高盛美股招股说明书(2025-12-18版)

Subject to Completion. Dated December 17, 2025.GS Finance Corp. $ Autocallable Contingent Coupon Equity-Linked Notes dueguaranteed by The Goldman Sachs Group, Inc. stock of Tesla, Inc. on any observation date isless than60% of its initial price, you will not receive a coupon on theapplicable payment date.The amount that you will be paid on your notes is based on the performances of the index stocks. The notes will mature on the stated maturity date (expected to be December 22, 2028), unless automatically called on any observation date, commencing in December 2026 to and including November 2028. Your notes will be automatically called if theclosing price of each index stock on any such observation date isgreater thanorequal toits initial price (set on the trade date(expected to be December 19, 2025) and will be an intra-day price or the closing price of one share of such index stock on the If on any observation date the closing price of each index stock isgreater thanorequalto 60% of its initial price, you will receiveon the applicable payment date a coupon for each $1,000 face amount of your notes equal to (i) theproductof $13.042(1.3042% monthly, or the potential for up to approximately 15.65% per annum)timesthe number of observation dates that haveoccurred up to and including the relevant observation dateminus(ii) thesumof all coupons previously paid, if any. If your notes have not been automatically called, your payment on the stated maturity date will depend on whether a triggerevent has occurred. A trigger event will occur if the closing price of all of the index stocks are less than their respective initialprice on the determination date (the final observation date, expected to be December 19, 2028).If atrigger event has notoccurred, at maturity you will receive the face amount of your notes.Accordingly, if the closing price of any index stock is greater than its initial price on the determination date, you will receive the face amount ofyour notes, regardless of the performance of the other index stocks.In addition, if the closing price of each index stock onthe final observation date isgreater thanorequal to60% of its initial price, you will also receive the final coupon.If atrigger event hasoccurred, at maturity you will receive an amount based on the performance of the index stock with the lowest index stock return (the percentage increase or decrease in the closing price of such index stock on the determinationdate from its initial price).This amount will not exceed the face amount of your notes and could be significantly less thanthe face amount of your notes.If the closing price of each index stock on the final observation date isgreater thanorequal to60% of its initial price, you will also receive the final coupon. •if atrigger event hasnot occurred, $1,000, plus the final coupon if the final price of each index stock isgreater thanorequal to60% of its initial price; or•if atrigger event hasoccurred, either: oif the final price of each index stock isgreater than or equal to60% of its initial price, $1,000 plus a coupon calculatedas described above;oif the final price of each index stock isgreater thanorequal to50% of its initial price, but the final price ofany indexstock isless than60% of its initial price, $1,000(you will not receive a coupon); or if the final price ofany index stock isless than50% of its initial price, thesumof (i) $1,000plus(ii) theproductof (a) thelesser performing index stock returntimes(b)$1,000.You will receiveless than50% of the face amount of your You should read the disclosure herein to better understand the terms and risks of your investment, including the creditrisk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page S-20. The estimated value of yournotes at the time the terms of your notes are set on the trade date is expected to be between $925 and $955 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:Underwriting discount: expected to be December 24, 2025Original issue price:100% of the face amount% of the face amount*Net proceeds to the issuer:% of the face amount * See “Supplemental Plan of Distribution” on page S-41 for additional information regarding the fees comprising the underwritingdiscount.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 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 Prospectus Supplement No. The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to selladditional notes after the date of this prosp