® Index

 

High

Low

Period End

2020

 

 

 

Quarter ended March 31

3,386.15

2,237.40

2,584.59

Quarter ended June 30

3,232.39

2,470.50

3,100.29

Quarter ended September 30

3,580.84

3,115.86

3,363.00

Quarter ended December 31

3,756.07

3,269.96

3,756.07

2021

 

 

 

Quarter ended March 31

3,974.54

3,700.65

3,972.89

Quarter ended June 30

4,297.50

4,019.87

4,297.50

Quarter ended September 30

4,536.95

4,258.49

4,307.54

Quarter ended December 31

4,793.06

4,300.46

4,766.18

2022

 

 

 

Quarter ended March 31

4,796.56

4,170.70

4,530.41

Quarter ended June 30

4,582.64

3,666.77

3,785.38

Quarter ended September 30

4,305.20

3,585.62

3,585.62

Quarter ended December 31

4,080.11

3,577.03

3,839.50

2023

 

 

 

Quarter ended March 31

4,179.76

3,808.10

4,109.31

Quarter ended June 30

4,450.38

4,055.99

4,450.38

Quarter ended September 30

4,588.96

4,273.53

4,288.05

Quarter ended December 31

4,783.35

4,117.37

4,769.83

2024

 

 

 

Quarter ended March 31

5,254.35

4,688.68

5,254.35

Quarter ended June 30

5,487.03

4,967.23

5,460.48

Quarter ended September 30

5,762.48

5,186.33

5,762.48

Quarter ended December 31

6,090.27

5,695.94

5,881.63

2025

 

 

 

Quarter ending March 31 (through March 21, 2025)

6,144.15

5,521.52

5,667.56

 

PS-21

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

 

Historical Quarterly High, Low and Period End Index Closing Values of Nasdaq-100 Index®

 

High

Low

Period End

2020

 

 

 

Quarter ended March 31

9,718.73

6,994.29

7,813.50

Quarter ended June 30

10,209.82

7,486.29

10,156.85

Quarter ended September 30

12,420.54

10,279.25

11,418.06

Quarter ended December 31

12,888.28

11,052.95

12,888.28

2021

 

 

 

Quarter ended March 31

13,807.70

12,299.08

13,091.44

Quarter ended June 30

14,572.75

13,001.63

14,554.80

Quarter ended September 30

15,675.76

14,549.09

14,689.62

Quarter ended December 31

16,573.34

14,472.12

16,320.08

2022

 

 

 

Quarter ended March 31

16,501.77

13,046.64

14,838.49

Quarter ended June 30

15,159.58

11,127.57

11,503.72

Quarter ended September 30

13,667.18

10,971.22

10,971.22

Quarter ended December 31

12,041.89

10,679.34

10,939.76

2023

 

 

 

Quarter ended March 31

13,181.35

10,741.22

13,181.35

Quarter ended June 30

15,185.48

12,725.11

15,179.21

Quarter ended September 30

15,841.35

14,545.83

14,715.24

Quarter ended December 31

16,906.80

14,109.57

16,825.93

2024

 

 

 

Quarter ended March 31

18,339.44

16,282.01

18,254.69

Quarter ended June 30

19,908.86

17,037.65

19,682.87

Quarter ended September 30

20,675.38

17,867.37

20,060.69

Quarter ended December 31

22,096.66

19,773.30

21,012.17

2025

 

 

 

Quarter ending March 31 (through March 21, 2025)

22,175.60

19,225.48

19,753.96

 

 

PS-22

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

The graphs below show the daily historical index closing values of each underlying index from January 1, 2020 through March 21, 2025. As a result, the following graphs do not reflect the global financial crisis which began in 2008, which had a materially negative impact on the price of most equity securities and, as a result, the level of most equity indices. We obtained the index closing values in the graphs below from Bloomberg Financial Services, without independent verification.

