高盛美股招股说明书(2025-12-11版)

GS Finance Corp. Investment DescriptionThe amount you will be paid on your notes is based on the performance of the least performing of the common stock of JPMorgan Chase & Co., the common stock of GE Vernova Inc. and the Class C capital stock of Alphabet Inc. The notes are unsecured notes issued by GS FinanceCorp. and guaranteed by The Goldman Sachs Group, Inc. Your notes will pay a contingent coupon for each $10 face amount of your notes equalto (i) theproduct ofbetween $0.375 and $0.385 (set on the trade date)timesthe number of observation dates that have occurred up to andincluding the relevant observation dateminus(ii) thesumof all contingent coupons previously paid, if any, on a coupon payment date only if theclosing price of each index stock on the applicable observation date (quarterly, including the determination date) is equal to or greater than itscoupon barrier. Otherwise, no contingent coupon will be paid on the relevant coupon payment date. Commencing in March 2026, your notes willbe automatically called if the closing price of each index stock on any observation date is equal to or greater than its initial price set on the tradedate. If the notes are automatically called, you will receive on the applicable coupon payment date following such observation date a paymentper note equal to the face amount plus the contingent coupon (as described above) then due, and no further payments will be owed to you underthe notes. If the notes are not automatically called and the closing price of each index stock on the determination date (the final price) is equal toor greater than its downside threshold (which is the same as its coupon barrier), you will receive the face amount of your notes plus a contingentcoupon (as described above). If, however, the notes are not automatically called and the final price of any index stock is less than its downsidethreshold, you will receive less than the face amount of your notes and you will not receive a final contingent coupon, resulting in a percentageloss on your investment equal to the percentage change in the lesser performing index stock from the trade date to the determination date (theindex stock return) and you could lose all of your investment. The lesser performing index stock is the index stock with the lowest index stockreturn.Investing in the notes involves significant risks. You may lose a significant portion or all of your investment and may not receive any contingent coupon during the term of the notes. You will be exposed to the market risk of each index stock on each observation date,including the determination date, and any decline in the price of one index stock may negatively affect your return and will not beoffset or mitigated by a lesser decline or any potential increase in the price of any other index stock. 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 the termof the notes. The contingent repayment of principal applies only at maturity. Any payment on the notes, including any repayment ofprincipal, 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 (as described OContingent Repayment of Principal at Maturity with Potential for Full Downside MarketExposure– At maturity, if the notes have not been automatically called and the final price of each index Notice to investors: the notes are a riskier investment than ordinary debt securities. GS Finance Corp. is not necessarily obligated torepay the face amount of the notes at maturity, and the notes may have the same downside market risk as the index stocks. This marketrisk is in addition to the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. You should not purchase the notes if youdo 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-14.Key Terms *The coupon barrier and the downside threshold will equal the same percentage of the index stock’s initial price.The estimated value of yournotes at the time the terms of your notes are set on the trade date is expected to be between $9.35 and$9.65 per $10 face amount. For a discussion of the estimated value and the price at which Goldman Sachs & Co. LLC would initiallybuy or sell 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 securities orpassed upon the accuracy or adequacy of this pricing supplement . Any representation to the contrary is a criminal offense.Thenotes are not bank deposits and are not insured by the Federal Depos