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Form FWP GOLDMAN SACHS GROUP INC Filed by: GOLDMAN SACHS GROUP INC

June 15, 2026 6:02 AM

 

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Free Writing Prospectus pursuant to Rule 433 dated June 12, 2026 / Registration Statement No. 333-284538

STRUCTURED INVESTMENTS – Opportunities in U.S. and International Equities

GS Finance Corp.

 

PLUS Based on the Value of a Basket Consisting of an Equity Index and Bond and Equity ETFs due December 30, 2026

Principal at Risk Securities

 

The Performance Leveraged Upside SecuritiesSM (PLUS) do not bear interest and are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc.

You should read the accompanying preliminary pricing supplement dated June 12, 2026, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.

KEY TERMS

Company (Issuer) / Guarantor:

GS Finance Corp. / The Goldman Sachs Group, Inc.

Basket:

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Underlying index:

with respect to a basket ETF, the index tracked by such basket ETF

Pricing date:

expected to price on or about June 29, 2026

Original issue date:

expected to be July 2, 2026

Valuation date:

expected to be December 23, 2026

Stated maturity date:

expected to be December 30, 2026

Payment at maturity (for each $1,000 stated principal amount of your PLUS):

If the final basket value is greater than the initial basket value, $1,000 + the leveraged upside payment, subject to the maximum payment at maturity; or
If the final basket value is equal to or less than the initial basket value, $1,000 × the basket performance factor.

Leveraged upside payment:

$1,000 × leverage factor × basket percent change

Leverage factor:

200.00%

Maximum payment at maturity (set on the pricing date):

at least $1,069.00 per PLUS (at least 106.90% of the stated principal amount)

Basket percent change:

(final basket value - initial basket value) / initial basket value

Initial basket value:

100

Final basket value:

the basket closing value on the valuation date

Basket closing value:

the basket closing value on any day is the sum of the products of the basket component closing value of each basket component times the applicable multiplier for such basket component on such date.

Basket component closing value:

in the case of each basket component, the closing value of such basket component.

Multiplier:

Each multiplier will be set on the pricing date based on the applicable basket component’s respective initial basket component value so that each basket component will represent its applicable basket component weighting in the predetermined initial basket value. Each multiplier will remain constant for the term of the PLUS and will equal, for each basket component, (i) the product of the applicable basket component weighting times 100 divided by (ii) the applicable initial basket component value.

Basket performance factor:

final basket value / initial basket value

CUSIP / ISIN:

40054RZ79 / US40054RZ794

Estimated value range:

$905 to $965 (which is less than the original issue price; see the accompanying preliminary pricing supplement)

 

 

PLUS Payoff Diagram*

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Hypothetical Final Basket Value

(as Percentage of Initial Basket Value)

Hypothetical Payment at Maturity

(as Percentage of Stated Principal Amount)

175.000%

106.900%

150.000%

106.900%

110.000%

106.900%

103.450%

106.900%

102.000%

104.000%

101.000%

102.000%

100.000%

100.000%

75.000%

75.000%

50.000%

50.000%

25.000%

25.000%

0.000%

0.000%

 

* assumes a maximum payment at maturity of $1,069.00.

This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical basket component closing values), the terms of the PLUS and certain risks.


 

About Your PLUS

The amount that you will be paid on your PLUS at stated maturity is based on the performance of a weighted basket composed of the Invesco S&P 500® Equal Weight ETF (20.00% weighting), the iShares® 20+ Year Treasury Bond ETF (20.00% weighting), the iShares® Biotechnology ETF (15.00% weighting), the iShares® MSCI India ETF (15.00% weighting), the EURO STOXX 50® Index (10.00% weighting), the State Street® Financial Select Sector SPDR® ETF (10.00% weighting) and the VanEck Gold Miners ETF (10.00% weighting), as measured from the pricing date to and including the valuation date.

The return on your PLUS is linked, in part, to the performances of each of the Invesco S&P 500® Equal Weight ETF, the iShares® 20+ Year Treasury Bond ETF, the iShares® Biotechnology ETF, the iShares® MSCI India ETF, the State Street® Financial Select Sector SPDR® ETF and the VanEck Gold Miners ETF (each, an underlying ETF), and in each case not to that of the index on which such underlying ETF is based.

The initial basket value is 100, and the final basket value (the basket closing value on the valuation date) will equal the sum of the products, as calculated separately for each basket component, of: (i) the basket component closing value of such basket component on the valuation date multiplied by (ii) its multiplier. The multiplier will equal, for each basket component, the quotient of (i) the weighting of such basket component multiplied by 100 divided by (ii) its initial basket component value.

