高盛美股招股说明书(2025-05-13版)

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 calledon 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 observation dates, call payment dates and applicable call premium amount for each call payment date are specified on page PS-7 of this pricing supplement.The index attempts to provide exposure to the S&P 500® Futures Excess Return Index with a rules-based overlay that adjusts exposure to the S&P 500®Futures Excess Return Index on a daily basis. The objective of these rules, taken exposure 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&PIndex. Generally, the return on an investment in a futures contract is correlated with, but not the same as, the return on 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 slowlyin the event of a market rally, and/or deleveraging more slowly in the event of a market sell-off, compared to anidentical index that does not cap the amount of daily leverage change.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 offsetting positive 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 addition, the index may be significantly uninvested in the S&P 500®day, and, in that case, will realize only a portion of any gains in the appreciation of the S&P 500® Return Index or the E-mini S&P 500 futures contracts on that day and any uninvested portion will earn no return. The index attempts to provide exposure to the S&P 500®Futures Excess Return Index. The S&P 500®FuturesExcess Return Index tracks futures contracts on the S&P 500®Index and is likely to underperform the total return 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,If the final underlier level on the determination date isgreater thanorequal to103% of the initial underlier level, the return on your notes will be positive and you will receive the maximum settlement amount of $2,900.08 for each $1,000 faceamount of your notes.If the final underlier level declines by up to 70% from the initial underlier level, you will receive the face amount of your The return on your notes is capped. If the notes are automatically called, the maximum payment you would receive foreach $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 percentageincrease or decrease in the final underlier level from the initial underlier level. At maturity, for each $1,000 face amount ofyour notes, you will receive an amount in cash equal to:●if the final underlier level isgreater thanorequal to103% of the initial underlier level, the maximum settlement amountof $2,900.08; comprising the underwriting discount.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contraryis a criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.Goldman Sachs & Co. LLC P