Free Writing Prospectus pursuant to Rule 433 dated June 2, 2026
Registration Statement No. 333-284538
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Market Linked Notes — Upside Participation to a Cap and Principal Return at Maturity Notes Linked to a Basket due January 3, 2030 |
Summary of Terms |
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Company (Issuer) and Guarantor: |
GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
Market measure: |
An equally weighted basket (the “basket”) comprised of the following basket components (each referred to as a “basket component,” and collectively as the “basket components”). For each basket component, its weighting percentage also is set forth below:
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Pricing date: |
expected to be June 29, 2026 |
Issue date: |
expected to be July 2, 2026 |
Calculation day: |
expected to be December 28, 2029 |
Stated maturity date: |
expected to be January 3, 2030 |
Starting level: |
100 |
Ending level: |
the product of (i) 100 times (ii) the sum of (a) 1 plus (b) the sum of the products, as calculated for each basket component, of: (1) its basket component return multiplied by (2) its weighting percentage |
Basket return: |
ending level – starting level starting level |
Initial basket component level: |
with respect to a basket component, the closing level of such basket component on the pricing date |
Final basket component level: |
with respect to a basket component, the closing level of such basket component on the calculation day |
Basket component return: |
with respect to a basket component, its “basket component return” is the percentage change from its initial basket component level to its final basket component level, measured as follows: final basket component level – initial basket component level initial basket component level |
Maximum return: |
at least 29.15% of the face amount per note (at least $291.50 per note) |
Upside participation rate: |
100% |
Payment amount at maturity (for each $1,000 face amount of your notes): |
• if the ending level is greater than the starting level: $1,000 plus the lesser of: (i) $1,000 × basket return × upside participation rate; and (ii) the maximum return; or • if the ending level is less than or equal to the starting level: $1,000 |
CUSIP: |
40054RP21 |
Tax consequences: |
See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement |
Underwriting discount: |
up to 3.325% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the notes. WFS will receive the underwriting discount of up to 3.325% of the aggregate face amount of the notes sold. The agent may resell the notes to Wells Fargo Advisors (“WFA”) at the original issue price of the notes less a concession of 2.25% of the aggregate face amount of the notes. 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 note WFA sells. |
* In addition, in respect of certain notes sold in this offering, GS&Co. may pay a fee of up to 0.20% of the aggregate face amount of the notes sold to selected notes dealers in consideration for marketing and other services in connection with the distribution of the notes to other securities dealers.
Hypothetical Payout Profile* |
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* assumes a maximum return of 29.15% of the face amount per note ($291.50 per note). |
If the ending level is less than the starting level, you will not receive any positive return on the notes.
You should read the accompanying preliminary pricing supplement dated June 2, 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 notes 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 notes at the time the terms of your notes are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your notes.
The notes 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 notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components, the terms of the notes and certain risks.
About Your Notes |
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, underlier supplement no. 48, WFS product supplement no. 10 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, underlier supplement no. 48, WFS product supplement no. 10 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, underlier supplement no. 48, WFS product supplement no. 10 and preliminary pricing supplement if you so request by calling (212) 357-4612.
Risk Factors |
An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 10, accompanying underlier supplement no. 48, 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. 10, accompanying underlier supplement no. 48, 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. 10, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 48, 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 EURO STOXX 50® Index
Risks Related to Tax
For details about the license agreement between each basket component sponsor and the issuer, see “The Underliers — S&P 500® Index” and “The Underliers — EURO STOXX 50® Index” S-127 and S-36 of the accompanying underlier supplement no. 48, respectively.
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.