Free Writing Prospectus pursuant to Rule 433 dated April 20, 2026 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
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GS Finance Corp. |
Contingent Income Securities Based on the Performance of the Class B Common Stock of NIKE, Inc. due May 5, 2027
Principal at Risk Securities
The Contingent Income 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 20, 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 stock: |
the Class B common stock of NIKE, Inc. (current Bloomberg ticker: “NKE UN”) |
Pricing date: |
expected to price on or about April 30, 2026 |
Original issue date: |
expected to be May 5, 2026 |
Coupon observation dates: |
as set forth under “Coupon observation dates” |
Coupon payment dates: |
as set forth under “Coupon payment dates” |
Stated maturity date: |
expected to be May 5, 2027 |
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 downside threshold price, $1,000 plus the final contingent quarterly coupon; or • if the final share price is less than the downside threshold price, $1,000 × the share performance factor |
Initial share price: |
the closing price of the underlying stock on the pricing date |
Final share price: |
the closing price of the underlying stock on the determination date |
Determination date: |
the last coupon observation date, expected to be April 30, 2027 |
Downside threshold price: |
80.00% of the initial share price |
Contingent quarterly coupon (set on the pricing date): |
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 downside threshold price, (i) the product of at least $47.00 (set on the pricing date) 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 downside threshold price, $0.00 |
Share performance factor: |
final share price / initial share price |
CUSIP / ISIN: |
40059DEE3 / US40059DEE31 |
Estimated value range: |
$910 to $970 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
Coupon observation dates |
Coupon payment dates |
July 30, 2026 |
August 4, 2026 |
October 30, 2026 |
November 4, 2026 |
February 1, 2027 |
February 4, 2027 |
April 30, 2027 (determination date) |
May 5, 2027 (stated maturity date) |
Hypothetical Payment Amount At Maturity |
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Hypothetical Final Share Price (as Percentage of Initial Share Price) |
Hypothetical Payment at Maturity (as Percentage of Principal Amount) |
175.000% |
100.000%* |
150.000% |
100.000%* |
125.000% |
100.000%* |
110.000% |
100.000%* |
100.000% |
100.000%* |
95.000% |
100.000% |
85.000% |
100.000% |
80.000% |
100.000% |
79.999% |
79.999% |
55.000% |
55.000% |
30.000% |
30.000% |
25.000% |
25.000% |
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.
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About Your Securities |
The amount that you will be paid on your securities is based on the performance of the Class B common stock of NIKE, Inc. The securities will mature on the stated maturity date. If the final share price is greater than or equal to the downside threshold price, you will receive your $1,000 principal amount of your securities plus a contingent quarterly coupon. You will not participate in any appreciation of the underlying stock. If the final share price is less than the downside threshold price, you will not receive a coupon payment and you will lose a significant portion or all of your investment.
The securities will not pay a fixed coupon and may pay no coupon on a coupon payment date. On each coupon observation date, if the closing price of the underlying stock is greater than or equal to the downside threshold price, you will receive on the corresponding coupon payment date a contingent quarterly coupon payment. If the closing price of the underlying stock on any coupon observation date is less than the downside threshold price, you will not receive a contingent quarterly coupon payment on the applicable coupon payment date.
The securities are for investors who seek to earn a contingent quarterly coupon at an above current market rate in exchange for the risk of receiving few or no contingent quarterly coupons and the risk of losing all or a portion of the principal of their securities.
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
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 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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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.
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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 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.
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