|
|
|
Free Writing Prospectus pursuant to Rule 433 dated June 5, 2026 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS Opportunities in International Equities GS Finance Corp. |
|
Auto-Callable Trigger PLUS Based on the Value of a Basket of Equity Indices due June 22, 2029 Principal at Risk Securities The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. You should read the accompanying preliminary pricing supplement dated June 5, 2026, 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 |
|
Leveraged upside payment: |
$1,000 × leverage factor × basket percent increase |
Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
|
Leverage factor: |
140.00% |
Basket: |
We refer to each basket component singularly as an underlying index and together as the underlying indices. The initial basket component value of each underlying index is the index closing value of such underlying index on the pricing date. |
|
Downside threshold value: |
70.00% of the initial basket value |
Basket percent increase: |
(final basket value - initial basket value) / initial basket value |
Initial basket value: |
100 |
Final basket value: |
the basket closing value on the valuation date |
Basket closing value: |
the basket closing value on the call observation date and the valuation date is the sum of the products of the basket component closing value of each underlying index times the applicable multiplier for such underlying index on such date. |
Pricing date: |
expected to price on or about June 16, 2026 |
|
Basket component closing value: |
in the case of each underlying index, the index closing value of such underlying index. |
Original issue date: |
expected to be June 22, 2026 |
|
Basket performance factor: |
final basket value / initial basket value |
Call observation date: |
expected to be June 23, 2027 |
|
Multiplier: |
each multiplier will be set on the pricing date based on the applicable underlying index’s respective initial basket component value so that each underlying index will represent its applicable basket component weighting in the predetermined initial basket value. Each multiplier will remain constant for the term of the securities and will equal, for each underlying index, (i) the product of the applicable basket component weighting times 100 divided by (ii) the applicable initial basket component value. |
Call payment date: |
expected to be June 28, 2027 |
|
Valuation date: |
expected to be June 18, 2029 |
|
Stated maturity date: |
expected to be June 22, 2029 |
|
Automatic call feature: |
if, as measured on the call observation date, the basket closing value is greater than or equal to the initial basket value, your securities will be automatically called and you will receive for each $1,000 principal amount an amount in cash equal to at least $1,116 (set on the pricing date). No payments will be made after the call payment date. |
|
|
|
|
Payment at maturity (for each $1,000 stated principal amount of your securities): |
•if the final basket value is greater than the initial basket value, the sum of (i) $1,000 plus (ii) the leveraged upside payment; •if the final basket value is equal to or less than the initial basket value but greater than or equal to the downside threshold value, $1,000; or •if the final basket value is less than the downside threshold value, the product of (i) $1,000 times (ii) the basket performance factor |
|
CUSIP / ISIN: |
40054RWA5 / US40054RWA57 |
|
Estimated value range: |
$895 to $955 (which is less than the original issue price; see 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 indices (including historical index closing values), the terms of the securities and certain risks.
|
|
|
Payment on the Call Payment Date* |
|
If your securities are automatically called on the call observation date (i.e., on the call observation date the basket closing value is equal to or greater than the initial basket value), the cash payment that we would deliver for each $1,000 principal amount of your securities on the call payment date would be $1,116. If, for example, the basket closing value on the call observation date was determined to be 125.00% of the initial basket value, your securities would be automatically called and the cash payment that we would deliver on your securities on the call payment date would be 111.6% of the principal amount of your securities or $1,116 for each $1,000 of securities. No further payments would be made on the securities following an automatic call. You will not participate in any appreciation of the basket. *assumes the amount payable on the call payment date if the securities are automatically called will be equal to $1,116. |
|
|
|
|
|
|
|
|
|
|
Hypothetical Payment Amount At Maturity |
|
The Securities Have Not Been Automatically Called |
|
Hypothetical Final Basket Value (as Percentage of Initial Basket Value) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
|
200.000% |
240.000% |
|
150.000% |
170.000% |
|
125.000% |
135.000% |
|
110.000% |
114.000% |
|
100.000% |
100.000% |
|
85.000% |
100.000% |
|
80.000% |
100.000% |
|
70.000% |
100.000% |
|
69.999% |
69.999% |
|
50.000% |
50.000% |
|
30.000% |
30.000% |
|
25.000% |
25.000% |
|
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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the securities and certain risks.