At maturity, if the final basket value is greater than the initial basket value of 100, the return on your PLUS will be positive and equal to the product of the leverage factor multiplied by the basket percent change, subject to the maximum payment at maturity. If the final basket value is less than the initial basket value, you will lose a portion of your investment. Declines in one or more basket components may offset increases in the other basket components. Due to the unequal weighting of each basket component, the performances of the basket components with greater weights will have a significantly larger impact on the return on your PLUS than the performances of the basket components with lesser weights.

The PLUS are for investors who seek the potential to earn 200% of any positive return of the basket, subject to the maximum payment at maturity, are willing to forgo interest payments and are willing to risk losing their entire investment if the final basket value has declined from the initial basket value.

GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, underlier supplement no. 48, general terms supplement no. 17,745 and preliminary pricing supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, underlier supplement no. 48, general terms supplement no. 17,745 and preliminary pricing supplement and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement, underlier supplement no. 48, general terms supplement no. 17,745 and preliminary pricing supplement if you so request by calling (212) 357-4612.

The PLUS are notes that are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:

This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical basket component closing values), the terms of the PLUS and certain risks.


 

RISK FACTORS

An investment in the PLUS is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,745, accompanying underlier supplement no. 48, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. In addition to the below, you should read in full “Risk Factors” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 17,745, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 48, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your PLUS are a riskier investment than ordinary debt securities. Also, your PLUS are not equivalent to investing directly in the basket component securities, i.e., with respect to a basket component to which your PLUS are linked, the securities comprising such basket component. You should carefully consider whether the offered PLUS are appropriate given your particular circumstances.

The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:

Risks Related to Structure, Valuation and Secondary Market Sales

Your PLUS Do Not Bear Interest
You May Lose Your Entire Investment in the PLUS
The PLUS Are Subject to the Credit Risk of the Issuer and the Guarantor
The Return on Your PLUS Will Be Limited
The Lower Performance of One Basket Component May Offset an Increase in Any Other Basket Component
The Return on Your PLUS Will Not Reflect Any Dividends Paid on the Basket ETFs or Any Basket Component Security
The Estimated Value of Your PLUS At the Time the Terms of Your PLUS Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your PLUS
The Amount Payable on Your PLUS Is Not Linked to the Basket Component Closing Values of the Basket Components at Any Time Other than the Valuation Date
The Market Value of Your PLUS May Be Influenced By Many Unpredictable Factors
Investing in the PLUS Is Not Equivalent to Investing in the Basket ETFs or the Basket Component Securities; You Have No Shareholder Rights or Rights to Receive Any Shares of the Basket ETFs or Any Basket Component Security
We May Sell an Additional Aggregate Stated Principal Amount of the PLUS at a Different Issue Price
If You Purchase Your PLUS at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on PLUS Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the PLUS Will be Negatively Affected

Risks Related to Conflicts of Interest

Other Investors May Not Have the Same Interests as You

Additional Risks Related to the Basket ETFs

Except to the Extent that the Common Stock of The Goldman Sachs Group, Inc. Is One of the Common Stocks Currently Held by a Basket ETF and One of the Common Stocks that Comprise Its Index, and Except to the Extent that GS&Co. and One or More of Our Other Affiliates Act as Authorized Participants in the Distribution of, and, at Any Time, May Hold, Shares of a Basket ETF, There Is No Affiliation Between the Basket Component Investment Advisor of Such Basket ETF or Its Basket Component Publisher and Us
The Policies of the Basket Component Investment Advisor of the Basket ETFs and of the Publisher of the Underlying Index Tracked By Any Basket ETF Could Affect the Amount Payable on Your PLUS and Their Market Value
There Is No Assurance That an Active Trading Market Will Continue For the Basket ETFs or That There Will Be Liquidity in Any Such Trading Market; Further, the Basket ETFs Are Subject to Management Risks, Securities Lending Risks and Custody Risks
Each Basket ETF and Its Underlying Index Are Different and the Performance of Each Basket ETF May Not Correlate With the Performance of Its Underlying Index

This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical basket component closing values), the terms of the PLUS and certain risks.


