[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_158":159},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","oi2o4dzvuwonkiue9ytbaih85","revision",2,"title","高盛集团发行自动赎回型权益挂钩票据，本金12.27亿美元","originalTitle","GOLDMAN SACHS GROUP INC (0000886982) (Filer)","summary","高盛集团下属GS Finance Corp.发行本金总额12.27亿美元的自动赎回型权益挂钩票据，由高盛集团担保。票据不付息，若触发条件（四只股票收盘价达到特定水平），将被提前赎回。若未触发，到期结算金额取决于股票表现，可能低于面值。票据未在交易所上市，二级市场流动性可能有限。","reason","高盛集团发行了一款自动赎回型权益挂钩票据，涉及四只股票的股价表现，具有较高的复杂性和风险。","source",{"_12":149,"_150":151,"_9":152,"_153":42,"_154":155,"_156":157},"links",{"_146":147,"_134":148},"publishedAt","2026-10-14T18:00:30.000Z","discoveredAt","2026-10-14T18:16:24.569Z","timelineAt","category","ai-products","tags",[140,141,142,143,144,145],"stockSymbols",[139],"score",65,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":133,"_134":-5,"_135":136,"_137":138},"outline",[77,78,79,80,81,82,83,84,85,86,87,88,89,90,91,92,93,94],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fG0DA_RhEhuk",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","af4d738f-a3f0-42ab-b4bb-5c46aaca3de4","高盛发行多笔权益挂钩票据",{"_73":74,"_16":75},{"_12":131,"_96":132,"_98":15},{"_12":129,"_96":130,"_98":15},{"_12":127,"_96":128,"_98":15},{"_12":125,"_96":126,"_98":15},{"_12":123,"_96":124,"_98":15},{"_12":121,"_96":122,"_98":15},{"_12":119,"_96":120,"_98":15},{"_12":117,"_96":118,"_98":15},{"_12":115,"_96":116,"_98":15},{"_12":113,"_96":114,"_98":15},{"_12":111,"_96":112,"_98":15},{"_12":109,"_96":110,"_98":15},{"_12":107,"_96":108,"_98":15},{"_12":105,"_96":106,"_98":15},{"_12":103,"_96":104,"_98":15},{"_12":101,"_96":102,"_98":15},{"_12":99,"_96":100,"_98":15},{"_12":95,"_96":97,"_98":15},"sec-18","text","Supplemental Plan of Distribution","level","sec-17","Foreign Account Tax Compliance Act (FATCA) Withholding","sec-16","Certain Considerations for Insurance Companies and Employee Benefit Plans","sec-15","Other Investors in the Notes May Not Have the Same Interests as You","sec-14","The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Fa","sec-13","Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relation","sec-12","You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or ","sec-11"," ","sec-10","Goldman Sachs’ Trading and Investment Activities for its Own Account or for its ","sec-9","We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issu","sec-8","You Have Limited Anti-Dilution Protection","sec-7","The Calculation Agent Can Postpone a Call Observation Date or the Determination ","sec-6","As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations ","sec-5","You Have No Shareholder Rights or Rights to Receive Any Index Stock","sec-4","We Will Not Hold Shares of the Index Stocks for Your Benefit","sec-3","If the Market Prices of the Index Stocks Change, the Market Value of Your Notes ","sec-2","Your Notes May Not Have an Active Trading Market","sec-1","The Market Value of Your Notes May Be Influenced By Many Unpredictable Factors","

根据规则424(b)(2)提交

注册声明编号 333-284538

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$\"img119683000_0.jpg\"$

GS Finance Corp.

