Free Writing Prospectus pursuant to Rule 433 dated October 7, 2025

Registration Statement No. 333-284538

 

img76538212_0.jpg

Market Linked Securities — Leveraged Upside Participation with Contingent Absolute Return and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Class A Common Stock of Robinhood Markets, Inc., the Class A Common Stock of CrowdStrike Holdings, Inc. and the VanEck Semiconductor ETF due April 20, 2028

 

Summary of Terms

Company (Issuer) and Guarantor:

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

 

Hypothetical Payout Profile*

Market measures (each referred to as an “underlier,” and collectively as the “underliers”):

the Class A common stock of Robinhood Markets, Inc. (current Bloomberg ticker: “HOOD UW”), the Class A common stock of CrowdStrike Holdings, Inc. (current Bloomberg ticker: “CRWD UW”) and the VanEck Semiconductor ETF

 

img76538212_1.jpg

* assumes an upside participation rate of 233%.

If the ending value of the lowest performing underlier is less than its threshold value, you will have 1-to-1 downside exposure to the decrease in the value of the lowest performing underlier and will lose more than 50%, and possibly all, of the face amount of your securities at maturity.

You should read the accompanying preliminary pricing supplement dated October 6, 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 $900 and $930 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.

 

 

Fund underlying index:

With respect to the VanEck Semiconductor ETF, the index tracked by such fund

 

Pricing date:

expected to be October 16, 2025

 

Issue date:

expected to be October 21, 2025

 

Calculation day:

expected to be April 17, 2028

 

Stated maturity date:

expected to be April 20, 2028

 

Starting value:

with respect to an underlier, the closing value of such underlier on the pricing date

 

Ending value:

with respect to an underlier, the closing value of such underlier on the calculation day

 

Lowest performing underlier:

the underlier with the lowest underlier return

 

Underlier return:

ending value – starting value

                starting value

 

Upside participation rate:

at least 233%

 

Threshold value:

with respect to an underlier, 50% of its starting value

 

Threshold amount:

50%

 

Payment amount at maturity (for each $1,000 face amount of your securities):
•
if the ending value of the lowest performing underlier is greater than its starting value:

$1,000+($1,000 × underlier return of the lowest performing underlier × upside participation rate)

•
if the ending value of the lowest performing underlier is less than or equal to its starting value, but greater than or equal to its threshold value:

$1,000 + ($1,000 × absolute value of underlier return of the lowest performing underlier); or

•
if the ending value of the lowest performing underlier is less than its threshold value:

$1,000 + ($1,000 × underlier return of the lowest performing underlier)

 

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.

 

CUSIP:

40058QHB8

Tax consequences:

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

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.30% 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 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 underliers, 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, 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, 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, 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 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 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, 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 Offering 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 Closing Value of the Underliers at Any Time Other Than the Calculation Day
▪
You May Lose Your Entire Investment in the Securities
▪
The Return on Your Securities May Change Significantly Despite Only a Small Change in the Price of the Lowest Performing Underlier
▪
Because the Securities Are Linked to the Performance of the Lowest Performing Underlier, You Have a Greater Risk of Sustaining a Significant Loss on Your Investment Than If the Securities Were Linked to Just One Underlier
▪
A Lower Threshold Value May Reflect Greater Expected Volatility of the Underliers, and Greater Expected Volatility Generally Indicates An Increased Risk of Declines in the Prices of the Underliers and, Potentially, a Significant Loss at Maturity
▪
The Maturity Payment Amount Will Be Based Solely on the Lowest Performing Underlier
▪
Your Securities Do Not Bear Interest
▪
The Market Value of Your Securities May Be Influenced By Many Unpredictable Factors
▪
We Will Not Hold Shares of the Underlying Stocks for Your Benefit
▪
The Return on Your Securities Will Not Reflect Any Dividends Paid on the Underliers or the Underlier Stocks
▪
You Have No Shareholder Rights or Rights to Receive Any Shares of the Underliers or Any Underlier Stock

Additional Risks Related to the Class A Common Stock of Robinhood Markets, Inc.

▪
The Class A Common Stock of Robinhood Markets, Inc. Has a Very Limited Trading History

 

Additional Risks Related to the Fund

▪
The Policies of the Fund’s Investment Advisor and the Sponsor of the Fund’s Fund Underlying Index Could Affect the Amount Payable on Your Securities and Their Market Value
▪
There Is No Assurance That an Active Trading Market Will Continue For the Fund or That There Will Be Liquidity in Any Such Trading Market; Further, the Fund Is Subject to Management Risks, Securities Lending Risks and Custody Risks
▪
The Fund and Its Fund Underlying Index Are Different and the Performance of the Fund May Not Correlate With the Performance of Its Fund Underlying Index
▪
The Fund Is Concentrated in the Semiconductor Industry and Does Not Provide Diversified Exposure
▪
The Fund May Be Disproportionately Affected By the Performance of a Small Number of Stocks
▪
An Investment in the Offered Securities 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 an Underlier with Underlier Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the Securities
▪
Your Investment in the Securities Will Be Subject to Foreign Currency Exchange Rate Risk
▪
Even Though Currencies Trade Around-The-Clock, Your Securities Will Not

Risks Related to Tax

▪
Certain Considerations for Insurance Companies and Employee Benefit Plans
▪
The Tax Consequences of an Investment in Your Securities Are Uncertain
▪
Your Securities May Be Subject to the Constructive Ownership Rules
▪
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

 

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 underliers, the terms of the securities and certain risks.

2