 

Additional Risks Related to the iShares® MSCI India ETF, the VanEck Gold Miners ETF and the EURO STOXX 50® Index

An Investment in the Offered PLUS Is Subject to Risks Associated with Foreign Securities Markets
Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Result in Material Changes to the Composition of a Basket Component with Basket Component Securities from One or More Foreign Securities Markets and Could Negatively Affect Your Investment in the PLUS

Additional Risks Related to the iShares® MSCI India ETF and the VanEck Gold Miners ETF

Your Investment in the PLUS Will Be Subject to Foreign Currency Exchange Rate Risk
Even Though Currencies Trade Around-The-Clock, Your PLUS Will Not

Additional Risks Related to the iShares® 20+ Year Treasury Bond ETF

Your Investment Is Subject to Concentration Risks
The iShares® 20+ Year Treasury Bond ETF May Change in Unexpected Ways
Your Investment Is Subject to Income Risk and Interest Rate Risk

Additional Risks Related to the iShares® Biotechnology ETF

The iShares® Biotechnology ETF Is Concentrated in the Biotechnology Industry and Does Not Provide Diversified Exposure
The iShares® Biotechnology ETF Recently Changed Its Underlying Index and Has Limited Historical Information Tracking Its Underlying Index

Additional Risks Related to the State Street® Financial Select Sector SPDR® ETF

The State Street® Financial Select Sector SPDR® ETF Is Concentrated in the Financial Sector and Does Not Provide Diversified Exposure

Additional Risks Related to the VanEck Gold Miners ETF

The VanEck Gold Miners ETF Is Concentrated in Gold and Silver Mining Companies and Does Not Provide Diversified Exposure
The VanEck Gold Miners ETF May Be Disproportionately Affected By the Performance of a Small Number of Stocks
The VanEck Gold Miners ETF Recently Changed The Index It Tracks

Risks Related to Tax

The Tax Consequences of an Investment in Your PLUS Are Uncertain
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your PLUS, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the PLUS to Provide Information to Tax Authorities

The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,745:

Risks Related to Structure, Valuation and Secondary Market Sales

If the Value of an Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner
Past Performance is No Guide to Future Performance
Your Notes May Not Have an Active Trading Market
The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount, If Any, Payable on Your Notes
The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing
With Respect to Notes Linked to Index Stocks or Exchange-Traded Funds, You Have Limited Anti-Dilution Protection

Risks Related to Conflicts of Interest

Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes
Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes

This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical basket component closing values), the terms of the PLUS and certain risks.


 

Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes
You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes
Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Underlier or Underliers or Constituent Indices, As Applicable, the Investment Advisors of the Underlier or Underliers, As Applicable, or the Issuers of the Underlier or the Underlier Stocks or Other Entities That Are Involved in the Transaction
The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties

Risks Related to Tax

Certain Considerations for Insurance Companies and Employee Benefit Plans

The following risk factors are discussed in greater detail in the accompanying underlier supplement no. 48:

Additional Risks Relating to Securities Linked to Underliers that are Equity Indices

If Your Securities Are Linked to an Equity Index, the Policies of the Applicable Underlier Sponsor and Changes that Affect Such Underlier, or the Constituent Indices or Underlier Stocks Comprising Such Underlier, Could Affect the Amount Payable on Your Securities and Their Market Value
If Your Securities Are Linked to an Equity Index, Except to the Extent The Goldman Sachs Group, Inc. Is One of the Companies Whose Common Stock Comprises the Applicable Underlier, and Except to the Extent That We or Our Affiliates May Currently or in the Future Own Securities of, or Engage in Business With, the Applicable Underlier Sponsor or the Issuers of the Underlier Stocks, There Is No Affiliation Between the Issuers of the Underlier Stocks or Such Underlier Sponsor and Us

Additional Risks Relating to Securities Linked to Underliers Denominated in Foreign Currencies or that Contain Foreign Stocks

If Your Securities Are Linked to Underliers That Are Comprised of Underlier Stocks Which Are Traded in Foreign Currencies But Are Not Adjusted to Reflect Their U.S. Dollar Value, the Return on Your Securities Will Not Be Adjusted for Changes in the Foreign Currency Exchange Rate

The following risk factors are discussed in greater detail in the accompanying prospectus supplement:

The Return on Indexed Notes May Be Below the Return on Similar Securities
The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note
An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment
An Index to Which a Note Is Linked Could Be Changed or Become Unavailable
We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note
Information About an Index or Indices May Not Be Indicative of Future Performance
We May Have Conflicts of Interest Regarding an Indexed Note

The following risk factors are discussed in greater detail in the accompanying prospectus:

Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements

The application of regulatory resolution strategies could increase the risk of loss for holders of our securities in the event of the resolution of Group Inc.
The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders

For details about the license agreement between the basket component publisher for the EURO STOXX 50® Index and the issuer, see “The Underliers – the EURO STOXX 50® Index” on page S-36 of the accompanying underlier supplement no. 48.

 

TAX CONSIDERATIONS

You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Supplemental Discussion of U.S. Federal Income Tax Consequences” concerning the U.S. federal income tax consequences of an investment in the PLUS, and you should consult your tax advisor.

This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the PLUS without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the basket components (including historical basket component closing values), the terms of the PLUS and certain risks.


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