GS-J Goldman Sachs Group Inc

Market Linked Securities — Leveraged Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Amazon.com, Inc., the Class A Common Stock of Alphabet Inc., the Class A Common Stock of Meta Platforms, Inc. (formerly Facebook, Inc.) and the Common Stock of NVIDIA Corporation due July 31, 2028

Summary of Terms

Company (Issuer) and Guarantor:

GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor)

Hypothetical Payout Profile*

Market measures (each referred to as an “underlying stock,” and collectively as the “underlying stocks”):

the common stock of Amazon.com, Inc. (current Bloomberg ticker: “AMZN UW”), the Class A common stock of Alphabet Inc. (current Bloomberg ticker: “GOOGL UW”),the Class A common stock of Meta Platforms, Inc. (formerly Facebook, Inc.) (current Bloomberg ticker: “META UW”) and the common stock of NVIDIA Corporation (current Bloomberg ticker: NVDA UW”)

Pricing date:

expected to be July 26, 2024

Issue date:

expected to be July 31, 2024

Calculation day:

expected to be July 26, 2028

Stated maturity date:

expected to be July 31, 2028

Starting price:

with respect to an underlying stock, the stock closing price of such underlying stock on the pricing date

Ending price:

with respect to an underlying stock, the stock closing price of such underlying stock on the calculation day

Lowest performing underlying stock:

the underlying stock with the lowest underlying stock return

Underlying stock return:

ending price – starting price

                starting price

Upside participation rate:

at least 445%

Threshold price:

with respect to an underlying stock, 50% of its starting price

* assumes an upside participation rate of 445%.

If the ending price of the lowest performing underlying stock is less than its threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the lowest performing underlying stock and will lose more than 50%, and possibly all, of the face amount of your securities at maturity.

You should read the accompanying preliminary pricing supplement dated July 11, 2024, 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:

Threshold amount:

50%

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

$1,000+($1,000 × underlying stock return of the lowest performing underlying stock × upside participation rate)

$1,000 + ($1,000 × underlying stock return of the lowest performing underlying stock)

Underwriting discount:

up to 3.325% 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 3.325% 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 2.75% 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.

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.

CUSIP:

40058EA55

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 0.25% 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.

About Your Securities

Risk Factors

Risks Related to Structure, Valuation and Secondary Market Sales

Volatility Generally Indicates An Increased Risk of Declines in the Prices of the Underlying Stocks and, Potentially, a Significant Loss at Maturity

Risks Related to Tax