10/09/2025 | Press release | Distributed by Public on 10/09/2025 07:41
Free Writing Prospectus pursuant to Rule 433 dated October 9, 2025 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS Opportunities in U.S. Equities GS Finance Corp. |
Dual Directional Trigger PLUS Based on the Performance of the Common Stock of Vistra Corp. due October 13, 2028
Principal at Risk Securities
The Dual Directional 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 October 8, 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 |
Trigger PLUS Payoff Diagram* |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Underlying stock: |
the common stock of Vistra Corp. (current Bloomberg ticker: "VST UN") |
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Pricing date: |
expected to price on or about October 10, 2025 |
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Original issue date: |
expected to be October 16, 2025 |
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Valuation date: |
expected to be October 10, 2028 |
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Stated maturity date: |
expected to be October 13, 2028 |
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Payment at maturity (for each $1,000 stated principal amount of your Trigger PLUS): |
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if the final share price is greater than the initial share price, $1,000 + the leveraged upside payment, subject to the maximum upside payment at maturity;
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if the final share price is equal to or less than the initial share price, but greater than or equal to the trigger price, $1,000 + the leveraged downside payment; or
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if the final share price is less than the trigger price, $1,000 × share performance factor
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Leveraged upside payment: |
$1,000 × upside leverage factor × share percent change |
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Upside leverage factor: |
200.00% |
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Leveraged downside payment: |
$1,000 × downside leverage factor × share percent change |
Hypothetical Final Share Price (as Percentage of Initial Share Price) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
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Downside leverage factor: |
200.00% |
175.000% |
165.000% |
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Maximum upside payment at maturity: |
at least $1,650.00 per Trigger PLUS (at least 165.00% of the stated principal amount) |
150.000% |
165.000% |
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140.000% |
165.000% |
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Share percent change: |
(final share price - initial share price) / initial share price |
132.500% |
165.000% |
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Absolute share return: |
the absolute value of the share percent change. For example, a -5% share percent change will result in a +5% absolute share return. |
120.000% |
140.000% |
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110.000% |
120.000% |
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100.000% |
100.000% |
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Initial share price: |
the closing price of the underlying stock on the pricing date |
90.000% |
120.000% |
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Final share price: |
the closing price of the underlying stock on the valuation date |
70.000% |
160.000% |
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Trigger price: |
60.00% of the initial share price |
60.000% |
180.000% |
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Share performance factor: |
final share price / initial share price |
59.999% |
59.999% |
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CUSIP / ISIN: |
40058QHZ5 / US40058QHZ54 |
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) |
30.000% |
30.000% |
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25.000% |
25.000% |
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0.000% |
0.000% |
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*assumes a maximum upside payment at maturity of $1,650.00 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 stock (including historical closing prices of the underlying stock), the terms of the Trigger PLUS and certain risks.
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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 common stock of Vistra Corp. as measured from the pricing date to and including the valuation date.
If the final share price is greater than the initial share price, the return on your Trigger PLUS will be positive and equal to the product of the upside leverage factor multiplied by the share percent change, subject to the maximum upside payment at maturity.
If the final share price is equal to or less than the initial share price but greater than or equal to the trigger price, you will receive the principal amount of your Trigger PLUS plus a positive return reflecting the downside leverage factor multiplied by the absolute value of the share percentage change (e.g., if the share percentage change is -5.00%, your return will be +10.00%). However, if the final share 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 200.00% of any positive return of the underlying stock, subject to the maximum upside payment at maturity, seek a leveraged positive return for moderate decreases in the underlying stock, are willing to forgo interest payments and are willing to risk losing their entire investment if the final share 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. 17,741 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. 17,741 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. 17,741 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 stock (including historical closing prices of the underlying stock), the terms of the Trigger PLUS and certain risks.
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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. 17,741, 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. 17,741 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 stock. 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
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,741:
Risks Related to Structure, Valuation and Secondary Market Sales
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 stock (including historical closing prices of the underlying stock), the terms of the Trigger PLUS and certain risks.
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Risks Related to Conflicts of Interest
Risks Related to Tax
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 stock (including historical closing prices of the underlying stock), the terms of the Trigger PLUS and certain risks.
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The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
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 stock (including historical closing prices of the underlying stock), the terms of the Trigger PLUS and certain risks.
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