F
Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Contingent Downside Principal at Risk Securities Linked to the S&P 500® Index due September 1, 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: |
40058JRP2 |
Market measure: |
the S&P 500® Index (the “underlier”) |
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Tax consequences: |
See “Supplemental Discussion of U.S. Federal Income Tax Considerations” in the accompanying preliminary pricing supplement |
Pricing date: |
expected to be August 29, 2025 |
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Issue date: |
expected to be September 4, 2025 |
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Calculation day: |
expected to be August 29, 2028 |
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Stated maturity date: |
expected to be September 1, 2028 |
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Hypothetical Payout Profile* |
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Starting level: |
the closing level of the underlier on the pricing date |
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Ending level: |
the closing level of the underlier on the calculation day |
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Underlier return: |
ending level – starting level starting level |
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Upside participation rate: |
125% |
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Threshold level: |
75% of the starting level |
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Threshold amount: |
25% |
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Call date: |
expected to be September 4, 2026 |
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Call premium: |
at least 7.80% of the face amount (at least $78.00 per security) |
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Call settlement date: |
three business days after the call date |
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Automatic call: |
if the closing level of the underlier on the call date is greater than or equal to the starting level, 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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* assumes a call premium of 7.80% 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 closing level of the underlier on the call date significantly exceeds the starting level. If the securities are automatically called, you will not have the opportunity to participate in any appreciation of the underlier at the upside participation rate. If the securities are not automatically called and 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 underlier and will lose more than 25%, and possibly all, of the face amount of your securities at maturity.
You should read the accompanying preliminary pricing supplement dated July 29, 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: |
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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: $1,000 × underlier return × upside participation rate; • 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 × underlier return) |
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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. |
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. |
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 underlier, the terms of the securities and certain risks.