$1,227,000

2031年到期的自动敲出股权挂钩票据

由

高盛集团有限公司担保

这些票据不计利息。这些票据将在规定的到期日（2031年10月15日）到期，除非它们在2027年10月18日开始的任何敲出观察日被自动敲出。如果在敲出观察日，Hims & Hers Health, Inc.的A类普通股、Alphabet Inc.的C类资本股票、FedEx Corporation的普通股以及Strategy Inc（前身为MicroStrategy Incorporated）的A类普通股（以下简称“指数股票”）在该日的收盘价大于或等于其相应的敲出水平，您的票据将在该敲出观察日被自动敲出，导致在相应的敲出支付日，每1000美元面值的票据支付金额等于该1000美元面值加上1000美元乘以相应的敲出溢价金额。敲出观察日、敲出支付日、每个敲出观察日的相应敲出水平（敲出水平在您的票据期限内逐步下降）以及每个敲出支付日的相应敲出溢价金额在本招股说明书补充文件的S-5页中规定。

如果您的票据未被自动敲出，您在规定到期日的支付将取决于是否发生了触发事件。如果在确定日（2031年10月9日）所有指数股票的收盘价均低于其各自初始价格（Hims & Hers Health, Inc.的A类普通股为30.92美元，Alphabet Inc.的C类资本股票为347.86美元，FedEx Corporation的普通股为291.71美元，Strategy Inc（前身为MicroStrategy Incorporated）的A类普通股为154.34美元（在每种情况下，这是该指数股票在交易日（2026年10月9日）的盘中价格或收盘价）），则将发生触发事件。

如果未发生触发事件，且在确定日所有指数股票的收盘价均大于或等于其初始价格的50%，则在到期时，您将获得每1000美元面值的票据2075.02美元。如果未发生触发事件，且任何指数股票的收盘价在确定日小于其初始价格的50%，则在到期时，您将获得票据的面值。因此，如果在确定日任何指数股票的收盘价大于或等于其初始价格，无论其他指数股票的表现如何，您将至少获得票据的面值。

如果发生了触发事件，且在确定日所有指数股票的收盘价均大于或等于其初始价格的50%，则在到期时，您将获得每1000美元面值的票据2075.02美元。如果发生了触发事件，且在确定日任何指数股票的收盘价小于其初始价格的50%，则在到期时，您将获得基于表现最差的指数股票（即回报率最低的指数股票）的表现的金额。每个指数股票的指数股票回报率是其最终价格（确定日该指数股票的收盘价）相对于其初始价格的百分比涨幅或跌幅。该金额将明显低于您票据的面值。

在到期时，您每张面值为1,000美元的票据将获得等值的现金金额：

•

如果未发生触发事件，以下情况之一将适用：

如果每个指数股票的最终价格大于或等于其初始价格的50%，则为2,075.02美元；或者

如果任何指数股票的最终价格小于其初始价格的50%，则为1,000美元；或者

•

如果发生了触发事件，以下情况之一将适用：

如果每个指数股票的最终价格大于或等于其初始价格的50%，则为2,075.02美元；或者

如果任何指数股票的最终价格小于其初始价格的50%，则为（i）1,000美元加上（ii）（a）1,000美元乘以（b）表现最差的指数股票的收益率。您将获得的金额将少于票据面值的50%。

您应阅读本文中的披露信息，以更好地了解您的投资条款和风险，包括GS Finance Corp.和Goldman Sachs Group, Inc.的信用风险。详见第S-20页。

您在交易日确定票据条款时，票据的估计价值等于每1,000美元面值约961美元。有关票据的估计价值以及Goldman Sachs & Co. LLC在票据做市时可能首次买入或卖出的价格的讨论，请参见下一页。

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原始发行日期：	2026年10月15日	原始发行价格：	面值的100%
承销折扣：	面值的1.5%*	发行人净收益：	面值的98.5%

* 有关构成承销折扣的费用的更多信息，请参见第S-40页的“补充发行计划”。

证券交易委员会或其他监管机构均未批准或否决这些证券，也未对本招股说明书的准确性或充分性发表意见。与此相反的任何陈述均属刑事犯罪。这些票据不是银行存款，也不受联邦存款保险公司或其他政府机构的保险，也不是银行的债务或担保。

Goldman Sachs & Co. LLC

2026年10月9日发布的第27,459号招股说明书补充文件。

上述的发行价格、承销折扣和发行人净收益适用于我们最初发行的票据。我们可能在本招股说明书补充文件发布日后决定以不同的发行价格、承销折扣和净收益发行额外的票据。您在票据上的投资回报（无论正负）部分取决于您购买此类票据所支付的发行价格。

