高盛美股招股说明书(2025-10-24版)

$22,978,650 Trigger Autocallable Contingent Yield Notes due 2028guaranteed by The Goldman Sachs Group, Inc.Linked to the least performing of the Russell 2000Index and the S&P 500 IndexInvestment Description®® The amount you will be paid on your notes is based on the performance of the least performing of the Russell 2000®Indexand the S&P500®Index. The notes are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. Your noteswill pay a contingent coupon on a coupon payment date only if the closing level of each index on the applicable observation date (quarterly,including the determination date) is equal to or greater than its coupon barrier. Otherwise, no contingent coupon will be paid for the relevantcoupon payment date. Commencing in April 2026, your notes will be automatically called if the closing level of each index on anyobservation date is equal to or greater than its initial index level on the trade date. If the notes are automatically called, you will receive onthe applicable coupon payment date following such observation date a payment per note equal to the face amount plus the contingentcoupon otherwise due, and no further payments will be owed to you under the notes. If the notes are not automatically called and theclosing level of each index on the determination date (the final index level) is equal to or greater than its downside threshold (which is thesame as its coupon barrier), you will receive the face amount of your notes plus the final contingent coupon. If, however, the notes are notautomatically called and the final index level of any index is less than its downside threshold, you will receive less than the face amount ofyour notes and you will not receive a final contingent coupon, resulting in a percentage loss on your investment equal to the percentagechange in the lesser performing index from the trade date to the determination date (the index return) and you could lose all of yourinvestment. The lesser performing index is the index with the lowest index return. Investing in the notes involves significant risks. You may lose a significant portion or all of your investment and may not receiveany contingent coupon during the term of the notes. You will be exposed to the market risk of each index on each observationdate, including the determination date, and any decline in the level of one index may negatively affect your return and will not beoffset or mitigated by a lesser decline or any potential increase in the level of any other index. Generally, a higher contingentcoupon on a note is associated with a greater risk of loss and a greater risk that you will not receive contingent coupons over theterm of the notes. The contingent repayment of principal applies only at maturity. Any payment on the notes, including anyrepayment of principal, is subject to the creditworthiness of GS Finance Corp. and The Goldman Sachs Group, Inc. FeaturesOPotential for Periodic Contingent Coupons –Your notes will pay a contingent coupon on a OAutomatic Call Feature– Commencing in April 2026, your notes will be automatically called andyou will receive the face amount of your notes plus the contingent coupon otherwise due on therelated coupon payment date if the closing level of each index is equal to or greater than its initialindex level on any quarterly observation date. If the notes were previously automatically called, nofurther payments will be owed to you under the notes.OContingent Repayment of Principal at Maturity with Potential for Full Downside Market Notice to investors: the notes are a riskier investment than ordinary debt securities. GS Finance Corp. is not necessarily obligatedto repay the face amount of the notes at maturity, and the notes may have the same downside market risk as the indices. Thismarket risk is in addition to the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. You should not purchase thenotes if you do not understand or are not comfortable with the significant risks involved in investing in the notes.You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of GSFinance Corp. and The Goldman Sachs Group, Inc. See page PS-13.Key Terms *The coupon barrier and the downside threshold will equal the same percentage of the index’s initial index level.The estimated value of yournotes at the time the terms of your notes are set on the trade date is equal to approximately $9.84 per$10 face amount. For a discussion of the estimated value and the price at which Goldman Sachs & Co. LLC would initially buy orsell your notes, if it makes a market in the notes, see page PS-2. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this pricing supplement . Any representation to the contrary is a criminal offense.The notes are not bank deposits and a