高盛美股招股说明书(2026-04-21版)

GS Finance Corp.$Trigger Autocallable GEARS Linked to an Equally Weighted Basket of Stocks due guaranteed by The Goldman Sachs Group, Inc. Investment Description The amount you will be paid on your securities is based on the performance of an equally weighted basket comprised of the common stock orAmerican depositary shares (basket stocks) of 16 companies. The securities are unsecured notes issued by GS Finance Corp. and guaranteed by TheGoldman Sachs Group, Inc. The securities will mature on the stated maturity date unless they are automatically called on the call observation date. The initial basket level is 100 and the closing level of the basket on the call observation date and the determination date, as applicable, will equal thesumof theproducts, as calculated for each basket stock, of: (i) its closing price on the call observation date or determination date, as applicable,dividedby its initial basket stock price on the trade datemultipliedby (ii) its initial weighted value. Unless your securities are automatically called, if the closing level of the basket on the determination date (the final basket level) isgreater thantheinitial basket level, then the return on your securities will be positive and equal theproduct ofthe upside gearingtimesthe basket return (thepercentage increase or decrease in the final basket level from the initial basket level). If the final basket level isequal toorless thanthe initial basketlevel butgreater thanorequal tothe downside threshold, you will receive the face amount of your securities at maturity.If the final basket level is less than the downside threshold, you will receive less than the face amount of your securities, resulting in a percentage loss on your investment equal to the basket return and you could lose all of your investment. Your securities will be automatically called if the closing level of the basket on the call observation date isgreater thanorequal tothe autocall barrier,resulting in a payment on the call payment date for each $10 face amount of your securitiesequal tothe face amount per securityplustheproduct of$10timesthe call return specified below. Declines in one basket stock may offset increases in the other basket stocks.Investing in the securities involves significant risks. You may lose a significant portion or all of your investment and will not receive any coupon during the term of the securities. The contingent repayment of principal applies only at maturity. Any payment on the securities,including any repayment of principal, is subject to the creditworthiness of GS Finance Corp. and The Goldman Sachs Group, Inc.FeaturesKey Dates* Automatic Call Feature –Your securities will be automatically called and you will receive the faceO Contingent Repayment of Principal at Maturity with Potential for Full Downside Market Exposure–At maturity, if the securities have not been automatically called and the final basket level isequal toorless thanthe initial basket level butgreater thanorequal tothe downside threshold, you will receive apayment equal to the face amount of your securities. If, however, the final basket level isless thanthedownside threshold, you will receive less than the face amount of your securities, if anything, resulting ina percentage loss on your investment equal to the basket return. You may lose your entire investment.The contingent repayment of principal applies only if you hold the securities to maturity. Any payment onthe securities, including any repayment of principal, is subject to the creditworthiness of GS FinanceCorp. and The Goldman Sachs Group, Inc.Notice to investors: the securities are a riskier investment than ordinary debt securities. GS Finance Corp. is not necessarily obligated toO repay the face amount of the securities at maturity, and the securities may have the same downside market risk as the basket. This marketrisk is in addition to the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. You should not purchase the securities if you donot understand or are not comfortable with the significant risks involved in investing in the securities.You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of GS FinanceCorp. and The Goldman Sachs Group, Inc. See page PS-12. The estimated value of your securities at the time the terms of your securities are set on the trade date is expected to be between $9.25 and $9.55 per$10 face amount. For a discussion of the estimated value and the price at which Goldman Sachs & Co. LLC would initially buy or sell your securities, ifit makes a market in the securities, see page PS-2. Original issue price100.00% of the face amount Underwriting discount0.00% of the face amount *Goldman Sachs & Co. LLC will sell the securities to UBS Financial Services Inc., the selling agent, at 100% of the face amount of the securities. UBS Financial Services Inc. will sell the securities to fee-ba