高盛美股招股说明书(2025-05-13版)

GS Finance Corp.$1,113,000 AutocallableS&P 500® Futures 40% VT Adaptive Response 6% Decrement Index (USD) ER-Linked Notes due 2035guaranteed byThe Goldman Sachs Group, Inc. The notes do not bear interest.The notes will mature on the stated maturity date (May 16, 2035) unless they are automatically called on any call observation date commencing in November 2025. Your notes will be automatically called on a call observation date if the closing level of the S&P 500® Futures 40% VT Adaptive Response 6% Decrement Index(USD) ER on such date isgreater thanorequal to103% of the initial underlier level of 362.64 (which is the closing level ofthe index on the trade date (May 9, 2025)), resulting in a payment on the corresponding call payment date equal to (i) theface amount of your notesplus(ii) theproductof $1,000timesthe applicable call premium amount. The call observationdates, call payment dates and applicable call premium amount for each call payment date are specified on page PS-7 ofthis pricing supplement. The index attempts to provide exposure to the S&P 500® Futures Excess Return Index with a rules-based overlay thatadjusts exposure to the S&P 500® Futures Excess Return Index on a daily basis. The objective of these rules, takencollectively, is to create an index that provides for volatility-adjusted exposure to the S&P 500® Index, coupled with further adjustments based on calendar-based signals and price patterns, subject to a maximumexposure of 500% and a maximum daily change in leverage of 100%. In addition, the index is subject to a daily decrementof 6.0% per annum. The S&P 500®Futures Excess Return Index tracks the performance of E-mini S&P 500 futures contracts, not the S&P500®Index. Generally, the return on an investment in a futures contract is correlated with, but not the same as, the returnon buying and holding the securities underlying such contract. The index is subject to risks associated with the use of significant leverage. Investors should be aware that theuse of leverage will magnify and accelerate any negative performance of the index. The index is also subject to acap on the maximum daily change in leverage of 100%, which may result in the index leveraging up more slowly In addition, a per annum deduction that is a fixed 6.0% of the index level, also known as a decrement, is deducteddaily, even when the index is not fully invested. The deduction of the decrement has the effect of offsettingpositive returns, and worsening negative returns, on the performance of the index, and the inclusion of the decrement means the index will trail the performance of an identical index without such a decrement feature. In The index attempts to provide exposure to the S&P 500®Excess Return Index tracks futures contracts on the S&P 500® performance of the S&P 500®Index because of an implicit financing cost. The description above is only a summary. For a more detailed description of the index, see “Index Summary”beginning on page PS-3. If your notes arenotautomatically called, the amount that you will be paid on your notes on the stated maturity date will bebased on the performance of the index as measured from the trade date to and including the determination date (May 9,2035). If the final underlier level on the determination date isgreater thanorequal to103% of the initial underlier level, the returnon your notes will be positive and you will receive the maximum settlement amount of $2,900.08 for each $1,000 face If the final underlier level declines by up to 70% from the initial underlier level, you will receive the face amount of yournotes. If the final underlier level declines by more than 70% from the initial underlier level, the return on your notes willbe negative. You could lose your entire investment in the notes.The return on your notes is capped. If the notes are automatically called, the maximum payment you would receive for each $1,000 face amount of your notes is equal to (i) $1,000plus(ii) theproductof $1,000timesthe applicable callpremium amount. If your notes are not automatically called, the maximum payment you would receive on the statedmaturity date for each $1,000 face amount of your notes is $2,900.08. If your notes are not automatically called on any callobservation date, we will calculate the underlier return to determine your payment at maturity, which is the percentage of $2,900.08;●if the final underlier level isless than103% of the initial underlier level, butgreater thanorequal to30% of the initialunderlier level, $1,000; or●if the final underlier level isless than30% of the initial underlier level, thesumof (i) $1,000plus(ii) theproductof (a) You should read the disclosure herein to better understand the terms and risks of your investment, including thecredit risk of GS Finance Corp. and The Goldman Sachs Group, Inc., as well as risks associated with the index,including the use of leverage and a decrement. See page PS-15. The estimated value of your not