GS Finance Corp.可能在票据的初始销售中使用本招股说明书。此外，GS Finance Corp.的任何其他附属公司或Goldman Sachs & Co. LLC可能在票据初始销售后使用本招股说明书进行做市交易。除非GS Finance Corp.或其代理人在此笔销售确认中另有通知，否则本招股说明书正在用于做市交易。

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您票据的估计价值

您在交易日设定凭证条款时，凭证的估计价值（根据高盛公司及有限公司（GS&Co.）使用的定价模型确定，并考虑我们的信用利差）等于每1000美元面值约961美元，这低于原始发行价格。您的凭证在任何时间的价值将反映许多因素，无法预测；然而，GS&Co.最初会以（不包括GS&Co.通常的买卖价差）购买或出售凭证的价格（如果它做市，但没有义务这样做），以及GS&Co.最初用于账户对账单和其他用途的价值，等于您凭证在定价时的估计价值，再加上额外金额（最初为每1000美元面值39美元）。“,

在2027年2月9日之前，GS&Co.会以（不包括GS&Co.通常的买卖价差）购买或出售您的凭证的价格（如果它做市，但没有义务这样做）将等于（a）当时您的凭证的估计价值（根据GS&Co.的定价模型确定）加上（b）任何剩余的额外金额（额外金额将从定价时起至2027年2月8日以直线法减少至零）。在2027年2月9日及之后，GS&Co.会以（不包括GS&Co.通常的买卖价差）购买或出售您的凭证的价格（如果它做市）将等于根据此类定价模型确定的当时您的凭证的估计价值。“,

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关于您的招股说明书

这些凭证是GS Finance Corp.的中期票据、系列F计划的一部分，并由高盛集团有限公司（The Goldman Sachs Group, Inc.）完全且无条件担保。本招股说明书包括本招股说明书补充文件和下列附带文件。本招股说明书补充文件是对下列文件的补充，没有列出您的凭证的所有条款，因此应与这些文件一起阅读：

•

2025年2月14日的招股说明书补充文件

•

2025年2月14日的招股说明书

本招股说明书补充文件中的信息取代了上述文件中任何冲突的信息。此外，列出的文件中描述的某些条款或特征可能不适用于您的票据。

我们通过本附加工具提供的票据称为“发行票据”或“票据”。每张发行票据的条款如下所述。请注意，在本附加工具中，“GS Finance Corp.”、“我们”、“我们的”和“我们”仅指GS Finance Corp.，不包括其子公司或关联公司；“The Goldman Sachs Group, Inc.”（我们的母公司）的引用仅指The Goldman Sachs Group, Inc.，不包括其子公司或关联公司；“Goldman Sachs”的引用指The Goldman Sachs Group, Inc.及其合并的子公司和关联公司，包括我们自己。这些票据将根据于2008年10月10日签署的高级债务信托契约发行，并根据于2015年2月20日签署的第一补充信托契约进行补充，该契约由我们作为发行人、The Goldman Sachs Group, Inc.作为担保人以及The Bank of New York Mellon作为受托人签署。该信托契约，经此补充并随后进一步补充，称为“GSFC 2008信托契约”，在随附的附加工具中提及。

这些票据将以簿记形式发行，并由编号为3的主票据，日期为2021年3月22日。

S-2

条款和条件

CUSIP / ISIN：40058MBY3 / US40058MBY30

公司（发行人）：GS Finance Corp.。

担保人：The Goldman Sachs Group, Inc.

指数股票（每只单独称为指数股票）：Hims & Hers Health, Inc.的A类普通股（当前彭博终端代码：“HIMS UN”）、Alphabet Inc.的C类资本股（当前彭博终端代码：“GOOG UW”）、FedEx Corporation的普通股（当前彭博终端代码：“FDX UN”）以及Strategy Inc（前身为MicroStrategy Incorporated）的A类普通股（当前彭博终端代码：“MSTR UW”），每只股票可能会根据本文件中的规定随时被替换或调整

