高盛美股招股说明书(2025-07-14版)

Subject to Completion. Dated July 11, 2025.GS Finance Corp. $Callable Fixed and Floating Rate Notes dueguaranteed by The Goldman Sachs Group, Inc. The notes will mature on the stated maturity date (expected to be July 31, 2040).On the stated maturity date, we will pay you an amount in cash equal to the principal amount of your notesplusaccrued and unpaid interest. Subject to our redemption right, the notes will pay interest quarterly, beginning approximately three 2027 (the fixed rate period), we will pay interest quarterly at a fixed rate of 10.00% per annum. For each interest periodcommencing on or after July 31, 2027 (the floating rate period), the amount of interest you will be paid each quarter will minimum interest rate of 0% per annum.By purchasing this note, you are taking the view that, during the floating rate period, compounded SOFR will be less than 7.00%.We may redeem your notes at 100% of their principal amount plus any accrued and unpaid interest on any quarterlyinterest payment date on or after July 31, 2027.For each quarterly interest period commencing on or after July 31, 2027, the interest rate per annum for such interestperiod will equal: •if (i) 7.00%minuscompounded SOFRtimes(ii) 1.25 isequal toorless than0%, the minimum interest rate of 0%.For each interest period from and including July 31, 2025 to but excluding July 31, 2027, the interest rate will equal 10.00% per annum.You should read the disclosure herein to better understand the terms and risks of your investment, including the creditrisk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page S-9. The estimated value of your notes at the time the terms of your notes are set on the trade date is expected to be between $878.4 and $938.4 per $1,000 principal amount. For a discussion of the estimated value and the price at whichGoldman Sachs & Co. LLC would initially buy or sell your notes, if it makes a market in the notes, see the followingOriginal issue date:expected to be July 31, 2025Original issue price:100% of the principal amountUnderwriting discount:% of the principal amountNet proceeds to the issuer:% of the principal amount of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to thecontrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal DepositInsurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use this prospectus in a market-making transaction in a note after its initialsale.Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, thisprospectus is being used in a market-making transaction. Estimated Value of Your Notes The value of your notes at any time will reflect many factors and cannot be predicted; however, the price (not includingGS&Co.’s customary bid and ask spreads) at which GS&Co. would initially buy or sell notes (if it makes a market, whichit is not obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal toapproximately the estimated value of your notes at the time of pricing, plus an additional amount (initially equal to $per $1,000 principal amount). estimated value of your notes (as determined by reference to GS&Co.’s pricing models) plus (b) any remainingadditional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through). On and after, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy orsell your notes (if it makes a market) will equal approximately the then-current estimated value of your notes determined About Your Prospectus The notes are part of the Medium-Term Notes, Series F program of GS Finance Corp., and are fully andunconditionally guaranteed by The Goldman Sachs Group, Inc. This prospectus includes this prospectus supplementand the accompanying documents listed below. This prospectus supplement constitutes a supplement to thedocuments listed below and should be read in conjunction with such documents:•Prospectus supplement dated February 14, 2025 S-2 14, 2025, and references to the “accompanying prospectus supplement” mean the accompanying prospectussupplement, dated February 14, 2025, for Medium-Term Notes, Series F, in each case of GS Finance Corp. and The Goldman Sachs Group, Inc. Please note that in this section entitled “Specific Terms of Your Notes”, references to“holders” mean those who own notes registered in their own names, on the books that we or the trustee maintain forthis purpose, and not those who own beneficial interests in notes registered in street name or in notes issued in book-entry form through The Depository Trust Company. Please review the special considerations that apply to owners ofbeneficial interests in the accompanying prospectus, under