GS-J Goldman Sachs Group Inc

Market Linked Securities — Autocallable with Contingent Coupon and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of Broadcom Inc., an American Depositary Share of BP p.l.c. and the Common Stock of Lockheed Martin Corporation due September 2, 2027

Summary of Terms

Company (Issuer) and Guarantor:

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

CUSIP:

40058ETU0

Tax consequences:

See “Supplemental Discussion of U.S. Federal Income Tax Considerations” in the accompanying preliminary pricing supplement

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

the common stock of Broadcom Inc. (current Bloomberg ticker: “AVGO UW”), an American depositary share (“ADS”) of BP p.l.c. (current Bloomberg ticker: “BP UN”), representing six ordinary shares of BP p.l.c., and the common stock of Lockheed Martin Corporation (current Bloomberg ticker: “LMT UN”)

Hypothetical Payout Profile (Maturity Payment Amount)

If the securities are not automatically called prior to stated maturity and the ending price of the lowest performing underlying stock on the final calculation day is less than its downside threshold price, you will lose more than 40%, and possibly all, of the face amount of your securities at stated maturity.

Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any appreciation of any underlying stock, but you will have full downside exposure to the lowest performing underlying stock on the final calculation day if the ending price of that underlying stock is less than its downside threshold price.

You should read the accompanying preliminary pricing supplement dated August 19, 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:

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 $890 and $920 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.

Pricing date:

expected to be August 29, 2024

Issue date:

expected to be September 4, 2024

Final calculation day:

expected to be August 30, 2027

Stated maturity date:

expected to be September 2, 2027

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 final calculation day

Performance factor:

with respect to an underlying stock on any calculation day, the quotient of (i) its stock closing price on such calculation day divided by its starting price (expressed as a percentage)

Lowest performing underlying stock:

for any calculation day, the underlying stock with the lowest performance factor on that calculation day

Automatic call:

If the stock closing price of the lowest performing underlying stock on any of the calculation days from August 2025 to May 2027, inclusive, is greater than or equal to its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment. The securities will not be subject to automatic call until the August 2025 calculation day.

Downside threshold price:

with respect to an underlying stock, 60% of its starting price

Contingent coupon payment:

Subject to the automatic call, on each contingent coupon payment date, for each $1,000 of the outstanding face amount, you will receive a contingent coupon payment equal to at least $31.875 (equivalent to a contingent coupon rate of at least 12.75% per annum) (set on the pricing date) if, and only if, the stock closing price of the lowest performing underlying stock on the related calculation day is greater than or equal to its coupon threshold price.

Coupon threshold price:

with respect to an underlying stock, 60% of its starting price

Call settlement date:

three business days after the applicable calculation day

Calculation days:

quarterly, on the 28th day of each February, May, August and November, commencing November 2024 and ending May 2027, and the final calculation day

Contingent coupon payment dates:

quarterly, on the third business day following each calculation day; provided that the contingent coupon payment date with respect to the final calculation day will be the stated maturity date

Maturity payment amount (for each $1,000 face amount of your securities):

$1,000 × performance factor of the lowest performing underlying stock on the final calculation day

Underwriting discount:

up to 2.575% 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 2.575% 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 2.00% 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.

* 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.

About Your Securities

Risk Factors

Risks Related to Structure, Valuation and Secondary Market Sales

Performance of the Underlying Stocks from the Pricing Date to Any Calculation Day or from Calculation Day to Calculation Day

Additional Risks Related to an ADS of BP p.l.c.

Risks Related to Tax