FWP 1 ideelca4_fwp_gsg.htm FWP FWP

Free Writing Prospectus pursuant to Rule 433 dated December 15, 2025

Registration Statement No. 333-284538

 

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Autocallable Basket-Linked Notes due

 

OVERVIEW

The notes do not bear interest. The amount that you will be paid on your notes is based on the performance of a weighted basket comprised of the EURO STOXX 50® Index (38% weighting), TOPIX (26% weighting), the FTSE® 100 Index (17% weighting), the Swiss Market Index (11% weighting) and the S&P/ASX 200 Index (8% weighting). The notes will mature on the stated maturity date, unless they are automatically called on the call observation date.

The initial basket level is 100 and the closing level of the basket on the call observation date and on the determination date, as applicable, will equal the sum of the products, as calculated for each basket underlier, of: (i) its closing level on the call observation date or determination date, as applicable, divided by (ii) its initial level multiplied by (iii) its initial weighted value.

Your notes will be automatically called on the call observation date if the closing level of the basket on such date is greater than or equal to the initial basket level, resulting in a payment on the call payment date for each $1,000 face amount of your notes equal to between $1,086.6 and $1,101.6.

If your notes are not automatically called on the call observation date, we will calculate the basket return, which is the percentage increase or decrease in the closing level of the basket on the determination date (the final basket level) from the initial basket level.

Declines in one basket underlier may offset increases in the other basket indices. Due to the unequal weighting of each basket underlier, the performances of the basket indices with greater weights will have a significantly larger impact on the return on your notes than the performances of the basket indices with lesser weights.

You should read the accompanying preliminary pricing supplement dated December 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.

Key Terms

CUSIP/ISIN:

40058WJ80 / US40058WJ807

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Basket underliers (each individually, a basket underlier):

the EURO STOXX 50® Index (Bloomberg symbol: “SX5E Index”); TOPIX (Bloomberg symbol: “TPX Index”); the FTSE® 100 Index (Bloomberg symbol: “UKX Index”); the Swiss Market Index (Bloomberg symbol: “SMI Index”); and the S&P/ASX 200 Index (Bloomberg symbol: “AS51 Index”)

Trade date:

 

Settlement date:

expected to be the third scheduled business day following the trade date

Determination date:

expected to be approximately 25 months following the trade date

Stated maturity date:

expected to be the second scheduled business day following the determination date

 

Hypothetical Payment on the Call Payment Date*

If your notes are automatically called on the call observation date (i.e., on the call observation date the closing level of the basket is greater than or equal to the initial basket level), the amount in cash that we would deliver for each $1,000 face amount of your notes on the call payment date would be $1,086.6. If, for example, the closing level of the basket on the call observation date were determined to be 120% of the initial basket level, your notes would be automatically called and the amount in cash that we would deliver on your notes on the call payment date would be 108.66% of the face amount of your notes or $1,086.6 for each $1,000 of the face amount of your notes.

* assumes the amount payable on the call payment date if a redemption event occurs is set at the bottom of the range

 

Hypothetical Payment Amount At Maturity

The Notes Have Not Been Automatically Called

 

Hypothetical Final Underlier Level
(as a % of the Initial Underlier Level)

Hypothetical Payment Amount at Maturity
(as a % of Face Amount)

200.000%

250.000%

175.000%

212.500%

150.000%

175.000%

125.000%

137.500%

100.000%

100.000%

95.000%

100.000%

90.000%

100.000%

85.000%

100.000%

75.000%

88.235%

50.000%

58.824%

25.000%

29.412%

0.000%

0.000%

 

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


 

 

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

if the basket return is positive (the final basket level is greater than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 1.5 times (c) the basket return;
if the basket return is zero or negative but not below -15% (the final basket level is equal to the initial basket level or is less than the initial basket level, but not by more than 15%), $1,000; or
if the basket return is negative and is below -15% (the final basket level is less than the initial basket level by more than 15%), the sum of (i) $1,000 plus (ii) the product of (a) the buffer rate of approximately 117.65% times (b) the sum of the basket return plus 15% times (c) $1,000

