Free Writing Prospectus pursuant to Rule 433 dated February 4, 2026 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
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GS Finance Corp. |
Dual Directional Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due March 2, 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 February 4, 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.
KEY TERMS |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
Underlying ETF: |
Invesco S&P 500® Equal Weight ETF (current Bloomberg symbol: “RSP UP Equity”) |
Index: |
with respect to the underlying ETF, the index tracked by such underlying ETF. |
Pricing date: |
expected to price on or about February 27, 2026 |
Original issue date: |
expected to be March 4, 2026 |
Valuation date: |
expected to be February 28, 2028 |
Stated maturity date: |
expected to be March 2, 2028 |
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 + the leveraged upside payment, subject to the maximum upside 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 + ($1,000 × the absolute ETF return); or • If the final ETF price is less than the trigger price, $1,000 × ETF performance factor |
Leveraged upside payment: |
$1,000 × leverage factor x ETF percent change |
Leverage factor: |
200.00% |
Maximum upside payment at maturity (set on the pricing date): |
at least $1,176.00 per Trigger PLUS (at least 117.60% of the stated principal amount) |
ETF percent change: |
(final ETF price / initial ETF price) / initial ETF price |
Absolute ETF return: |
the absolute value of the ETF percent change. For example, a -5% ETF percent change will result in a +5% absolute ETF return. |
Initial ETF price: |
the closing price of the underlying ETF on the pricing date |
Final ETF price: |
the closing price of the underlying ETF on the valuation date |
Trigger price: |
85.00% of the initial ETF price |
ETF performance factor: |
final ETF price / initial ETF price |
CUSIP / ISIN: |
40058XFB5 / US40058XFB55 |
Estimated value range: |
$915 to $975 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
Trigger PLUS Payoff Diagram* |
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|
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Hypothetical Final ETF Price (as Percentage of Initial ETF Price) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
175.000% |
117.600% |
150.000% |
117.600% |
140.000% |
117.600% |
108.800% |
117.600% |
107.000% |
114.000% |
105.000% |
110.000% |
100.000% |
100.000% |
95.000% |
105.000% |
90.000% |
110.000% |
85.000% |
115.000% |
84.999% |
84.999% |
55.000% |
55.000% |
50.000% |
50.000% |
30.000% |
30.000% |
25.000% |
25.000% |
0.000% |
0.000% |
*assumes a maximum upside payment at maturity of $1,176.00 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.
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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 Invesco S&P 500® Equal Weight 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 change, subject to the maximum upside 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 plus a positive return reflecting the absolute value of the ETF percentage change (e.g., if the ETF percentage change is -5.00%, your return will be +5.00%). 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 200.00% of any positive return of the underlying ETF, subject to the maximum upside payment at maturity, seek a positive return for moderate decreases in the underlying ETF, 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. 17,745 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 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.
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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. 17,745, 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 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.
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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
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.
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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 ETF (including historical closing prices of the underlying ETF), the terms of the Trigger PLUS and certain risks.
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