高盛美股招股说明书(2026-03-04版)

Medium-Term Notes, Series Fguaranteed byThe Goldman Sachs Group, Inc.Equity Linked Securities Market Linked Securities—Auto-Callable with Contingent Coupon with MemoryFeature and Contingent DownsidePrincipal at Risk Securities Linked to the Common Stock of NVIDIA Corporation due March 16, 2029 Linked to the common stock of NVIDIA Corporation (the “underlying stock”)Unlike ordinary debt securities, the securities do not provide for fixed payments of interest, do not repay a fixed amount of principal at stated maturity and are subject to potential automatic call prior to stated maturity upon the terms described below.Whether the securities pay a contingent coupon, whether the securities are automatically called prior to stated maturity and, ifthey are not automatically called, whether you receive the face amount of your securities at stated maturity will depend, ineach case, on the stock closing price of the underlying stock on the relevant calculation day.Contingent Coupon.The securities will pay a contingent coupon on a quarterly basis until the earlier of stated maturity or automatic call if,and only if, the stock closing price of the underlying stock on the calculation day for that quarter is greaterthan or equal to the coupon threshold price.If the stock closing price of the underlying stock on a calculation day is less thanthe coupon threshold price, you will not receive any contingent coupon for the relevant quarter. However, if the stock closingprice of the underlying stock on one or more calculation days is less than the coupon threshold price and, on a subsequentcalculation day, the stock closing price of the underlying stock is greater than or equal to the coupon threshold price, thesecurities will pay the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingentcoupon payments (without interest on amounts previously unpaid). If the stock closing price of the underlying stock is less thanthe coupon threshold price on every calculation day, you will not receive any contingent coupons throughout the entire term ofthe securities. The coupon threshold price is equal to 60% of the starting price. The contingent coupon will be determined onthe pricing date and for each $1,000 face amount of your securities will be equal to at least $34.25 (equivalent to a contingentcoupon rate of at least 13.70% per annum)Automatic Call.If the stock closing price of the underlying stock on any of the quarterly calculation days from June 2026 to December 2028, inclusive, is greater than or equal to the starting price, the securities will be automatically called for the faceamount plus a final contingent coupon payment and any previously unpaid contingent coupon paymentsPotential Loss of Principal.If the securities are not automatically called prior to stated maturity, you will receive the face amount at stated maturity if,and only if, the stock closing price of the underlying stock on the final calculation day is greaterthan or equal to the downside threshold price.If the stock closing price of the underlying stock on the final calculation day isless than the downside threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities. Thedownside threshold priceis equal to 60% of the starting priceIf the securities are not automatically called prior to stated maturity, you will have full downside exposure to the underlying stock from the starting price if the stock closing price on the final calculation day is less than the downside threshold price, butyou will not participate in any appreciation of the underlying stock and will not receive any dividends on the underlying stockAll payments on the securities are subject to credit risk, and you will have no ability to pursue the underlying stock issuer forpayment; if GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor, default on their obligations, youcould lose some or all of your investmentNo exchange listing; designed to be held to maturity The estimated value of your securities at the time the terms of your securities are set on the pricing date is expectedto be between $925 and $955 per $1,000 face amount. For a discussion of the estimated value and the price at whichGoldman Sachs & Co. LLC (“GS&Co.”) would initially buy or sell your securities, if it makes a market in the securities,see page PS-10. The securities have more complex features than conventional debt securities and involve risks not associated withconventional debt securities. You should read the disclosure herein to better understand the terms and risks of yourinvestment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-11. (2)In addition to the 2.325%, GS&Co. may pay to selected securities dealers a fee of up to 0.30% of the face amount in consideration for marketing and otherservices in connection with the distribution of the securities to