Form FWP GS Finance Corp. Filed by: GS Finance Corp.

Leveraged Basket-Linked Notes due        

Key Terms

CUSIP/ISIN:

40057EUN5 / US40057EUN56

Company (Issuer):

GS Finance Corp.

Guarantor:

The Goldman Sachs Group, Inc.

Basket:

an unequally weighted basket comprised of the common stock, common shares or ordinary shares of 31 companies

Basket Stocks

the 31 common stocks, common shares or ordinary shares listed under “About the Basket” below.

Basket stock issuer:

the issuer of a basket stock

Trade date:

Settlement date:

expected to be the fifth scheduled business day following the trade date

Determination date:

a specified date that is expected to be between 24 and 27 months following the trade date

Stated maturity date:

a specified date that is expected to be the second scheduled business day after the determination date

Hypothetical Payment amount AT Maturity*

Hypothetical Final
Basket Level
(as a % of the Initial Basket Level)

Hypothetical Payment Amount at Maturity
(as a % of Face Amount)

175.000%

123.940%

150.000%

123.940%

125.000%

123.940%

115.960%

123.940%

108.000%

112.000%

104.000%

106.000%

100.000%

100.000%

90.000%

90.000%

75.000%

75.000%

50.000%

50.000%

25.000%

25.000%

0.000%

0.000%

*assumes a cap level of 115.96% of the initial basket level

Payment amount at maturity (for each $1,000 face amount of your notes)

●if the basket return is positive (the final basket level is greater than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) 1.5 times (c) the basket return, subject to the maximum settlement amount; or

●if the basket return is zero or negative (the final basket level is equal to or less than the initial basket level), the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the basket return.

Initial basket level:

100

Initial weighted value:

for each of the basket stocks, the product of the initial weight of such basket

stock in the basket times the initial basket level.

Final basket level:

the closing level of the basket on the determination date

Closing level of the basket:

on any trading day, the sum of, for each of the basket stocks: the product of (i) the quotient of (a) the closing price of such basket stock on such trading day divided by (b) the initial stock price of such basket stock times (ii) the initial weighted value of such basket stock

Initial stock price:

for each of the basket stocks, set on the trade date and may be higher or lower than the actual closing price of the basket stock on that date, as determined by the calculation agent in its sole discretion

Final stock price:

for each of the basket stocks, the closing price of such basket stock on the

determination date

Basket return:

the quotient of (i) the final basket level minus the initial basket level divided by (ii) the initial basket level, expressed as a percentage

Cap Level:

expected to be between 115.96% and 118.73%

Maximum settlement amount:

expected to be between $1,239.4 and $1,280.95

Estimated value range:

$940 to $970 (which is less than the original issue price; see accompanying preliminary prospectus supplement)

About the Basket

The following table lists the basket stocks and related information, including their corresponding Bloomberg tickers, primary listings, initial weights in the basket, initial weighted values and initial stock prices. The initial stock prices will not be determined until the trade date. Each of the basket stock issuers faces its own business risks and other competitive factors. All of those factors may affect the basket return, and, consequently, the amount payable on your notes, if any, on the stated maturity date. Our offering of the notes does not constitute our recommendation or the recommendation of our affiliates to invest in the basket, any basket stock or the notes. You should make your own investigation of the basket stocks and the basket stock issuers and whether to obtain exposure to the basket through an investment in the notes.

Basket Stock

Current Bloomberg Ticker

Type of Security

Current Primary Listing

Initial Weight in the Basket

Initial Weighted Value

Initial Stock Price (USD)

Aramark

ARMK

Common Stock

New York Stock Exchange

3.23%

3.23

American Express Company

AXP

Common Share

New York Stock Exchange

3.23%

3.23

Bloomin’ Brands, Inc.

BLMN

Common Stock

The Nasdaq Global Select Market

3.22%

3.22

Cracker Barrel Old Country Store, Inc.

CBRL

Common Stock

The Nasdaq Global Select Market

3.22%

3.22

Chipotle Mexican Grill, Inc.

CMG

Common Stock

New York Stock Exchange

3.23%

3.23

Capital One Financial Corporation

COF

Common Stock

New York Stock Exchange

3.23%

3.23

Delta Air Lines, Inc.

DAL

Common Stock

New York Stock Exchange

3.23%

3.23

Discover Financial Services

DFS

Common Stock

New York Stock Exchange

3.23%

3.23

Darden Restaurants, Inc.

DRI

Common Stock

New York Stock Exchange

3.22%

3.22

Foot Locker, Inc.

FL

Common Stock

New York Stock Exchange

3.23%

3.23

The Home Depot, Inc.

HD

Common Stock

New York Stock Exchange

3.22%

3.22

Hilton Worldwide Holdings Inc.

HLT

Common Stock

New York Stock Exchange

3.23%

3.23

Nordstrom, Inc.

JWN

Common Stock

New York Stock Exchange

3.23%

3.23

Lennar Corporation

LEN

Class A Common Stock

New York Stock Exchange

3.22%

3.22

Lowe’s Companies, Inc.

LOW

Common Stock

New York Stock Exchange

3.22%

3.22

lululemon athletica inc.

LULU

Common Stock

The Nasdaq Global Select Market

3.23%

3.23

Southwest Airlines Co.

LUV

Common Stock

New York Stock Exchange

3.22%

3.22

Las Vegas Sands Corp.

LVS

Common Stock

New York Stock Exchange

3.23%

3.23

Mastercard Incorporated

MA

Class A Common Stock

New York Stock Exchange

3.22%

3.22

Marriott International, Inc.

MAR

Class A Common Stock

The Nasdaq Global Select Market

3.23%

3.23

MGM Resorts International

MGM

Common Stock

New York Stock Exchange

3.23%

3.23

MGIC Investment Corporation

MTG

Common Stock

New York Stock Exchange

3.22%

3.22

Norwegian Cruise Line Holdings Ltd.

NCLH

Ordinary Share

New York Stock Exchange

3.23%

3.23

NVR, Inc.

NVR

Common Stock

New York Stock Exchange

3.22%

3.22

PennyMac Financial Services, Inc.

PFSI

Common Stock

New York Stock Exchange

3.22%

3.22

PulteGroup, Inc.

PHM

Common Share

New York Stock Exchange

3.22%

3.22

Planet Fitness, Inc.

PLNT

Class A Common Stock

New York Stock Exchange

3.23%

3.23

Radian Group Inc.

RDN

Common Stock

New York Stock Exchange

3.23%

3.23

Royal Caribbean Cruises Ltd.

RCL

Common Stock

New York Stock Exchange

3.23%

3.23

Synchrony Financial

SYF

Common Stock

New York Stock Exchange

3.23%

3.23

Toll Brothers, Inc.

TOL

Common Stock

New York Stock Exchange

3.22%

3.22

●

Preliminary prospectus supplement dated December 10, 2020

●

Prospectus supplement dated July 1, 2020

●

Prospectus dated July 1, 2020