06/24/2026 | Press release | Distributed by Public on 06/24/2026 13:51
Free Writing Prospectus pursuant to Rule 433 dated June 24, 2026 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
Opportunities in International Equities
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GS Finance Corp. |
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Contingent Income Buffered Auto-Callable Securities Based on the Performance of an American Depositary Share of Taiwan Semiconductor Manufacturing Company Limited due June 29, 2029 |
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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 24, 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 |
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September 28, 2026 |
October 1, 2026 |
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December 28, 2026 |
December 31, 2026 |
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March 29, 2027 |
April 1, 2027 |
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June 28, 2027 |
July 1, 2027 |
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September 27, 2027 |
September 30, 2027 |
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KEY TERMS |
December 27, 2027 |
December 30, 2027 |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
March 27, 2028 |
March 30, 2028 |
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Underlying stock: |
an American depositary share ("ADS") of Taiwan Semiconductor Manufacturing Company Limited (current Bloomberg ticker: "TSM UN"), representing five common shares of Taiwan Semiconductor Manufacturing Company Limited |
June 26, 2028 |
June 29, 2028 |
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Pricing date: |
expected to price on or about June 26, 2026 |
September 26, 2028 |
September 29, 2028 |
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Original issue date: |
expected to be July 1, 2026 |
December 26, 2028 |
December 29, 2028 |
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Valuation date: |
the last coupon observation date, expected to be June 26, 2029 |
March 26, 2029 |
March 29, 2029 |
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Coupon observation dates: |
as set forth under "Coupon observation dates" |
June 26, 2029 (valuation date) |
June 29, 2029 (stated maturity date) |
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Coupon payment dates: |
as set forth under "Coupon payment dates" |
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Stated maturity date: |
expected to be June 29, 2029 |
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Payment at maturity (for each $1,000 stated principal amount of your securities): |
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if the final share price is greater than or equal to the buffer price, $1,000 plus the final contingent quarterly coupon; or
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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)
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Initial share price: |
the closing price of the underlying stock on the pricing date |
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Buffer price: |
60.00% of the initial share price |
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Buffer amount: |
40.00% |
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Final share price: |
the closing price of the underlying stock on the valuation date |
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Call observation dates: |
each coupon observation date specified in the table commencing on September 28, 2026 and ending on March 26, 2029 |
Hypothetical Payment Amount At Maturity |
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The Securities Have Not Been Automatically Called |
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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) |
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Downside factor: |
the initial share price divided by the buffer price, which is approximately 1.6667 |
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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. |
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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:
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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 $32.50 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
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if the closing price of the underlying stock on the applicable coupon observation date is less than the buffer price, $0.00
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150.000% |
100.000%* |
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125.000% |
100.000%* |
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110.000% |
100.000%* |
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105.000% |
100.000%* |
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100.000% |
100.000%* |
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90.000% |
100.000%* |
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80.000% |
100.000%* |
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65.000% |
100.000%* |
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Share percent change: |
(final share price -initial share price) / initial share price |
60.000% |
100.000%* |
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CUSIP / ISIN: |
40054XBD9 / US40054XBD93 |
50.000% |
83.333% |
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25.000% |
41.667% |
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Estimated value range: |
$915 to $975 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
0.000% |
0.000% |
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* Does not include the final contingent quarterly coupon |
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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.
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About Your Securities |
The amount that you will be paid on your securities is based on the performance of an ADS of Taiwan Semiconductor Manufacturing Company Limited, representing five common shares of Taiwan Semiconductor Manufacturing Company Limited. 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 approximately 1.6667% 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.
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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. 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
Risks Related to Conflicts of Interest
Additional Risks Related to the Underlying Stock
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.
Risks Related to Tax
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
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 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 prospectus:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
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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.