FWP 1 bskmk194_fwp_gsg.htm FWP FWP

Free Writing Prospectus pursuant to Rule 433 dated August 12, 2025

Registration Statement No. 333-284538

 

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Market Linked Securities — Leveraged Upside Participation to a Cap and Fixed Percentage Buffered Downside

Principal at Risk Securities Linked to a Basket due August 18, 2027

 

Summary of Terms

Company (Issuer)
and Guarantor:

GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)

 

Underwriting discount:

up to 2.225% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.225% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 2.00% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells.

Market measure:

An unequally weighted basket (the “basket”) comprised of the following basket components (each referred to as a “basket component,” and collectively as the “basket components”). For each basket component, its weighting percentage also is set forth below:

 

 

 

 

 

Basket Component

Weighting Percentage

 

 

 

 

S&P 500® Index

50%

 

 

EURO STOXX 50® Index

30%

 

 

Nasdaq-100 Index®

20%

 

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.10% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

Hypothetical Payout Profile*

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* assumes a maximum return of 22.20% of the face amount per security ($222.00 per security).

If the ending level is less than the threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the basket in excess of the buffer amount and will lose some, and possibly up to 90%, of the face amount of your securities at maturity.

You should read the accompanying preliminary pricing supplement dated August 12, 2025, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.

The securities 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:

 

The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.

 

 

 

 

 

Pricing date:

expected to be August 13, 2025

Issue date:

expected to be August 18, 2025

Calculation day:

expected to be August 13, 2027

Stated maturity
date:

expected to be August 18, 2027

Starting level:

100

Ending level:

the product of (i) 100 times (ii) the sum of (a) 1 plus (b) the sum of the products, as calculated for each basket component, of: (1) its basket component return multiplied by (2) its weighting percentage

Basket return:

ending level – starting level

starting level

Initial basket
component level:

with respect to a basket component, the closing level of such basket component on the pricing date

Final basket
component level:

with respect to a basket component, the closing level of such basket component on the calculation date

Basket
component return:

with respect to a basket component, its “basket component return” is the percentage change from its initial basket component level to its final basket component level, measured as follows:

final basket component level – initial basket component level

initial basket component level

Maximum return:

at least 22.20% of the face amount per security (at least $222.00 per security)

Upside
participation rate:

110%

Threshold level:

90% of the starting level

Buffer amount:

10%

Payment amount
at maturity (for
each $1,000 face
amount of your
securities):

if the ending level is greater than the starting level: $1,000 plus the lesser of:

(i) $1,000 × basket return × upside participation rate; and

(ii) the maximum return;

if the ending level is less than or equal to the starting level, but greater than or equal to the threshold level: $1,000; or
if the ending level is less than the threshold level:

$1,000 + [$1,000 × (basket return + buffer amount)]

CUSIP:

40058J6R1

Tax
consequences:

See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement

 

 

The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the accompanying preliminary pricing supplement. This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components, the terms of the securities and certain risks.


 

 

About Your 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. 45, WFS product supplement no. 5 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. 45, WFS product supplement no. 5 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. 45, WFS product supplement no. 5 and preliminary pricing supplement if you so request by calling (212) 357-4612.

Risk Factors

An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 5, accompanying underlier supplement no. 45, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 5, accompanying underlier supplement no. 45, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Selected Risk Considerations” in the accompanying preliminary pricing supplement, “ Risk Factors” in the accompanying WFS product supplement no. 5, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 45, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.

The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:

 

Risks Related to Structure, Valuation and Secondary Market Sales

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
The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
The Amount Payable on Your Securities Is Not Linked to the Level of Each Basket Component at Any Time Other Than the Determination Date
You May Lose a Substantial Portion of Your Investment in the Securities
Your Securities Do Not Bear Interest
The Potential for the Value of Your Securities to Increase Will Be Limited
The Lower Performance of One Basket Component May Offset an Increase in the Other Basket Components
You Have No Shareholder Rights or Rights to Receive Any Basket Component Stock
The Market Value of Your Securities May Be Influenced By Many Unpredictable Factors

 

Additional Risks Related to the EURO STOXX 50® Index and the Nasdaq-100 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 a Basket Component With Basket Component Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Securities.

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

Risks Related to Tax

Certain Considerations for Insurance Companies and Employee Benefit Plans
The Tax Consequences of an Investment in Your Securities Are Uncertain
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

 

For details about the license agreement between each basket component sponsor and the issuer, see “The Underliers — S&P 500® Index”, “The Underliers — EURO STOXX 50® Index” and “The Underliers — Nasdaq-100 Index®” on pages S-127, S-36 and S-66 of the accompanying underlier supplement no. 45, respectively.

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.

This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components, the terms of the securities and certain risks.

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