高盛美股招股说明书(2026-01-02版)

Medium-Term Notes, Series Fguaranteed by The Goldman Sachs Group, Inc. Autocallable Contingent Coupon (with Memory) BarrierNotes Linked to a Basket of Three Stocks ▪A Contingent Coupon Payment (with Memory) payable on the applicable Coupon Payment Date if the Observation Value on the applicable quarterlyCoupon Observation Date is greater than or equal to 80% of the Starting Value.▪The Contingent Coupon Payment (with Memory) payable on any Coupon Payment Date will be calculated according to the following formula: (i) the productof the Contingent Coupon Payment (with Memory) applicable to a single Coupon Payment Date and the number of Coupon Payment Datesthat have occurred up to the relevant Coupon Payment Date (inclusive of the relevant Coupon Payment Date)minus(ii) thesumof all ContingentCoupon Payments (with Memory) previously paid. The Contingent Coupon Payment (with Memory) applicable to a single Coupon Payment Date is$0.35 per unit (equal to a contingent rate of 14.00% per annum). Automatically callable if the Observation Value on any quarterly Call Observation Date, beginning approximately one year after the pricing date, is at orabove the Starting Value. If the notes are called, on the applicable Call Payment Date you will receive the principal amount of your notesplustheContingent Coupon Payment (with Memory) otherwise due. No further amounts will be payable following an automatic call. If not called, at maturity, if the value of the Basket has decreased by more than 20%, 1-to-1 downside exposure to decreases in the Basket from theStarting Value, with up to 100.00% of the principal amount at risk; otherwise, at maturity, you will receive the principal amount. At maturity, the finalContingent Coupon Payment (with Memory) will also be payable if the Observation Value on the final Coupon Observation Date is greater than or equal The Basket is comprised of the common stock of BWX Technologies, Inc., a common share of Cameco Corporation and the common stock of TalenEnergy Corporation (each, a “Basket Component”). Each Basket Component is given an approximately equal weight.All payments are subject to the credit risk of GS Finance Corp., as issuer of the notes, and the credit risk of The Goldman Sachs Group, Inc., asguarantor of the notes. The notes are being issued by GS Finance Corp. (“GSFC”) and are fully and unconditionally guaranteed by The Goldman SachsGroup, Inc. (“GSG”). Investing in the notes involves a number of risks. There are important differences between the notes and aconventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on pageTS-10 of this term sheet and page PS-7 of the accompanying product supplement, “Considerations Relating to Indexed Notes” $10 principal amount. For a discussion of the estimated value and the price at which Goldman Sachs & Co. LLC would initially buyor sell your notes, if it makes a market in the notes, see the following page. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this Note Prospectus. Any representation to the contrary is a criminal offense. Thenotes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, The underwriting discount reflects a sales commission of $0.10 per note and a structuring fee of $0.05 per note.The notes and the related guarantee: Summary The Autocallable Contingent Coupon (with Memory) Barrier Notes Linked to a Basket of Three Stocks, due January 9, 2029 (the “notes”) areour senior unsecured debt securities. Payments on the notes are fully and unconditionally guaranteed by GSG. The notes and the relatedguarantee are not insured by the Federal Deposit Insurance Corporation or secured by collateral.The notes will rank equally in right ofpayment with all of GSFC’s other unsecured and unsubordinated obligations, except obligations that are subject to any prioritiesor preferences by law, and the related guarantee will rank equally in right of payment with all of GSG’s other unsecured andunsubordinated obligations, except obligations that are subject to any priorities or preferences by law, and senior to itssubordinated obligations. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk ofGSFC, as issuer, and GSG, as guarantor.The notes will pay a Contingent Coupon Payment (with Memory) on the applicable CouponPayment Date if the Observation Value on the applicable quarterly Coupon Observation Date is greater than or equal to the Coupon Barrier.The Contingent Coupon Payment (with Memory) payable on any Coupon Payment Date will be calculated according to the formula described The Basket is comprised of the common stock of BWX Technologies, Inc., a common share of Cameco Corporation and the common stockof Talen Energy Corporation. On