高盛美股招股说明书(2025-12-03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 saleis not permitted. Subject to Completion. Dated December 2, 2025.GS Finance Corp.$Autocallable Contingent Coupon Underlier-Linked Notes dueguaranteed byThe Goldman Sachs Group, Inc. If the closing level of either the Russell 2000® Semiconductor ETF (ETF) on any observation date isless than75%of its initial level, you will not receive acoupon on the applicable payment date. The amount that you will be paid on your notes is based on theperformances of the underliers. The notes will mature on the stated maturity date (expected to be December 10, 2031), unless automatically called on any observation date commencing in June 2026 to and including November 2031). Yournotes will be automatically called if the closing level of each underlier on any such observation date isgreater thanorequal toits initial level (set on the trade date, expected to be December 5, 2025, and will be an intra-day level or the The return on your notes is linked, in part, to the performance of the ETF, and not to that of the index on whichthe ETF is based. Observation dates are expected to be the 5th day of each month, commencing in January 2026 and ending inDecember 2031. If on any observation date the closing level of each underlier isgreater than or equal to75% of itsinitial level, you will receive on the applicable payment date a coupon for each $1,000 face amount of your notes equal The amount that you will be paid on your notes at maturity, if they have not been automatically called, in addition to thefinal coupon, if any, is based on the performance of the underlier with the lowest underlier return. The underlier return At maturity, for each $1,000 face amount of your notes you will receive an amount in cash equal to: ●if the underlier return of each underlier isgreater thanorequal to-25% (the final level of each underlier isgreaterthanorequal to75% of its initial level), $1,000 plus a coupon calculated as described above;●if the underlier return of each underlier isgreater thanorequal to-40% (the final level of each underlier isgreaterthanorequal to60% of its initial level) but the underlier return ofany underlier isless than-25% (the final level of ●if the underlier return ofany underlier isless than-40% (the final level ofany underlier isless than60% of its initiallevel), thesumof (i) $1,000plus(ii) theproduct of(a) the lesser performing underlier returntimes(b) $1,000.Youwill receiveless than60% of the face amount of your notes and no coupon. If the underlier return for any underlier is less than -40%, the percentage of the face amount of your notes youwill receive will be based on the performance of the underlier with the lowest underlier return. In such event,you will receive less than 60% of the face amount of your notes and no coupon. You should read the disclosure herein to better understand the terms and risks of your investment, includingthe credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-15. The estimated value of your notes at the time the terms of your notes are set on the trade date is expected to bebetween $885 and $925 per $1,000 face 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 following Original issue date:expected to be December 10,2025Original issue price: * See “Supplemental Plan of Distribution; Conflicts of Interest” on page PS-32 for additional information regarding thefees comprising the underwriting discount. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapprovedof 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 Deposit Goldman Sachs & Co. LLC Pricing Supplement No. The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decideto sell additional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and netproceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in GS Finance Corp. may use this prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or anyother affiliate of GS Finance Corp. may use this prospectus in a market-making transaction in a note after its initial sale.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 estimated value of yournotes at the time the terms of your notes are set on the trade date (as determined byreference to pricing models used by Goldman Sach