面值：在原始发行日的总面值为1,227,000美元；如果公司在其单独选择下决定在交易日后某日出售额外金额，总面值可能会增加

授权面额：1,000美元或超过该金额的任何整数倍

本金金额：根据以下“— 公司的赎回权（自动呼叫功能）”条款规定，到期日时，公司将为每1,000美元的未偿面值支付现金金额，如有

现金结算金额：

•

如果未发生触发事件，那么：

如果每只指数股票的最终指数股票价格大于或等于触发缓冲价格，$1,000加上（a）$1,000乘以（b）到期日溢价金额的乘积；或者

如果任何指数股票的最终指数股票价格低于触发缓冲价格，$1,000；或者

•

如果发生触发事件，那么：

如果每只指数股票的最终指数股票价格大于或等于触发缓冲价格，$1,000加上（a）$1,000乘以（b）到期日溢价金额的乘积；或者

如果任何指数股票的最终指数股票价格低于其触发缓冲价格，$1,000加上（a）$1,000乘以（b）表现较差的指数股票收益的乘积

公司的赎回权（自动赎回功能）：如果发生赎回事件，则未偿面值将被全部自动赎回，公司将在随后的赎回支付日支付现金，每1,000美元未偿面值支付的金额等于（i）1,000美元加上（ii）1,000美元乘以根据以下“— 赎回观察日”中规定的适用赎回溢价金额的总和

赎回事件：如果在任何赎回观察日测量时，每只指数股票的收盘价大于或等于其适用的赎回水平，则将发生赎回事件

赎回水平：对于任何赎回观察日，根据以下“— 赎回观察日”中列出的表格规定的适用赎回水平；如该表格所示，赎回水平随着票据的存续时间越长而越低

初始指数股票价格：对于Hims & Hers Health, Inc.的A类普通股为30.92美元，对于Alphabet Inc.的C类资本股票为347.86美元，对于FedEx Corporation的普通股为291.71美元，对于Strategy Inc（前身为MicroStrategy Incorporated）的A类普通股为154.34美元。每只指数股票的初始指数股票价格是该指数股票在交易日的盘中价格或收盘价

最终指数股票价格：对于某只指数股票，是在确定日该指数股票的收盘价，根据以下“— 市场中断事件或非交易日的后果”和“— 反稀释调整”中的规定进行调整

指数股票收益：对于某只指数股票，是（i）其最终指数股票价格减去其初始指数股票价格除以（ii）其初始指数股票价格的商，以百分比表示

表现较差的指数股票收益：表现较差的指数股票的指数股票收益

表现较差的指数股票：指数股票收益最低的指数股票

S-3

触发事件：每只指数股票的最终指数股票价格低于其初始指数股票价格

触发缓冲价格：对于每只指数股票，为其初始指数股票价格的50%

赎回溢价金额：对于任何赎回支付日，根据以下“— 赎回观察日”中列出的表格规定的适用赎回溢价金额；如该表格所示，赎回溢价金额随着票据的存续时间越长而越高

到期日溢价金额：107.502%

交易日：2026年10月9日

原始发行日：2026年10月15日

确定日期：2031年10月9日，除非计算代理认为，就任何指数股票而言，该日发生或持续存在市场中断事件，或该日并非交易日。如果原定的确定日期对于任何指数股票而言是非交易日，则确定日期将为该日之后的第一个交易日，且该日必须是所有指数股票的交易日（“第一个合格交易日”），前提是该日对于指数股票而言未发生或持续存在市场中断事件。如果在原定的确定日期或第一个合格交易日，对于指数股票发生或持续存在市场中断事件，则确定日期将为计算代理确定的下一个交易日，该日每个指数股票均至少有一个交易日（从包括原定的确定日期或第一个合格交易日开始）未发生或持续存在市场中断事件，且每个指数股票的收盘价将在推迟的确定日期之前根据下文“— 市场中断事件或非交易日的后果”中所述进行确定。（在这种情况下，确定日期可能与为确定指数股票价格而进行计算的日期不同。）然而，无论如何，确定日期不得推迟至原定的到期日之后，或者如果原定的到期日不是营业日，则不得推迟至原定到期日之后的第一个营业日，无论是由于连续非交易日的发生，还是由于一个或多个市场中断事件的发生。在最后可能的确定日期，如果对于尚未有交易日（未发生或持续存在市场中断事件）的指数股票发生或持续存在市场中断事件，或者如果该最后可能的日期对于该指数股票而言不是交易日，该日期仍将是确定日期。