Company’s redemption right (automatic call feature):

if a redemption event occurs, then the outstanding face amount will be automatically redeemed in whole and the company will pay an amount in cash on the call payment date, for each $1,000 of the outstanding face amount, equal to between $1,086.6 and $1,101.6 (set on the trade date)

Redemption event:

a redemption event will occur if, as measured on the call observation date, the closing level of the basket is greater than or equal to the initial basket level

Initial basket level:

100

Closing level of the basket:

on the call observation date or the determination date, the sum of, for each of the basket underliers: the product of (i) the quotient of (a) the closing level of such basket underlier on such date divided by (b) the initial basket underlier level of such basket underlier times (ii) the initial weighted value of such basket underlier

Final basket level:

the closing level of the basket on the determination date

Basket return:

the quotient of (i) the final basket level minus the initial basket level divided by (ii) the initial basket level, expressed as a percentage

Upside participation rate:

150%

Buffer level:

85% of the initial basket level

Buffer rate:

the quotient of the initial basket level divided by the buffer level, which equals approximately 117.65%

Buffer amount:

15%

Initial weighted value:

the initial weighted value for each of the basket underliers is expected to equal the product of the initial weight of such basket underlier times the initial basket level. The initial weight of each basket underlier is shown in the table below:

 

Basket Underlier

Initial Weight in Basket

 

EURO STOXX 50® Index

38%

 

TOPIX

26%

 

FTSE® 100 Index

17%

 

Swiss Market Index

11%

 

S&P/ASX 200 Index

8%

Initial basket underlier level:

with respect to the EURO STOXX 50® Index, ;
with respect to TOPIX, ;
with respect to the FTSE® 100 Index, ;
with respect to the Swiss Market Index, ; and
with respect to the S&P/ASX 200 Index,

Call observation date:

expected to be between 13 and 15 months after the trade date

Call payment date:

expected to be the second scheduled business day after the call observation date

Estimated value range:

$940 to $970 (which is less than the original issue price; see accompanying preliminary pricing supplement)

 

 

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


 

About Your Notes

GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, underlier supplement no. 46, general terms supplement no. 17,744 and preliminary pricing supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, underlier supplement no. 46, general terms supplement no. 17,744 and preliminary pricing supplement, and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement, underlier supplement no. 46, general terms supplement no. 17,744 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The notes are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:

 

RISK FACTORS

An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,744, accompanying underlier supplement no. 46, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. In addition to the below, you should read in full “Additional Risk Factors Specific to Your Notes” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 17,744 and “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 46, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.

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

Risks Related to Structure, Valuation and Secondary Market Sales

The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes
The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor
The Amount You Will Receive on the Call Payment Date or on the Stated Maturity Date is Not Linked to the Closing Level of the Basket at Any Time Other Than on the Call Observation Date or the Determination Date, as the Case May Be
You May Lose Your Entire Investment in the Notes
The Amount You Will Receive on the Call Payment Date Will Be Capped
Your Notes Are Subject to Automatic Redemption
Your Notes Do Not Bear Interest
The Lower Performance of One Basket Underlier May Offset an Increase in the Other Basket Underliers

 

You Have No Shareholder Rights or Rights to Receive Any Basket Underlier Stock
We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price
The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors
If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected

Additional Risks Related to the Basket Underliers

An Investment in the Offered Notes Is Subject to Risks Associated with Foreign Securities Markets
Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Result in Material Changes to the Composition of a Basket Underlier with Basket Underlier Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Notes

 

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


 

Risks Related to Tax

 

The Tax Consequences of an Investment in Your Notes Are Uncertain
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities

 

 

 

 

The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,744:

Risks Related to Structure, Valuation and Secondary
Market Sales

If the Value of an Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner
The Return on Your Notes Will Not Reflect Any Dividends Paid on Any Underlier, or Any Underlier Stock, as Applicable
Past Performance is No Guide to Future Performance
Your Notes May Not Have an Active Trading Market
The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount, If Any, Payable on Your Notes
The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing

