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    SEC Form FWP filed by Goldman Sachs Group Inc.

    6/24/26 3:51:12 PM ET
    $GS
    Investment Bankers/Brokers/Service
    Finance
    Get the next $GS alert in real time by email
    FWP 1 tsmca002_fwp_gsg.htm FWP FWP

     

    Free Writing Prospectus pursuant to Rule 433 dated June 24, 2026 / Registration Statement No. 333-284538

    STRUCTURED INVESTMENTS

    Opportunities in International Equities

    img97169218_0.jpg

    GS Finance Corp.

     

    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

     

    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

    September 28, 2026

    October 1, 2026

    December 28, 2026

    December 31, 2026

    March 29, 2027

    April 1, 2027

    June 28, 2027

    July 1, 2027

    September 27, 2027

    September 30, 2027

    KEY TERMS

    December 27, 2027

    December 30, 2027

    Company (Issuer) / Guarantor:

    GS Finance Corp. / The Goldman Sachs Group, Inc.

    March 27, 2028

    March 30, 2028

    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

    Pricing date:

    expected to price on or about June 26, 2026

    September 26, 2028

    September 29, 2028

    Original issue date:

    expected to be July 1, 2026

    December 26, 2028

    December 29, 2028

    Valuation date:

    the last coupon observation date, expected to be June 26, 2029

    March 26, 2029

    March 29, 2029

    Coupon observation dates:

    as set forth under “Coupon observation dates”

    June 26, 2029 (valuation date)

    June 29, 2029 (stated maturity date)

    Coupon payment dates:

    as set forth under “Coupon payment dates”

     

     

    Stated maturity date:

    expected to be June 29, 2029

     

     

    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 buffer price, $1,000 plus the final contingent quarterly coupon; or
    •
    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)

     

     

    Initial share price:

    the closing price of the underlying stock on the pricing date

     

     

    Buffer price:

    60.00% of the initial share price

     

     

    Buffer amount:

    40.00%

     

     

    Final share price:

    the closing price of the underlying stock on the valuation date

     

     

    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

    The Securities Have Not Been Automatically Called

    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)

    Downside factor:

    the initial share price divided by the buffer price, which is approximately 1.6667

    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.

    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:

    •
    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
    •
    if the closing price of the underlying stock on the applicable coupon observation date is less than the buffer price, $0.00

    150.000%

    100.000%*

    125.000%

    100.000%*

    110.000%

    100.000%*

    105.000%

    100.000%*

    100.000%

    100.000%*

    90.000%

    100.000%*

    80.000%

    100.000%*

    65.000%

    100.000%*

    Share percent change:

    (final share price –initial share price) / initial share price

    60.000%

    100.000%*

    CUSIP / ISIN:

    40054XBD9 / US40054XBD93

    50.000%

    83.333%

    25.000%

    41.667%

    Estimated value range:

    $915 to $975 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

    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.


     

    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:

    ●
    Preliminary pricing supplement dated June 24, 2026
    ●
    General terms supplement no. 17,745 dated January 20, 2026
    ●
    Prospectus supplement dated February 14, 2025
    ●
    Prospectus dated February 14, 2025

     

     

    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.


     

    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

    ▪
    You May Lose Your Entire Investment in the Securities
    ▪
    The Securities Are Subject to the Credit Risk of the Issuer and the Guarantor
    ▪
    You May Not Receive a Contingent Quarterly Coupon on Any Coupon Payment Date
    ▪
    Your Securities Are Subject to Automatic Redemption
    ▪
    The Contingent Quarterly Coupon Does Not Reflect the Actual Performance of the Underlying Stock from the Pricing Date to Any Coupon Observation Date or from Coupon Observation Date to Coupon Observation Date and Investors Will Not Participate in Any Appreciation of the Underlying Stock
    ▪
    The Estimated Value of Your Securities At the Time the Terms of Your Securities Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Securities
    ▪
    The Market Value of Your Securities May Be Influenced By Many Unpredictable Factors
    ▪
    We Will Not Hold Shares of the Underlying Stock for Your Benefit
    ▪
    In Some Circumstances, the Payment You Receive on the Securities May Be Based on the Securities of Another Company and Not the Issuer of the Underlying Stock
    ▪
    You Have No Shareholder Rights or Any Rights to Receive Any Underlying Stock
    ▪
    We May Sell an Additional Aggregate Principal Amount of the Securities at a Different Issue Price
    ▪
    If You Purchase Your Securities at a Premium to Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Securities Purchased at Principal Amount and the Impact of Certain Key Terms of the Securities Will Be Negatively Affected

