高盛美股招股说明书(2025-12-16版)

The notes do not bear interest.The amount that you will be paid on your notes is based on the performance of anequally weighted basket comprised of the common stock (the basket stocks) of 9 companies. For a full list of the basketstocks, see page S-3. Each basket stock has an initial weighting of approximately 11.111% and an initial weighted valueof 100/9. The notes will mature on the stated maturity date (December 16, 2027), unless they are automatically called onthe call observation date (December 28, 2026). The initial basket level is 100 and the closing level of the basket on the call observation date and on the determinationdate (December 13, 2027), as applicable, will equal thesumof theproducts, as calculated for each basket stock, of: (i)its closing price on the call observation date or determination date, as applicable,dividedby (ii) its initial basket stockprice (set on the trade date, December 12, 2025)multipliedby (iii) its initial weighted value. Your notes will be automatically called on the call observation date if the closing level of the basket on such date isgreater thanorequal tothe initial basket level, resulting in a payment on the call payment date (December 31, 2026) foreach $1,000 face amount of your notes equal to $1,160.5. If your notes are not automatically called on the call observation date, we will determine your payment at maturity bycalculating the basket return, which is the percentage increase or decrease in the closing level of the basket on thedetermination date (the final basket level) from the initial basket level. At maturity, for each $1,000 face amount of yournotes, you will receive an amount in cash equal to: •if the basket return ispositive(the final basket level isgreater thanthe initial basket level), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) 1.25times(c) the basket return;•if the basket return is zero ornegativebutnot below-20% (the final basket level is equal to orless thanthe initialbasket level but not by more than 20%), $1,000; or•if the basket return isnegativeand isbelow-20% (the final basket level isless thanthe initial basket level by morethan 20%), thesumof (i) $1,000plus(ii) theproductof (a) $1,000times(b) the buffer rate of 125%times(c) thesumofthe basket returnplus20%.You will receive less than the face amount of your notes. Declines in one basket stock may offset increases in the other basket stocks. 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 S-24. The estimated value of yournotes at the time the terms of your notes are set on the trade date is equal to approximately$946 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 17, 2025Underwriting discount:1.5% of the face amount1 Original issue price:100% of the face amountNet proceeds to the issuer:98.5% of the face amount1This includes a selling concession of up to 1.5%. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of 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 DepositInsurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. Goldman Sachs & Co. LLC Prospectus Supplement No. 21,211 dated December 12, 2025. 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 prospectus supplement, at issue prices and with underwriting discounts andnet proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investmentin notes will depend in part on the issue price you pay for such notes. 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 Sachs & Co. LLC (GS&Co.) and taking into account our credit spreads) isequal to approximately $946 per $1,000 face amount, which is less than the original issue price. The value of your notesat any time will reflect many factors and cannot be predicted; however, the price (not