到期日：2031年10月15日，除非该日不是营业日，在这种情况下，到期日将推迟至下一个后续的营业日。如果如上文“— 确定日期”所述推迟确定日期，则到期日也将被推迟。在这种情况下，到期日将从原定的确定日期（不包括）推迟至实际确定日期（包括）的相同数量的营业日。

认沽观察日期：如下表中指定的日期，除非计算代理认为，就任何指数股票而言，该日发生或持续存在市场中断事件，或该日并非交易日。

如果原本预定的认股观察日对于任何指数股票而言是非交易日，则认股观察日将为该日之后的第一个交易日，且该日对于所有指数股票均为交易日（“第一个合格认股交易日”），前提是该日没有发生或持续存在针对指数股票的市场中断事件。如果在原本预定的认股观察日或第一个合格认股交易日发生或持续存在针对指数股票的市场中断事件，则认股观察日将为计算代理人确定的下一个交易日，在该日中，每个指数股票至少有一个交易日（从包括原本预定的认股观察日或第一个合格认股交易日（视情况而定）起）没有发生或持续存在市场中断事件，且每个指数股票在该认股观察日的收盘价将在推迟后的认股观察日之前确定，具体规定见下文“— 市场中断事件或非交易日的后果”。（在这种情况下，认股观察日可能与用于在认股观察日进行计算的指数股票价格确定日期不同。）然而，无论如何，认股观察日不得推迟至原本预定的认股支付日（基于原本预定的认股观察日）之后，或者如果原本预定的认股支付日不是营业日，则不得推迟至原本预定的认股支付日之后的第一个营业日，无论是由于连续非交易日的发生，还是由于一个或多个市场中断事件的发生。在适用于相关认股支付日的最后一个可能的认股观察日，如果针对某个指数股票发生了或持续存在市场中断事件，而该指数股票尚未有无市场中断事件发生或持续的交易日，或者如果该最后一个可能的日期不是该指数股票的交易日，则该日仍为认股观察日。

S-4

日，适用于相关认股支付日，如果针对某个指数股票发生了或持续存在市场中断事件，而该指数股票尚未有无市场中断事件发生或持续的交易日，或者如果该最后一个可能的日期不是该指数股票的交易日，则该日仍为认股观察日。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


认股观察日	认股支付日	认股水平（以初始指数股票价格的百分比表示）	认股溢价金额
2027年10月18日	2027年10月21日	75%	21.5004%
2027年11月9日	2027年11月15日	74.48%	23.2921%
2027年12月9日	2027年12月14日	73.96%	25.0838%
2028年1月10日	2028年1月13日	73.44%	26.8755%
2028年2月9日	2028年2月14日	72.92%	28.6672%
2028年3月9日	2028年3月14日	72.4%	30.4589%
2028年4月10日	2028年4月13日	71.88%	32.2506%
2028年5月9日	2028年5月12日	71.35%	34.0423%
2028年6月9日	2028年6月14日	70.83%	35.834%
2028年7月10日	2028年7月13日	70.31%	37.6257%
2028年8月9日	2028年8月14日	69.79%	39.4174%
2028年9月11日	2028年9月14日	69.27%	41.2091%
2028年10月9日	2028年10月12日	68.75%	43.0008%
2028年11月9日	2028年11月14日	68.23%	44.7925%
2028年12月11日	2028年12月14日	67.71%	46.5842%
2029年1月9日	2029年1月12日	67.19%	48.3759%
2029年2月9日	2029年2月14日	66.67%	50.1676%
2029年3月9日	2029年3月14日	66.15%	51.9593%
2029年4月9日	2029年4月12日	65.63%	53.751%
2029年5月9日	2029年5月14日	65.1%	55.5427%
2029年6月11日	2029年6月14日	64.58%	57.3344%
2029年7月9日	2029年7月12日	64.06%	59.1261%
2029年8月9日	2029年8月14日	63.54%	60.9178%
2029年9月10日	2029年9月13日	63.02%	62.7095%
2029年10月9日	2029年10月12日	62.5%	64.5012%
2029年11月9日	2029年11月15日	61.98%	66.2929%
2029年12月10日	2029年12月13日	61.46%	68.0846%
2030年1月9日	2030年1月14日	60.94%	69.8763%
2030年2月11日	2030年2月14日	60.42%	71.668%
2030年3月11日	2030年3月14日	59.9%	73.4597%
2030年4月9日	2030年4月12日	59.38%	75.2514%
2030年5月9日	2030年5月14日	58.85%	77.0431%
2030年6月10日	2030年6月13日	58.33%	78.8348%
2030年7月9日	2030年7月12日	57.81%	80.6265%
2030年8月9日	2030年8月14日	57.29%	82.4182%
2030年9月9日	2030年9月12日	56.77%	84.2099%
2030年10月9日	2030年10月15日	56.25%	86.0016%
2030年11月11日	2030年11月14日	55.73%	87.7933%
2030年12月9日	2030年12月12日	55.21%	89.585%

