高盛美股招股说明书(2025-11-17版)

supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted. GS Finance Corp.$ Autocallable Contingent Coupon Equity-Linked Notes dueguaranteed byThe Goldman Sachs Group, Inc. If the closing price of the common stock of NVIDIA Corporation, a common share of Celestica Inc. and the commonstock of Tesla, Inc. on any observation date isless than50% of its initial price, you will not receive a coupon on theapplicable payment date.The amount that you will be paid on your notes is based on the performances of the index stocks.The notes will mature on the stated maturity date (expected to be November 24, 2028), unless automatically called on anyobservation date, commencing in November 2026 to and including October 2028. Your notes will be automatically called if theclosing price of each index stock on any such observation date isgreater thanorequal toits initial price (set on the trade date(expected to be November 19, 2025) and will be an intra-day price or the closing price of one share of such index stock on thetrade date). If your notes are automatically called, you will receive a payment on the next payment date (the third business dayafter the relevant observation date) equal to the face amount of your notesplusa coupon (as described below).Observation dates are expected to be the 19th day of each month (provided that the observation date for November 2028 is expected to be November 20, 2028), commencing in December 2025 and ending in November 2028. If on any observation datethe closing price of each index stock isgreater thanorequalto 50% of its initial price, you will receive on the applicable paymentdate a coupon for each $1,000 face amount of your notes equal to (i) theproductof $15.375 (1.5375% monthly, or the potentialfor up to 18.45% per annum)timesthe number of observation dates that have occurred up to and including the relevantobservation dateminus(ii) thesumof all coupons previously paid, if any.If your notes have not been automatically called, your payment on the stated maturity date will depend on whether a trigger event has occurred. A trigger event will occur if the closing price of all of the index stocks are less than their respective initialprice on the determination date (the final observation date, expected to be November 20, 2028).If atrigger event has notoccurred, at maturity you will receive the face amount of your notes.Accordingly, if the closing price of any index stock on the determination date (its final price) is greater than its initial price, you will receive theface amount of your notes, regardless of the performance of the other index stocks.In addition, if the closing price ofeach index stock on the determination date isgreater thanorequal to50% of its initial price, you will also receive the finalcoupon.If atrigger event hasoccurred, at maturity you will receive an amount based on the performance of the index stock with the lowest index stock return (the percentage increase or decrease in the closing price of such index stock on the determinationdate from its initial price).This amount will not exceed the face amount of your notes and could be significantly less than the face amount of your notes.If the closing price of each index stock on the determination date isgreater thanorequal to50% of its initial price, you will also receive the final coupon.At maturity, for each $1,000 face amount of your notes, you will receive an amount in cash equal to: •if atrigger event hasnotoccurred, $1,000, plus the final coupon if the final price ofeachindex stock isgreater thanor equal to50% of its initial price; or•if atrigger eventhasoccurred, either: oif the final price ofeachindex stock isgreater than or equal to50% of its initial price, $1,000 plus a coupon calculatedas described above; oroif the final price ofanyindex stock isless than50% of its initial price, thesumof (i) $1,000plus(ii) theproductof (a) thelesser performing index stock returntimes(b)$1,000.You will receiveless than50% of the face amount of yournotes and no coupon.You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page S-20.The estimated value of yournotes at the time the terms of your notes are set on the trade date is expected to be between $925 and $955 per $1,000 face amount. For a discussion of the estimated value and the price at which Goldman Sachs & Co. LLCwould initially buy or sell your notes, if it makes a market in the notes, see the following page. expected to be November 24, 2025Original issue price:100% of the face amount% of the face amount*Net proceeds to the issuer:% of the face amount * See “Supplemental Plan of Distribution” on page S-41for additional information regarding the fees comprising the underwritingNeither the Securities and Exchange Commission nor any other re