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Market Linked Securities — Auto-Callable with Leveraged Upside Participation, Contingent Absolute Return and Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Broadcom Inc., the Class C Capital Stock of Alphabet Inc. and the Common Stock of Netflix, Inc. due June 23, 2028 |
Summary of Terms |
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Company (Issuer) and Guarantor: |
GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
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CUSIP: |
40058J6B6 |
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Tax consequences: |
See “Supplemental Discussion of U.S. Federal Income Tax Considerations” in the accompanying preliminary pricing supplement |
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Market measures (each referred to as an “underlying stock,” and collectively as the “underlying stocks”): |
the common stock of Broadcom Inc. (current Bloomberg ticker: “AVGO UW”), the Class C capital stock of Alphabet Inc. (current Bloomberg ticker: “GOOG UW”) and the common stock of Netflix, Inc. (current Bloomberg ticker: “NFLX UW”) |
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Hypothetical Payout Profile*
* assumes a call premium of 45.85% of the face amount. If the securities are automatically called, the positive return on the securities will be limited to the call premium, even if the stock closing price of the lowest performing underlying stock on the call date significantly exceeds its starting price. If the securities are automatically called, you will not have the opportunity to participate in any appreciation of any underlying stock at the upside participation rate. If the securities are not automatically called and the ending price of the lowest performing underlying stock on the calculation day is less than its threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the lowest performing underlying stock and will lose more than 40%, and possibly all, of the face amount of your securities at maturity. You should read the accompanying preliminary pricing supplement dated May 28, 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.
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Pricing date: |
expected to be June 17, 2025 |
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Issue date: |
expected to be June 23, 2025 |
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Calculation day: |
expected to be June 20, 2028 |
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Stated maturity date: |
expected to be June 23, 2028 |
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Starting price: |
with respect to an underlying stock, the stock closing price of such underlying stock on the pricing date |
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Ending price: |
with respect to an underlying stock, the stock closing price of such underlying stock on the calculation day |
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Lowest performing underlying stock: |
For the call date or the calculation day, the underlying stock with the lowest underlying stock return on that day. |
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Underlying stock return: |
with respect to an underlying stock on the call date or the calculation day: stock closing price on such day – starting price starting price |
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Upside participation rate: |
300.00% |
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Threshold price: |
With respect to an underlying stock, 60% of its starting price |
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Threshold amount: |
40% |
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Call date: |
expected to be June 23, 2026 |
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Call premium: |
at least 45.85% of the face amount (at least $458.50 per security) |
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Call settlement date: |
three business days after the call date |
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Automatic call: |
if the stock closing price of the lowest performing underlying stock on the call date is greater than or equal to its starting price, the securities will be automatically called, and on the call settlement date the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to $1,000 plus the call premium |
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Payment amount at maturity (for each $1,000 face amount of your securities): |
• if the ending price of the lowest performing underlying stock on the calculation day is greater than its starting price: $1,000 plus: $1,000 × underlying stock return of the lowest performing underlying stock on the calculation day × upside participation rate; • if the ending price of the lowest performing underlying stock on the calculation day is less than or equal to its starting price but greater than or equal to its threshold price: $1,000 + ($1,000 × absolute value of the underlying stock return of the lowest performing underlying stock on the calculation day); or • if the ending price of the lowest performing underlying stock on the calculation day is less than its threshold price: $1,000 + ($1,000 × underlying stock return of the lowest performing underlying stock on the calculation day) |
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Underwriting discount: |
up to 2.575% 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 2.575% 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. |
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* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.20% 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. |
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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 underlying stocks, the terms of the securities and certain risks.