02/24/2026 | Press release | Distributed by Public on 02/24/2026 05:02
Free Writing Prospectus pursuant to Rule 433 dated February 23, 2026
Registration Statement No. 333-284538
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Market Linked Securities - Autocallable with Contingent Downside Principal at Risk Securities Linked to the Lowest Performing of the SPDR® Gold Trust and the iShares® Silver Trust due March 2, 2029 |
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Summary of Terms |
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Company (Issuer) and Guarantor: |
GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
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Market measures (each referred to as an "underlier" and collectively as the "underliers"): |
the SPDR® Gold Trust and the iShares® Silver Trust |
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Pricing date: |
expected to be February 27, 2026 |
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Issue date: |
expected to be March 4, 2026 |
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Final calculation day: |
expected to be February 27, 2029 |
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Stated maturity date: |
expected to be March 2, 2029 |
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Starting price: |
with respect to an underlier, the fund closing price of such underlier on the pricing date |
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Ending price: |
with respect to an underlier, the fund closing price of such underlier on the final calculation day |
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Performance factor: |
with respect to an underlier on any call date, its fund closing price on such day divided by its starting price (expressed as a percentage) |
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Lowest performing underlier: |
for any call date, the underlier with the lowest performance factor on that day |
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Automatic call: |
if the fund closing price of the lowest performing underlier on any call date is greater than or equal to its applicable call threshold price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus the call premium applicable to the relevant call date. The last call date is the final calculation day, and payment upon an automatic call on the final calculation day, if applicable, will be made on the stated maturity date. |
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Call threshold price: |
with respect to an underlier, (i) with respect to the first 24 call dates, the starting price and (ii) with respect to the final call date, 70.00% of the starting price |
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Threshold price: |
with respect to an underlier, 70.00% of its starting price |
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Threshold amount: |
30.00% |
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Call dates and call premiums: |
the actual call premium and payment per security upon an automatic call that is applicable to each call date will be determined on the pricing date and will be at least the values specified in the table below |
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Call settlement date: |
three business days after the applicable call date; provided that the call settlement date for the last call date is the stated maturity date |
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Payment amount at maturity (for each $1,000 face amount of your securities) |
$1,000 × performance factor of the lowest performing underlier on the final calculation day |
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Underwriting discount: |
up to 2.575% of the face amount*; Wells Fargo Securities, LLC ("WFS") is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.575% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors ("WFA") at the original issue price of the securities less a concession of 2.00% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells. |
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CUSIP: |
40058XPN8 |
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Tax consequences: |
See "Supplemental Discussion of U.S. Federal Income Tax Considerations" in the accompanying preliminary pricing supplement |
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* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.30% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers. |
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Hypothetical Payout Profile*
* assumes a call premium for such call settlement date equal to the lowest possible call premium that may be determined on the pricing date
Any positive return on the securities will be limited to the applicable call premium, even if the fund closing price of the lowest performing underlier on the applicable call date significantly exceeds its starting price. You will not participate in any appreciation of any underlier beyond the applicable fixed call premium. If the securities are not automatically called and the ending price of the lowest performing underlier on the final calculation day is less than its threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the lowest performing underlier on the final calculation day and will lose more than 70%, and possibly all, of the face amount of your securities at maturity.
You should read the accompanying preliminary pricing supplement dated February 23, 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.
The securities 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:
The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $890 and $920 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.
The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See "Risk Factors" in this term sheet and in the accompanying preliminary pricing 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 underliers, the terms of the securities and certain risks.
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Call dates and Call premiums |
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Call Date |
Call Premium |
Payment per Security upon an Automatic Call |
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March 4, 2027 |
at least 17.75% of the face amount |
at least $1,177.50 |
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April 5, 2027 |
at least 19.229% of the face amount |
at least $1,192.29 |
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May 4, 2027 |
at least 20.708% of the face amount |
at least $1,207.08 |
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June 4, 2027 |
at least 22.188% of the face amount |
at least $1,221.88 |
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July 5, 2027 |
at least 23.667% of the face amount |
at least $1,236.67 |
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August 4, 2027 |
at least 25.146% of the face amount |
at least $1,251.46 |
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September 7, 2027 |
at least 26.625% of the face amount |
at least $1,266.25 |
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October 4, 2027 |
at least 28.104% of the face amount |
at least $1,281.04 |
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November 4, 2027 |
at least 29.583% of the face amount |
at least $1,295.83 |
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December 6, 2027 |
at least 31.063% of the face amount |
at least $1,310.63 |
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January 4, 2028 |
at least 32.542% of the face amount |
at least $1,325.42 |
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February 4, 2028 |
at least 34.021% of the face amount |
at least $1,340.21 |
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March 6, 2028 |
at least 35.50% of the face amount |
at least $1,355.00 |
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April 4, 2028 |
at least 36.979% of the face amount |
at least $1,369.79 |
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May 4, 2028 |
at least 38.458% of the face amount |
at least $1,384.58 |
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June 5, 2028 |
at least 39.938% of the face amount |
at least $1,399.38 |
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July 5, 2028 |
at least 41.417% of the face amount |
at least $1,414.17 |
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August 4, 2028 |
at least 42.896% of the face amount |
at least $1,428.96 |
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September 5, 2028 |
at least 44.375% of the face amount |
at least $1,443.75 |
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October 4, 2028 |
at least 45.854% of the face amount |
at least $1,458.54 |
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November 6, 2028 |
at least 47.333% of the face amount |
at least $1,473.33 |
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December 4, 2028 |
at least 48.813% of the face amount |
at least $1,488.13 |
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January 4, 2029 |
at least 50.292% of the face amount |
at least $1,502.92 |
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February 5, 2029 |
at least 51.771% of the face amount |
at least $1,517.71 |
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February 27, 2029 |
at least 53.25% of the face amount |
at least $1,532.50 |
About Your Securities
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, WFS product supplement no. 9, 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, WFS product supplement no. 9, 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, WFS product supplement no. 9, and preliminary pricing supplement if you so request by calling (212) 357-4612.
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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 WFS product supplement no. 9, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 9, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full "Selected Risk Considerations" in the accompanying preliminary pricing supplement, "Risk Factors" in the accompanying WFS product supplement no. 9, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
Additional Risks Related to the Underliers
Additional Risks Related to the SPDR® Gold Trust
Additional Risks Related to the iShares® Silver Trust
Risks Related to Tax
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.
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 underliers, the terms of the securities and certain risks.
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