高盛美股招股说明书(2025-01-27版)

Subject to Completion. Dated January 27, 2025.GS Finance Corp.$Leveraged Buffered Russell 2000®Futures Excess Return Index-LinkedNotes dueguaranteed byThe Goldman Sachs Group, Inc. The notes do not bear interest.The amount that you will be paid on your notes on the stated maturitydate (expected to be August 2, 2028) is based on the performance of the Russell 2000®FuturesExcess Return Index as measured from January 24, 2025 (the date the initial level was set) to andincluding the determination date (expected to be July 28, 2028). The index tracks the performance of E-mini Russell 2000 futures contracts, not the Russell2000®Index. Generally, the return on an investment in a futures contract is correlated with, butnot the same as, the return on buying and holding the securities underlying such contract. Inaddition, limited historical information regarding the performance of the index is available,which may make it difficult for you to make an informed decision with respect to an investmentin the notes. If the final index level on the determination date isgreater thanthe initial index level of 322.97 (which isthe closing level of the index on January 24, 2025 and may be higher or lower than the closing level ofthe index on the trade date (expected to be January 28, 2025), the return on your notes will be positiveand will equal the participation rate of 1.56timesthe indexreturn. If the final index level declines by upto 20% from the initial index level, you will receive the face amount of your notes. If the final index level declines by more than 20% from the initial index level, the return on your noteswill be negative and will equal the index returnplus20%.You could lose a significant portion of theface amount of your notes. To determine your payment at maturity, we will calculate the index return, which is the percentageincrease or decrease in the final index level from the initial index level. At maturity, for each $1,000face amount of your notes, you will receive an amount in cash equal to: ●if the index return ispositive(the final index level isgreater thanthe initial index level), thesumof (i)$1,000plus(ii) theproductof (a) $1,000times(b) the participation ratetimes(c) the index return;●if the index return iszeroornegativebutnot below-20% (the final index level isequal tothe initialindex level or isless thanthe initial index level, but not by more than 20%), $1,000; or ●if the index return isnegativeand isbelow-20% (the final index level isless thanthe initial index levelby more than 20%), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b)thesum oftheindex returnplus20%.You will receive less than the face amount of your notes. You should read the disclosure herein to better understand the terms and risks of yourinvestment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.See page PS-10. The estimated value of your notes at the time the terms of your notes are set on the trade date isexpected to be between $915 and $955 per $1,000 face amount. For a discussion of the estimatedvalue and the price at which Goldman Sachs & Co. LLC would initially buy or sell your notes, if itmakes a market in the notes, see the following page. Original issue date:expected to be January 31,Original issue price:100% of the face Underwritingdiscount: Neither the Securities and Exchange Commission nor any other regulatory body has approvedor disapproved of these securities or passed upon the accuracy or adequacy of thisprospectus. Any representation to the contrary is a criminal offense. The notes are not bankdeposits and are not insured by the Federal Deposit Insurance Corporation or any othergovernmental agency, nor are they obligations of, or guaranteed by, a bank. Goldman Sachs & Co. LLCPricing Supplement No.dated, 2025. The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially.We may decide to sell additional notes after the date of this pricing supplement, at issue prices andwith underwriting discounts and net proceeds that differ from the amounts set forth above. The return(whether positive or negative) on your investment in notes will depend in part on the issue price youpay for such notes. GS Finance Corp. may use this prospectus in the initial sale of the notes. In addition, Goldman Sachs& Co. LLC or any other affiliate of GS Finance Corp. may use this prospectus in a market-makingtransaction in a note after its initial sale.Unless GS Finance Corp. or its agent informs thepurchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction. Estimated Value of Your Notes The estimated value of yournotes at the time the terms of your notes are set on the trade date (asdetermined by reference to pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and takinginto account our credit spreads) is expected to be between $915 and $955 per $1,000 face amount,which is less than the or