高盛美股招股说明书(2025-11-24版)

GS Finance Corp. Medium-Term Notes, Series F guaranteed byThe Goldman Sachs Group, Inc. Market Linked Notes—Auto-Callable with Contingent Coupon with Memory Feature and Notes Linked to the Lowest Performing of the Class A Common Stock of Meta Platforms, Inc. (formerlyFacebook, Inc.), the Common Stock of Super Micro Computer, Inc., the Class A Common Stock of The Trade nLinked to thelowest performingof the Class A common stock of Meta Platforms, Inc. (formerly Facebook, Inc.), the commonstock of Super Micro Computer, Inc., the Class A common stock of The Trade Desk, Inc., the Class A common stock of RobinhoodMarkets, Inc. and the Class A common stock of Affirm Holdings, Inc. (each referred to as an “underlying stock”) nUnlike ordinary debt securities, the notes do not provide for fixed payments of interest and are subject to potential automatic callprior to stated maturity upon the terms described below.Whether the notes pay a contingent coupon and whether the notes areautomatically called prior to stated maturity will depend, in each case, on the stock closing price of the lowest performing call if,and only if, the stock closing price of the lowest performing underlying stock on the calculation day for that month is greaterthan or equal to its coupon threshold price.If the stock closing price of the lowest performing underlying stock on a calculation dayis less than its coupon threshold price, you will not receive any contingent coupon for the relevant month.However, if the stockclosing price of the lowest performing underlying stock on one or more calculation days is less than its coupon threshold price and,on a subsequent calculation day, the stock closing price of the lowest performing underlying stock is greater than or equal to its nAutomatic Call.If the stock closing price of the lowest performing underlying stock on any of the monthly calculation days fromNovember 2026 to October 2030, inclusive, is greater than or equal to its starting price, the notes will be automatically called forthe face amount plus a final contingent coupon payment and any previously unpaid contingent coupon payments nMaturity Payment Amount.If the notes are not automatically called prior to stated maturity, you will receive the face amountbut you will not participate in any appreciation of any underlying stock and will not receive any dividends on any underlying stock nRepayment of principal at maturity regardless of the performance of the lowest performing underlying stock (subject to issuer andguarantor credit risk) nYour return on the notes will dependsolelyon the performance of the underlying stock that is the lowest performing underlyingstock on each calculation day.You will not benefit in any way from the performance of the better performing underlying stocks.Therefore, you will be adversely affected ifany underlying stockperforms poorly, even if the other underlying stocks perform nAll payments on the notes are subject to credit risk, and you will have no ability to pursue any underlying stock issuer for payment;if GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor, default on their obligations, you could lose someor all of your investment The estimated value of your notes at the time the terms of your notes are set on the pricing date is equal toapproximately $939 per $1,000 face amount. For a discussion of the estimated value and the price at whichGoldman Sachs & Co. LLC (“GS&Co.”) would initially buy or sell your notes, if it makes a market in the notes, see The notes have more complex features than conventional debt securities and involve risks not associated withconventional debt securities. You should read the disclosure herein to better understand the terms and risks of yourinvestment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-10. 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 contrary is acriminal offense. The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation Goldman Sachs & Co. LLC Wells Fargo Securities Market Linked Notes—Auto-Callable with Contingent Coupon with Notes Linked to the Lowest Performing of the Class A Common Stock of Meta Platforms, Inc.(formerly Facebook, Inc.), Inc., the Common Stock of Super Micro Computer, Inc., the Class A Market Linked Notes—Auto-Callable with Contingent Coupon with Notes Linked to the Lowest Performing of the Class A Common Stock of Meta Platforms, Inc.(formerly Facebook, Inc.), Inc., the Common Stock of Super Micro Computer, Inc., the Class A Market Linked Notes—Auto-Callable with Contingent Coupon with Notes Linked to the Lowest Performing of the Class A Common Stock of Meta Platforms, Inc.(formerly Facebook, Inc.), Inc., the Common Stock of Super Micro Computer, Inc.,