GSCE Goldman Sachs Group Inc (PK)

Free Writing Prospectus pursuant to Rule 433 dated January 24, 2025 / Registration Statement No. 333-269296

STRUCTURED INVESTMENTS

Opportunities in U.S. and International Equities

	GS Finance Corp.

 

Jump Securities with Auto-Callable Feature Based on the Value of the Worst-Performing of the S&P 500® Index, TOPIX and the EURO STOXX 50® Index due February 5, 2031 Principal At Risk Securities

 

The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.
			Call observation dates	Call payment dates		Call premium amount
You should read the accompanying preliminary pricing supplement dated January 23, 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.			February 26, 2026	March 3, 2026		at least 13.90%
			April 30, 2026	May 5, 2026		at least 17.375%
			July 31, 2026	August 5, 2026		at least 20.85%
			November 2, 2026	November 5, 2026		at least 24.325%
KEY TERMS			February 1, 2027	February 4, 2027		at least 27.80%
Company (Issuer) / Guarantor:	GS Finance Corp. / The Goldman Sachs Group, Inc.		April 30, 2027	May 5, 2027		at least 31.275%
Underlying indexes (each individually, an underlying index):	the S&P 500® Index (current Bloomberg symbol: “SPX Index”), TOPIX (current Bloomberg symbol: “TPX Index”) and the EURO STOXX 50® Index (current Bloomberg symbol: “SX5E Index”)		August 2, 2027	August 5, 2027		at least 34.75%
			November 1, 2027	November 4, 2027		at least 38.225%
Pricing date:	expected to price on or about January 31, 2025		January 31, 2028	February 3, 2028		at least 41.70%
Original issue date:	expected to be February 5, 2025		May 2, 2028	May 5, 2028		at least 45.175%
Call observation dates:	as set forth under “Call observation dates” below		July 31, 2028	August 3, 2028		at least 48.65%
Call payment dates:	as set forth under “Call payment dates” below		October 31, 2028	November 3, 2028		at least 52.125%
Valuation date:	expected to be January 31, 2031		January 31, 2029	February 5, 2029		at least 55.60%
Stated maturity date:	expected to be February 5, 2031		May 2, 2029	May 7, 2029		at least 59.075%
Automatic call feature:	if, as measured on any call observation date, the index closing value of each underlying index is greater than or equal to its initial index value, your securities will be automatically called and you will receive for each $1,000 principal amount an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of $1,000 times the call premium amount applicable to the corresponding call observation date. No payments will be made after the call payment date.		July 31, 2029	August 3, 2029		at least 62.55%
			October 31, 2029	November 5, 2029		at least 66.025%
			January 31, 2030	February 5, 2030		at least 69.50%
			April 30, 2030	May 3, 2030		at least 72.975%
			July 31, 2030	August 5, 2030		at least 76.45%
Payment at maturity (for each $1,000 stated principal amount of your securities):	• if the final index value of each underlying index is greater than or equal to its initial index value, the sum of (i) $1,000 plus (ii) the product of $1,000 times the maturity date premium amount; • if the final index value of any underlying index is less than its initial index value but the final index value of each underlying index is greater than or equal to its downside threshold level, $1,000; or • if the final index value of any underlying index is less than its downside threshold level, $1,000 × the worst performing index performance factor		October 31, 2030	November 5, 2030		at least 79.925%
			Hypothetical Payment Amount At Maturity*
			The Securities Have Not Been Automatically Called
			Hypothetical Final Index Value of the Worst Performing Underlying Index (as Percentage of Initial Index Value)		Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount)
			200.000%		183.400%
Initial index value:	with respect to each underlying index, the index closing value of such underlying index on the pricing date		150.000%		183.400%
			130.000%		183.400%
Final index value:	with respect to each underlying index, the index closing value of such underlying index on the valuation date		120.000%		183.400%
			110.000%		183.400%
Downside threshold level:	with respect to each underlying index, 80.00% of such underlying index’s initial index value		105.000%		183.400%
			100.000%		183.400%
Call premium amount (set on the pricing date):	with respect to any call observation date, the applicable call premium amount set forth under “Call premium amount” below		99.000%		100.000%
			90.000%		100.000%
Maturity date premium amount (set on the pricing date):	at least 83.40%		80.000%		100.000%
			79.999%		79.999%
Index performance factor:	with respect to each underlying index, the final index value / the initial index value		50.000%		50.000%
			30.000%		30.000%
Worst performing underlying index:	the underlying index with the lowest index performance factor		25.000%		25.000%
			0.000%		0.000%
Worst performing index performance factor:	the index performance factor of the worst performing underlying index		*assumes a maturity date premium amount of 83.40%
CUSIP / ISIN:	40058GLU3 / US40058GLU30
Estimated value range:	$865 to $925 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

 

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About Your Securities

The amount that you will be paid on your securities is based on the performance of the worst performing of the S&P 500® Index, TOPIX and the EURO STOXX 50® Index. The securities may be automatically called on any call observation date.

Your securities will be automatically called if the index closing value of each underlying index on any call observation date is greater than or equal to its initial index value, resulting in a payment on the applicable call payment date equal to (i) the principal amount of your securities plus (ii) such principal amount times the call premium amount applicable to such call observation date. No payments will be made after the call payment date.

At maturity, if not previously not previously called, (i) if the final index value of each underlying index on the valuation date is greater than or equal to its initial index value, the return on your securities will be positive and equal to the maturity date premium amount; or (ii) if the final index value of any underlying index on the valuation date is less than its initial index value but the final index value of each underlying index is greater than or equal to its downside threshold level, you will receive the principal amount of your securities; or (iii) if the final index value of any underlying index is less than its downside threshold level, you will receive a payment at maturity based on the performance of the underlying index with the lowest index performance factor. You will not participate in any appreciation of the underlying indexes. If the final index value of each underlying index is less than the downside threshold level, you will lose a significant portion or all of your investment.

The securities are for investors who seek a return of between at least 13.90% and at least 83.40%, depending on if and when the securities are 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. 42, general terms supplement no. 8,999 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. 42, general terms supplement no. 8,999 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. 42, general terms supplement no. 8,999 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:

 

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RISK FACTORS

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. 8,999, accompanying underlier supplement no. 42, 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. 8,999, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 42, 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

Risks Related to Conflicts of Interest

Additional Risks Related to TOPIX and the EURO STOXX 50® Index

 

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Risks Related to Tax

The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 8,999:

Risks Related to Structure, Valuation and Secondary Market Sales

Risks Related to Conflicts of Interest

Risks Related to Tax

The following risk factors are discussed in greater detail in the accompanying underlier supplement no. 42:

Additional Risks Relating to Securities Linked to Underliers that are Equity Indices

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

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

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

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

For details about the license agreement between the underlying index publishers for the S&P 500® Index and the EURO STOXX 50® Index and the issuer, see “The Underliers — S&P 500® Index” and “The Underliers — EURO STOXX 50® Index” on pages S-124 and S-36 of the accompanying underlier supplement no. 42, 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.

 

TAX CONSIDERATIONS

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.

 

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