Historical Performance of the S&P 500® Index

img147638866_2.jpg

Historical Performance of the Nasdaq-100 Index®

img147638866_3.jpg

 

PS-23

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Historical Basket Values

The following graph is based on the basket closing value for the period from January 1, 2020 through March 21, 2025 assuming that the basket closing value was 100 on January 1, 2020. We derived the basket closing values based on the method to calculate the basket closing value as described in this pricing supplement and on actual index closing values of the underlying indices on the relevant date. The basket closing value has been normalized such that its hypothetical value on January 1, 2020 was 100. As noted in this pricing supplement, the initial basket value will be set at 100 on the pricing date. The basket closing value can increase or decrease due to changes in the values of the underlying indices.

Historical Performance of the Basket

img147638866_4.jpg

 

PS-24

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Supplemental Discussion of U.S. Federal Income Tax Consequences

No statutory, judicial or administrative authority directly addresses how your Buffered PLUS should be characterized and treated for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of your investment in your Buffered PLUS are uncertain. You will be obligated pursuant to the terms of your Buffered PLUS — in the absence of a change in law, an administrative determination or a judicial ruling to the contrary — to characterize your Buffered PLUS for all tax purposes as pre-paid derivative contracts in respect of the basket, as described under “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying general terms supplement. It is the opinion of Sidley Austin LLP that such a characterization of the Buffered PLUS for U.S. federal income tax purposes is a reasonable interpretation of current law. Pursuant to this approach, it is the opinion of Sidley Austin LLP that upon the sale, exchange, or maturity of your Buffered PLUS, you should recognize capital gain or loss equal to the difference, if any, between the amount you receive at such time and your tax basis in your Buffered PLUS.

 

Notwithstanding the foregoing, since the appropriate U.S. federal income tax characterization and treatment of your Buffered PLUS are uncertain, it is possible that the Internal Revenue Service could assert a different characterization and treatment than that described immediately above. In this case, the timing and character of income, gain or loss recognized with respect to your Buffered PLUS could substantially differ from that described above.

 

Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA) withholding (as described in “United States Taxation—Taxation of Debt Securities—Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014; therefore, the Buffered PLUS will generally be subject to the FATCA withholding rules.

PS-25

March 2025


 

GS Finance Corp.

Buffered PLUS Based on the Value of a Basket of Equity Indices due April 1, 2031

Buffered Performance Leveraged Upside SecuritiesSM

Principal at Risk Securities

 

Supplemental Plan of Distribution; Conflicts of Interest

As described under “Supplemental Plan of Distribution” in the accompanying general terms supplement and “Plan of Distribution Conflicts of Interest” in the accompanying prospectus; GS Finance Corp. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $ .

GS Finance Corp. will sell to GS&Co., and GS&Co. will purchase from GS Finance Corp., the aggregate stated principal amount of the offered Buffered PLUS specified on the front cover of this pricing supplement. GS&Co. proposes initially to offer the Buffered PLUS to the public at the original issue price set forth on the cover page of this pricing supplement. Morgan Stanley Smith Barney LLC (Morgan Stanley Wealth Management), acting as dealer for the offering, will receive a selling concession of $23.34 for each Buffered PLUS it sells. Morgan Stanley Wealth Management has informed us that it intends to internally allocate at Morgan Stanley Wealth Management $5.00 of the selling concession for each Buffered PLUS as a structuring fee. The costs included in the original issue price of the Buffered PLUS will include a fee paid by GS&Co. to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management has an ownership interest, for providing certain electronic platform services with respect to this offering. GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc. and, as such, will have a “conflict of interest” in this offering of Buffered PLUS within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of Buffered PLUS will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell Buffered PLUS in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

We expect to deliver the Buffered PLUS against payment therefor in New York, New York on April 1, 2025. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Buffered PLUS on any date prior to one business day before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.

We have been advised by GS&Co. that it intends to make a market in the Buffered PLUS. However, neither GS&Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the Buffered PLUS.

PS-26

March 2025