The amount that you will be paid on your securities is based on the performance of the EURO STOXX 50® Index (40.00% weighting), TOPIX (25.00% weighting), the FTSE® 100 Index (17.50% weighting), the Swiss Market Index (10.00% weighting) and the S&P/ASX 200 Index (7.50% weighting). The securities may be automatically called on the call observation date.
The initial basket value is 100, and basket closing value on the call observation date and the valuation date will equal the sum of the products, as calculated separately for each index, of: (i) the index closing value of such index on the call observation date or valuation date, as applicable, multiplied by (ii) its multiplier. The multiplier will equal, for each index, the quotient of (i) the weighting of such index multiplied by 100 divided by (ii) its initial basket component value.
Your securities will be automatically called if the basket closing value on the call observation date is greater than or equal to the initial basket value, resulting in a payment on the call payment date equal to at least $1,116.00 (set on the pricing date). No payments will be made after the call payment date.
At maturity, if not previously called, (i) if the final basket value is greater than the initial basket value, the return on your securities will be positive and equal to the product of the leverage factor multiplied by the basket percent increase; (ii) if the final basket value is equal to or less than the initial basket value but greater than or equal to the downside threshold value, you will receive the principal amount of your securities; or (iii) if the final basket value is less than the downside threshold value, you will receive a payment at maturity based on the basket performance factor. Declines in one or more indices may offset increases in the other indices. Due to the unequal weighting of each index, the performances of the indices with greater weights will have a significantly larger impact on the return on your securities than the performances of the indices with lesser weights.
The securities are for investors who seek a return of at least 11.60% if their securities are automatically called or the potential to earn 140.00% of any positive return of the basket if their securities are not automatically called, in exchange for the risk of losing all or a significant portion of the principal amount of their securities if the securities remain outstanding to maturity.
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. 48, general terms supplement no. 17,745 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. 48, general terms supplement no. 17,745 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. 48, general terms supplement no. 17,745 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The securities are notes that 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:
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 indices (including historical index closing values), the terms of the securities and certain risks.
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,745, accompanying underlier supplement no. 48, 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 “Risk Factors” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 17,745, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 48, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your securities are a riskier investment than ordinary debt securities. Also, your securities are not equivalent to investing directly in the underlying index stocks, i.e., with respect to an underlying index to which your securities are linked, the stocks comprising such underlying index. You should carefully consider whether the offered securities are appropriate given your particular circumstances.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
▪You May Lose Your Entire Investment in the Securities
▪The Return on Your Securities May Change Significantly Despite Only a Small Incremental Change in the Value of the Basket
▪The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
▪The Lower Performance of One or More Underlying Indices May Offset an Increase in Any of the Other Underlying Indices
▪The Amount You Will Receive on the Call Payment Date Will Be Capped
▪Your Securities Are Subject to Automatic Redemption
▪The Amount You Will Receive on the Call Payment Date or on the Stated Maturity Date Is Not Linked to the Basket Closing Value at Any Time Other Than on the Call Observation Date or the Valuation Date, as the Case May Be
▪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 Market Value of Your Securities May Be Influenced By Many Unpredictable Factors
▪Investing in the Securities is Not Equivalent to Investing in the Underlying Indices; You Have No Shareholder Rights or Rights to Receive Any Underlying Index Stock
▪We May Sell an Additional Aggregate Stated Principal Amount of the Securities at a Different Issue Price
▪If You Purchase Your Securities at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Securities Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the Securities Will Be Negatively Affected
Risks Related to Conflicts of Interest
▪Other Investors May Not Have the Same Interests as You
Additional Risks Related to the Basket Components
▪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 Underlying Index with Underlying Index Stocks from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in 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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying indices (including historical index closing values), the terms of the securities and certain risks.
Risks Related to Tax
▪Your Securities May Be Subject to an Adverse Change in Tax Treatment in the Future
▪Non-United States Holders Should Consider the Withholding Tax Implications of Owning the Securities
▪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
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,745:
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
▪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. 48:
Additional Risks Relating to Securities Linked to Underliers that are Equity Indices
▪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
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 indices (including historical index closing values), the terms of the securities and certain risks.
▪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
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 underlying index publishers 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-36, S-42, S-149 and S-107 of the accompanying underlier supplement no. 48, 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.
You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Supplemental Discussion of U.S. Federal Income Tax Consequences” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax advisor.
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 indices (including historical index closing values), the terms of the securities and certain risks.