GS Finance Corporation

04/07/2026 | Press release | Distributed by Public on 04/07/2026 12:37

Free Writing Prospectus (Form FWP)

Free Writing Prospectus pursuant to Rule 433 dated April 7, 2026 / Registration Statement No. 333-284538

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

GS Finance Corp.

Contingent Income Buffered Auto-Callable Securities Based on the Performance of the Class A Common Stock of Vertiv Holdings Co due April 12, 2030

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 April 7, 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.

Coupon observation dates

Coupon payment dates

July 9, 2026

July 14, 2026

October 9, 2026

October 15, 2026

January 11, 2027

January 14, 2027

April 9, 2027

April 14, 2027

July 9, 2027

July 14, 2027

KEY TERMS

October 11, 2027

October 14, 2027

Company (Issuer) / Guarantor:

GS Finance Corp. / The Goldman Sachs Group, Inc.

January 10, 2028

January 13, 2028

Underlying stock:

the Class A common stock of Vertiv Holdings Co (current Bloomberg ticker: "VRT UN")

April 10, 2028

April 13, 2028

Pricing date:

expected to price on or about April 9, 2026

July 10, 2028

July 13, 2028

Original issue date:

expected to be April 14, 2026

October 9, 2028

October 12, 2028

Valuation date:

the last coupon observation date, expected to be April 9, 2030

January 9, 2029

January 12, 2029

Coupon observation dates:

as set forth under "Coupon observation dates"

April 9, 2029

April 12, 2029

Coupon payment dates:

as set forth under "Coupon payment dates"

July 9, 2029

July 12, 2029

Stated maturity date:

expected to be April 12, 2030

October 9, 2029

October 12, 2029

Payment at maturity (for each $1,000 stated principal amount of your securities):

if the final share price is greater than or equal to the buffer price, $1,000 plus the final contingent quarterly coupon; or
if the final share price is less than the buffer price, $1,000 + ($1,000 × (the share percent change + the buffer amount) × the downside factor)

January 9, 2030

January 14, 2030

Initial share price:

the closing price of the underlying stock on the pricing date

April 9, 2030 (valuation date)

April 12, 2030 (stated maturity date)

Buffer price:

50.00% of the initial share price

Buffer amount:

50.00%

Final share price:

the closing price of the underlying stock on the valuation date

Call observation dates:

each coupon observation date specified in the table commencing on July 9, 2026 and ending on January 9, 2030

Hypothetical Payment Amount At Maturity

The Securities Have Not Been Automatically Called

Call payment dates:

the coupon payment date immediately after the applicable call observation date

Hypothetical Final Share Price

(as Percentage of Initial Share Price)

Hypothetical Payment at Maturity

(as Percentage of Principal Amount)

Downside factor:

the initial share price divided by the buffer price, which is 2.00

Automatic call feature:

if, as measured on any call observation date, the closing price of the underlying stock is greater than or equal to the initial share price, your securities will be automatically called and, in addition to the contingent quarterly coupon then due, you will receive $1,000 for each $1,000 principal amount. No payments will be made after the call payment date.

Contingent quarterly coupon:

subject to the automatic call feature, on each coupon payment date, for each $1,000 of the outstanding principal amount, the company will pay an amount in cash equal to:

if the closing price of the underlying stock on the applicable coupon observation date is greater than or equal to the buffer price, (i) the product of $33.75 times the number of coupon observation dates that have occurred up to and including the relevant coupon observation date minus (ii) the sum of all contingent quarterly coupons previously paid, if any; or
if the closing price of the underlying stock on the applicable coupon observation date is less than the buffer price, $0.00

150.000%

100.000%*

125.000%

100.000%*

110.000%

100.000%*

105.000%

100.000%*

100.000%

100.000%*

90.000%

100.000%*

80.000%

100.000%*

65.000%

100.000%*

Share percent change:

(final share price -initial share price) / initial share price

50.000%

100.000%*

CUSIP / ISIN:

40059D5V5 / US40059D5V50

40.000%

80.000%

25.000%

50.000%

Estimated value range:

$895 to $955 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

0.000%

0.000%

* Does not include the final contingent quarterly coupon

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 stock (including historical underlying stock closing prices), the terms of the securities and certain risks.

About Your Securities

The amount that you will be paid on your securities is based on the performance of the Class A common stock of Vertiv Holdings Co. The securities may be automatically called on any call observation date.

Unless previously automatically called, on each coupon observation date (i) if the closing price of the underlying stock is less than the buffer price, you will not receive a payment on the applicable coupon payment date and (ii) if the closing price of the underlying stock is greater than or equal to the buffer price, you will receive on the applicable coupon payment date a contingent quarterly coupon payment.

Your securities will be automatically called if the closing price of the underlying stock on any call observation date is greater than or equal to the initial share price, resulting in a payment on the corresponding call payment date equal to the principal amount of your securities plus the contingent quarterly coupon then due. No payments will be made after the call payment date.

At maturity, if not previously automatically called, (i) if the final share price is greater than or equal to the buffer price you will receive the principal amount of your securities plus the contingent quarterly coupon then due and (ii) if the final share price is less than the buffer price, you will lose 2.00% of the stated principal amount for every 1% decline in the final share price from the initial share price beyond the buffer amount and you will not receive a contingent quarterly coupon payment. Under these circumstances, the payment at maturity will be based on the share percent change. You will not participate in any appreciation of the underlying stock.

The securities are for investors who seek to earn a contingent quarterly coupon in exchange for the risk of receiving few or no contingent quarterly coupons if the securities are automatically called and, if not automatically called, losing all or a portion of the principal amount of their securities at maturity.

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. 17,745 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, 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, 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 stock (including historical underlying stock closing prices), the terms of the securities and certain risks.

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. 17,745, 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, 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 stock. 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 Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
You May Not Receive a Contingent Quarterly Coupon on Any Coupon Payment Date
Your Securities Are Subject to Automatic Redemption
The Contingent Quarterly Coupon Does Not Reflect the Actual Performance of the Underlying Stock from the Pricing Date to Any Coupon Observation Date or from Coupon Observation Date to Coupon Observation Date and Investors Will Not Participate in Any Appreciation of the Underlying Stock
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
We Will Not Hold Shares of the Underlying Stock for Your Benefit
In Some Circumstances, the Payment You Receive on the Securities May Be Based on the Securities of Another Company and Not the Issuer of the Underlying Stock
You Have No Shareholder Rights or Any Rights to Receive Any Underlying Stock
We May Sell an Additional Aggregate Principal Amount of the Securities at a Different Issue Price
If You Purchase Your Securities at a Premium to Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Securities Purchased at 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

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

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 stock (including historical underlying stock closing prices), the terms of the securities and certain risks.

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
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
With Respect to Notes Linked to Index Stocks or Exchange-Traded Funds, You Have Limited Anti-Dilution Protection
With Respect to Notes Linked to Index Stocks, There is No Affiliation Between the Underlier Issuer of Such Index Stock and Us

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 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

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 stock (including historical underlying stock closing prices), the terms of the securities and certain risks.

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

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.

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 stock (including historical underlying stock closing prices), the terms of the securities and certain risks.

GS Finance Corporation published this content on April 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 07, 2026 at 18:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]