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Free Writing Prospectus pursuant to Rule 433 dated December 11, 2025 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS Opportunities in International Equities GS Finance Corp. |
Trigger PLUS Based on the Price of the iShares® MSCI Emerging Markets ETF due December 22, 2028
Principal at Risk Securities
The Trigger Performance Leveraged Upside SecuritiesSM (Trigger PLUS) do not bear interest and 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 December 11, 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.
KEY TERMS |
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Trigger PLUS Payoff Diagram* |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Underlying ETF: |
iShares® MSCI Emerging Markets ETF (current Bloomberg symbol: “EEM UP Equity”) |
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Index: |
with respect to the underlying ETF, the index tracked by such underlying ETF |
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Pricing date: |
expected to price on or about December 19, 2025 |
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Original issue date: |
expected to be December 24, 2025 |
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Valuation date: |
expected to be December 19, 2028 |
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Stated maturity date: |
expected to be December 22, 2028 |
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Payment at maturity (for each $1,000 stated principal amount of your Trigger PLUS): |
• if the final ETF price is greater than the initial ETF price, $1,000 + leveraged upside payment, subject to the maximum payment at maturity; • if the final ETF price is equal to or less than the initial ETF price, but greater than or equal to the trigger price, $1,000; or • if the final ETF price is less than the trigger price, $1,000 × ETF performance factor |
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Leveraged upside payment: |
$1,000 × leverage factor × ETF percent increase |
Hypothetical Final ETF Price (as Percentage of Initial ETF Price) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
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Leverage factor: |
150.00% |
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Maximum payment at maturity (set on the pricing date): |
at least $1,355 per Trigger PLUS (135.50% of the stated principal amount) |
250.000% |
135.500% |
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175.000% |
135.500% |
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123.667% |
135.500% |
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ETF percent increase |
(final ETF price - initial ETF price) / initial ETF price |
120.000% |
130.000% |
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110.000% |
115.000% |
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105.000% |
107.500% |
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Initial ETF price: |
the closing price of the underlying ETF on the pricing date |
100.000% |
100.000% |
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Final ETF price: |
the closing price of the underlying ETF on the valuation date |
95.000% |
100.000% |
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Trigger price: |
80.00% of the initial ETF price |
90.000% |
100.000% |
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ETF performance factor: |
final ETF price / initial ETF price |
80.000% |
100.000% |
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79.999% |
79.999% |
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CUSIP / ISIN: |
40058WHW9 / US40058WHW91 |
50.000% |
50.000% |
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Estimated value range: |
$890 to $950 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
25.000% |
25.000% |
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0.000% |
0.000% |
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* assumes a maximum payment at maturity of $1,355.00 per Trigger PLUS
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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the Trigger PLUS and certain risks.
About Your Trigger PLUS |
The amount that you will be paid on your Trigger PLUS on the stated maturity date is based on the performance of the iShares® MSCI Emerging Markets ETF as measured from the pricing date to and including the valuation date.
The return on your Trigger PLUS is linked to the performance of the ETF, and not to that of the index on which the ETF is based.
If the final ETF price is greater than the initial ETF price, the return on your Trigger PLUS will be positive and equal to the product of the leverage factor multiplied by the ETF percent increase, subject to the maximum payment at maturity.
If the final ETF price is equal to or less than the initial ETF price but greater than or equal to the trigger price, you will receive the principal amount of your Trigger PLUS. However, if the final ETF price is less than the trigger price, you will lose a significant portion or all of your investment.
The Trigger PLUS are for investors who seek the potential to earn 150.00% of any positive return of the underlying ETF, subject to the maximum payment at maturity, are willing to forgo interest payments and are willing to risk losing their entire investment if the final ETF price is less than the trigger price.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, general terms supplement no. 17,744 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, general terms supplement no. 17,744 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, general terms supplement no. 17,744 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The Trigger PLUS 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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the Trigger PLUS and certain risks.
RISK FACTORS |
An investment in the Trigger PLUS is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,744, 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. 17,744, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your Trigger PLUS are a riskier investment than ordinary debt securities. Also, your Trigger PLUS are not equivalent to investing directly in the underlying ETF stocks, i.e., the stocks comprising the underlying ETF to which your Trigger PLUS are linked. You should carefully consider whether the offered Trigger PLUS 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 the Underlying ETF
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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the Trigger PLUS and certain risks.
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,744:
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 prospectus 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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the Trigger PLUS and certain risks.
The following risk factors are discussed in greater detail in the accompanying prospectus:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
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 Trigger PLUS, 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 Trigger PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying ETF (including historical closing prices of the underlying ETF), the terms of the Trigger PLUS and certain risks.