Risks Related to Conflicts of Interest

Other Investors in the Notes May Not Have the Same Interests as You
Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes
Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes
Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes
You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes
Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Underlier or Underliers or Constituent Indices, As Applicable, the Investment Advisors of the Underlier or Underliers, As Applicable, or the Issuers of the Underlier or the Underlier Stocks or Other Entities That Are Involved in the Transaction
The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties

Risks Related to Tax

Certain Considerations for Insurance Companies and Employee Benefit Plans

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

Risks Relating to Securities Linked to Underliers

If Your Securities Are Linked to an Equity Index, the Policies of the Applicable Underlier Sponsor and Changes that Affect Such Underlier, or the Constituent Indices or Underlier Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Securities and Their Market Value
If Your Securities Are Linked to an Equity Index, Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises the Applicable Underlier, and Except to the Extent That We or Our Affiliates May Currently or in the Future Own Securities of, or Engage in Business With, the Applicable Underlier Sponsor or the Issuers of the Underlier Stocks, There Is No Affiliation Between the Issuers of the Underlier Stocks or Such Underlier Sponsor and Us

Additional Risks Relating to Securities Linked to Underliers Denominated in Foreign Currencies or that Contain Foreign Stocks

If Your Securities Are Linked to Underliers That Are Comprised of Underlier Stocks Which Are Traded in Foreign Currencies But Are Not Adjusted to Reflect Their U.S. Dollar Value, the Return on Your Securities Will Not Be Adjusted for Changes in the Foreign Currency Exchange Rate

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

The Return on Indexed Notes May Be Below the Return on Similar Securities
The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note
An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment

 

 

An Index to Which a Note Is Linked Could Be Changed or Become Unavailable
We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note
Information About an Index or Indices May Not Be Indicative of Future Performance
We May Have Conflicts of Interest Regarding an Indexed Note

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


 

 

The following risk factors are discussed in greater detail in the accompanying prospectus:

Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements

The application of regulatory resolution strategies could increase the risk of loss for holders of our securities in the event of the resolution of Group Inc.
The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders.

 

For details about the license agreement between the basket underlier sponsors for the EURO STOXX 50® Index, the FTSE® 100 Index, the Swiss Market Index and the S&P/ASX 200 Index and the issuer, see “The Underliers — EURO STOXX 50® Index”, “The Underliers —FTSE® 100 Index”, “The Underliers — Swiss Market Index and “The Underliers — S&P/ASX 200 Index” on pages S-35, S-41, S-149 and S-106 of the accompanying underlier supplement no. 46, respectively.

TOPIX Value and TOPIX Marks are subject to the proprietary rights owned by JPXI and JPXI owns all rights and know-how relating to TOPIX such as calculation, publication and use of TOPIX Value and relating to TOPIX Marks. JPXI shall reserve the rights to change the methods of calculation or publication, to cease the calculation or publication of TOPIX Value or to change TOPIX Marks or cease the use thereof. JPXI makes no warranty or representation whatsoever, either as to the results stemmed from the use of TOPIX Value and TOPIX Marks or as to the figure at which TOPIX Value stands on any particular day. JPXI gives no assurance regarding accuracy or completeness of TOPIX Value and data contained therein. Further, JPXI shall not be liable for the miscalculation, incorrect publication, delayed or interrupted publication of TOPIX Value. No securities are in any way sponsored, endorsed or promoted by JPXI JPXI shall not bear any obligation to give an explanation of the securities or an advice on investments to any purchaser of the securities or to the public. JPXI neither selects specific stocks or groups thereof nor takes into account any needs of the issuing company or any purchaser of the securities, for calculation of TOPIX Value. Including but not limited to the foregoing, JPXI shall not be responsible for any damage resulting from the issue and sale of the securities.

 

 

 

 

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