S-5

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


2031年1月9日	2031年1月14日	54.69%	91.3767%
2031年2月10日	2031年2月13日	54.17%	93.1684%
2031年3月10日	2031年3月13日	53.65%	94.9601%
2031年4月9日	2031年4月14日	53.13%	96.7518%
2031年5月9日	2031年5月14日	52.6%	98.5435%
2031年6月9日	2031年6月12日	52.08%	100.3352%
2031年7月9日	2031年7月14日	51.56%	102.1269%
2031年8月11日	2031年8月14日	51.04%	103.9186%
2031年9月9日	2031年9月12日	50.52%	105.7103%

行权支付日期：如上文“— 行权观察日期”下所列的日期，除非对于任何此类行权支付日期，该日不是营业日，在这种情况下，该行权支付日期将推迟至下一个营业日。如果如上文“— 行权观察日期”所述对行权观察日期进行了推迟，则该行权支付日期将从但不包括适用的原定行权观察日期起，按相同数量的营业日推迟至实际行权观察日期

收盘价：在任何交易日，针对指数股票，该指数股票在该日主要全国证券交易所的收盘售价或最后报告售价，按每股或其他单位计算：

•

在该日该指数股票上市交易的主要全国证券交易所，或者

•

如果该指数股票在该日未在任何全国证券交易所上市，则在任何其他美国全国市场系统中，该指数股票交易的主要市场。

如果指数股票如上所述未上市或交易，则该指数股票在任何一天的收盘价将由计算代理根据其确定的该指数股票的出价报价的平均值，这些出价报价来自计算代理选择的尽可能多的该指数股票交易商，以使这些出价报价可供计算代理使用。交易商的数量不必超过三个，可能包括计算代理或其或公司的任何关联方。

该指数股票的收盘价将根据下文“— 反稀释调整”中所述进行调整。

交易日：针对指数股票，该指数股票主要证券市场的交易日

指数股票发行人：针对指数股票，该指数股票当时的发行人

市场中断事件：针对任何给定的交易日，以下任何一项都将构成针对指数股票的市场中断事件：

•

在主要市场中，指数股票的交易暂停、缺失或受到重大限制超过连续两个小时的交易，或在该市场交易结束前的半小时内，由计算代理根据其单独判断确定，

•

在主要市场中，与指数股票相关的期权或期货合约的交易暂停、缺失或受到重大限制超过连续两个小时的交易，或在该市场交易结束前的半小时内，由计算代理根据其单独判断确定，或者

•

由计算代理根据其单独判断确定，该指数股票在当时的主要市场中未进行交易，

并且，在这些事件中的任何一种情况下，计算代理根据其单独判断认为该事件可能会对公司的任何附属公司或类似情况的人士取消与本票据相关的全部或重大部分对冲的能力产生重大干扰。

