Form FWP GOLDMAN SACHS GROUP INC Filed by: GOLDMAN SACHS GROUP INC
Free Writing Prospectus pursuant to Rule 433 dated May 15, 2026
Registration Statement No. 333-284538
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Market Linked Securities — Leveraged Upside Participation and Buffered Downside with Multiplier Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, TOPIX and the EURO STOXX 50® Index due June 1, 2029 |
Summary of Terms |
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Company (Issuer) and Guarantor: |
GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
Market measures (each referred to as an “underlier,” and collectively as the “underliers”): |
the S&P 500® Index, TOPIX and the EURO STOXX 50® Index |
Pricing date: |
expected to be May 29, 2026 |
Issue date: |
expected to be June 3, 2026 |
Calculation day: |
expected to be May 29, 2029 |
Stated maturity date: |
expected to be June 1, 2029 |
Starting level: |
with respect to an underlier, the closing level of such underlier on the pricing date |
Ending level: |
with respect to an underlier, the closing level of such underlier on the calculation day |
Lowest performing underlier: |
the underlier with the lowest underlier return |
Underlier return: |
ending level – starting level starting level |
Upside participation rate: |
at least 258% |
Threshold level: |
with respect to an underlier, 80% of its starting level |
Buffer amount: |
20% |
Multiplier: |
with respect to an underlier, its starting level divided by its threshold level, which is 1.25 |
Payment amount at maturity (for each $1,000 face amount of your securities): |
• if the ending level of the lowest performing underlier is greater than its starting level: $1,000+($1,000 × underlier return of the lowest performing underlier × upside participation rate); • if the ending level of the lowest performing underlier is less than or equal to its starting level, but greater than or equal to its threshold level: $1,000; or • if the ending level of the lowest performing underlier is less than its threshold level: $1,000 + [$1,000 × (underlier return of the lowest performing underlier + buffer amount) × multiplier] |
Underwriting discount: |
up to 2.825% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.825% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 2.25% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells. |
CUSIP: |
40054REU1 |
Tax consequences: |
See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement |
* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.30% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
Hypothetical Payout Profile* |
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* assumes an upside participation rate of 258%.
If the ending level of the lowest performing underlier is less than its threshold level, you will be exposed on a leveraged basis to any decline in the level of the lowest performing underlier in excess of 20%.
You should read the accompanying preliminary pricing supplement dated May 15, 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.
The securities 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:
The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $900 and $930 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.
The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the accompanying preliminary pricing supplement. 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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underliers, the terms of the securities and certain risks.
About Your Securities |
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, WFS product supplement no. 9, underlier supplement no. 48 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, WFS product supplement no. 9, underlier supplement no. 48 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, WFS product supplement no. 9, underlier supplement no. 48 and preliminary pricing supplement if you so request by calling (212) 357-4612.
Risk Factors |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 9, accompanying underlier supplement no. 48, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 9, accompanying underlier supplement no. 48, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Selected Risk Considerations” in the accompanying preliminary pricing supplement, “ Risk Factors” in the accompanying WFS product supplement no. 9, “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.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
Additional Risks Related to TOPIX and the EURO STOXX 50® Index
Risks Related to Tax
For details about the license agreement between the underlier sponsors for the S&P 500® Index and the EURO STOXX 50® Index and the issuer, see “The Underliers — S&P 500® Index” and “The Underliers — EURO STOXX 50® Index” on pages S-127 and S-36 of the accompanying underlier supplement no. 48, respectively.
TOPIX Value and TOPIX Marks are subject to the proprietary rights owned by JPXI and JPXI owns all rights and know-how relating to TOPIX such as calculation, publication and use of TOPIX Value and relating to TOPIX Marks. JPXI shall reserve the rights to change the methods of calculation or publication, to cease the calculation or publication of TOPIX Value or to change TOPIX Marks or cease the use thereof. JPXI makes no warranty or representation whatsoever, either as to the results stemmed from the use of TOPIX Value and TOPIX Marks or as to the figure at which TOPIX Value stands on any particular day. JPXI gives no assurance regarding accuracy or completeness of TOPIX Value and data contained therein. Further, JPXI shall not be liable for the miscalculation, incorrect publication, delayed or interrupted publication of TOPIX Value. No securities are in any way sponsored, endorsed or promoted by JPXI. JPXI shall not bear any obligation to give an explanation of the securities or an advice on investments to any purchaser of the securities or to the public. JPXI neither selects specific stocks or groups thereof nor takes into account any needs of the issuing company or any purchaser of the securities, for calculation of TOPIX Value. Including but not limited to the foregoing, JPXI shall not be responsible for any damage resulting from the issue and sale of the securities.
Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.
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 securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underliers, the terms of the securities and certain risks.
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