高盛美股招股说明书(2025-12-04版)

$500,000Autocallable Contingent Coupon ETF-Linked Notes due 2030guaranteed byThe Goldman Sachs Group, Inc. If the closing level of the iShares®Bitcoin Trust ETF (ETF) on any observation date isless than80%of the initial ETFlevel, you will not receive a coupon on the applicable payment date. The amount that you will be paid on your notes isbased on the performance of the ETF. The notes will mature on the stated maturity date (December 5, 2030), unlessautomatically called on any observation date commencing in December 2026 to and including November 2030. Your noteswill be automatically called if the closing level of the ETF on any such observation date isgreater thanorequal tothe initialETF level of $51.67 (which is an intra-day level or the closing level of the ETF on the trade date (December 2, 2025)). If yournotes are automatically called, you will receive a payment on the next payment date (the third business day after the relevantobservation date) equal to the face amount of your notesplusa coupon (as described below). Observation dates are the 2nd day of each month, commencing in January 2026 and ending in December 2030. If on anyobservation date the closing level of the ETF isgreater than or equal to80% of the initial ETF level, you will receive on theapplicable payment date a coupon for each $1,000 face amount of your notes equal to (i) the product of $15.084 (1.5084%monthly, or the potential for up to approximately 18.1% per annum)timesthe number of observation dates that have occurredup to and including the relevant observation dateminus(ii) thesumof all coupons previously paid, if any. The amount that you will be paid on your notes at maturity, if they have not been automatically called, in addition to the finalcoupon, if any, is based on the ETF return. The ETF return is the percentage increase or decrease in the closing level of theETF on the determination date (the final observation date, December 2, 2030) from the initial ETF level. At maturity, for each $1,000 face amount of your notes you will receive an amount in cash equal to: ●if the ETF return isgreater thanorequal to-20% (the final ETF level isgreater thanorequal to80% of the initial ETFlevel), $1,000 plus a coupon calculated as described above;●if the ETF return isless than-20% (the final ETF level isless than80% of the initial ETF level) but the ETF return isgreater thanorequal to-40% (the final ETF level isgreater thanorequal to60% of the initial ETF level), $1,000(you willnot receive a coupon); or●if the ETF return isless than-40% (the final ETF level isless than60% of the initial ETF level), thesumof (i) $1,000plus(ii) theproduct of(a) $1,000times(b) the ETF return.You will receiveless than60% of the face amount of yournotes and no coupon. Investors should be knowledgeable about the risks associated with cryptocurrencies and digital assets because the ETFseeks to reflect generally the performance of the price of bitcoin and therefore the notes involve significant risks ininvestments tracking cryptocurrencies.Bitcoin has historically exhibited high price volatility relative to more traditionalasset classes and has experienced extreme volatility in recent periods and may continue to do so. By purchasing the notes, you are deemed to represent to Goldman Sachs that you are not subject to the laws of anynon-U.S. jurisdiction prohibiting the purchase or ownership of notes of this type. You should read the disclosure herein to better understand the terms and risks of your investment, including thecredit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-12. The estimated value of your notes at the time the terms of your notes are set on the trade date is equal to approximately$975 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. Original issue date:December 5, 2025Original issue price:100% of the face amountUnderwriting discount:0.2% of the face amountNet proceeds to the issuer:99.8% of the face amount 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 isa criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit InsuranceCorporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. Goldman Sachs & Co. LLC Pricing Supplement No. 21,125 dated December 2, 2025. The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide tosell 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