    Risks Related to Conflicts of Interest

    ▪
    Other Investors May Not Have the Same Interests as You

    Additional Risks Related to the Underlying Stock

    ▪
    An Investment in the Offered Securities is Subject to Risks Associated with Foreign Securities
    ▪
    The Offered Securities Are Subject to Foreign Currency Exchange Rate Risk
    ▪
    There are Important Differences Between the Rights of Holders of ADSs and the Rights of Holders of the Securities Represented By the ADSs
    ▪
    Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Negatively Affect Your Investment in the Offered Securities

    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

    ▪
    Your Securities May Be Subject to an Adverse Change in Tax Treatment in the Future
    ▪
    Non-United States Holders Should Consider the Withholding Tax Implications of Owning the Securities
    ▪
    Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Securities, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Securities to Provide Information to Tax Authorities

    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

    ▪
    If the Value of an Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner
    ▪
    Past Performance is No Guide to Future Performance
    ▪
    Your Notes May Not Have an Active Trading Market
    ▪
    The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount, If Any, Payable on Your Notes
    ▪
    The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing
    ▪
    With Respect to Notes Linked to Index Stocks or Exchange-Traded Funds, You Have Limited Anti-Dilution Protection
    ▪
    With Respect to Notes Linked to Index Stocks, There is No Affiliation Between the Underlier Issuer of Such Index Stock and Us

    Risks Related to Conflicts of Interest

    ▪
    Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes
    ▪
    Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes
    ▪
    Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes
    ▪
    You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes
    ▪
    Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Underlier or Underliers or Constituent Indices, As Applicable, the Investment Advisors of the Underlier or Underliers, As Applicable, or the Issuers of the Underlier or the Underlier Stocks or Other Entities That Are Involved in the Transaction
    ▪
    The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties

    Risks Related to Tax

    ▪
    Certain Considerations for Insurance Companies and Employee Benefit Plans

     

    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 Return on Indexed Notes May Be Below the Return on Similar Securities
    ▪
    The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note
    ▪
    An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment
    ▪
    An Index to Which a Note Is Linked Could Be Changed or Become Unavailable
    ▪
    We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note
    ▪
    Information About an Index or Indices May Not Be Indicative of Future Performance
    ▪
    We May Have Conflicts of Interest Regarding an Indexed Note

    The following risk factors are discussed in greater detail in the accompanying prospectus:

    Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements

    ▪
    The application of regulatory resolution strategies could increase the risk of loss for holders of our securities in the event of the resolution of Group Inc.
    ▪
    The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders

     

    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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    GridStor, a developer and operator of utility-scale battery energy storage systems, and Axpo, a leading international energy company headquartered in Switzerland, announced today the execution of an Energy Storage Agreement with the Hidden Lakes Reliability Project, a 220 MW, 440 MWh battery energy storage system located in Galveston County, Texas, which began operations in 4Q2025. In brief: GridStor and Axpo have executed an Energy Storage Agreement for the Hidden Lakes Reliability Project, a 220 MW, 440 MWh battery storage system in Galveston County, Texas. The partnership enhances pricing stability for Houston residents and businesses. The transaction demonstrates an innovativ

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    Amendment: SEC Form SC 13G/A filed by Goldman Sachs Group Inc.

    SC 13G/A - GOLDMAN SACHS GROUP INC (0000886982) (Filed by)

    11/8/24 5:34:28 PM ET
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    Amendment: SEC Form SC 13G/A filed by Goldman Sachs Group Inc.

    SC 13G/A - GOLDMAN SACHS GROUP INC (0000886982) (Filed by)

    11/5/24 6:23:11 PM ET
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    Amendment: SEC Form SC 13G/A filed by Goldman Sachs Group Inc.

    SC 13G/A - GOLDMAN SACHS GROUP INC (0000886982) (Filed by)

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