以下事件不会构成市场中断事件：

•

对交易时间或交易天数的限制，但仅当该限制是由于相关市场正常营业时间的公告变更所致，

S-6

•

一种永久中止交易与指数股票相关的期权或期货合约的决定。

为此目的，如果指数股票在主要证券市场交易，或在指数股票的期权或期货合约交易的主要市场交易时，该市场在正常情况下本身关闭交易的时间，将不被视为“无交易”。相反，如果由于以下原因在该指数股票或相关合约的主要市场中暂停或限制该指数股票或相关合约的交易：

•

价格变动超过该市场设定的限制，

•

与该指数股票或相关合约相关的订单失衡，或

•

与该指数股票或相关合约相关的买卖报价差异，

将构成该市场中对该指数股票或相关合约的暂停交易或重大限制。

与某一指数股票相关的市场中断事件，本身不会构成对任何未受影响的指数股票的市场中断事件。

市场中断事件或非交易日的后果：对于任何指数股票，如果在本应为认股观察日或确定日的某天发生市场中断事件或该事件持续存在，或者该天不是交易日，则该认股观察日或确定日将按照上述“— 认股观察日”或“— 确定日”部分所述进行推迟。如果由于连续非交易日的发生，任何认股观察日或确定日被推迟到最后可能的日期，则每只指数股票的价格将由计算代理人在其单独裁量权下，在该最后可能的推迟后的认股观察日或确定日，对该价格进行评估。如果由于针对任何指数股票的市场中断事件导致任何认股观察日或确定日被推迟，则每只指数股票的收盘价将根据（i）对于在（A）适用的原定认股观察日或之后的第一个合格认股交易日（如适用）或（B）原定确定日或之后的第一个合格交易日（如适用）未受到市场中断事件影响的任何指数股票，该指数股票在该日期的收盘价；（ii）对于在（A）适用的原定认股观察日或之后的第一个合格认股交易日（如适用）或（B）原定确定日或之后的第一个合格交易日（如适用）受到市场中断事件影响的任何指数股票，该指数股票在随后的第一个交易日的收盘价，在该交易日不存在针对该指数股票的市场中断事件；以及（iii）对于在最后可能的推迟后的认股观察日或确定日仍存在市场中断事件的任何指数股票，计算代理人在其单独裁量权下对该指数股票在最后可能的推迟后的认股观察日或确定日的价格进行评估。因此，这可能导致每只指数股票在任何认股观察日的收盘价或在确定日的最终指数股票价格在不同的日历日期进行确定。为避免疑义，一旦某只指数股票在认股观察日或确定日的收盘价被确定，之后发生的市场中断事件或非交易日不会改变该计算结果。

反稀释调整：计算代理将根据以下以“股票分割”开头的六个子部分中规定的任何事件调整指数股票的参考金额（不针对其他任何事件进行调整）。（如果发生多个此类事件，计算代理应按照这些事件发生的顺序，依次并按累计方式对每个此类事件调整参考金额。）在根据上述规定对所有此类事件调整参考金额后，计算代理应在适用的认沽观察日或确定日确定该经调整参考金额的收盘价。（如果根据下文“重组事件”进行调整，使参考金额由分配财产组成，则在任何认沽观察日或确定日的收盘价应等于下文“重组事件”中规定的所有此类分配财产在该认沽观察日或确定日的相应收盘价或其他价值之和。）在确定任何认沽观察日或确定日的收盘价后，计算代理将使用这些价格来确定赎回事件的发生，或计算现金结算金额。计算代理应在适用的认沽观察日或确定日之前完成所有调整。

S-7

尽管本注释中有其他规定，如果发生下文以“股票分割”开头的六个子部分中规定的需要调整的事件，计算代理可以按照必要的方式进行调整以及相关的确定和计算，以实现公平的结果，这可能与本注释中规定的方式不同。在持有人向计算代理提出书面请求后，计算代理将向持有人提供其认为适当的相关调整信息。

股票分割。股票分割是指公司在不改变股东权益的情况下增加其流通股数量。由于股票分割，每只流通股的价值将减少。如果指数股票发生股票分割，则在该指数股票开始交易且不再具有获得股票分割权利的首个交易日，计算代理将调整参考金额，使其等于调整前生效的参考金额加上（i）该指数股票每一份股票分割中发行的新股数量乘以（ii）调整前生效的参考金额的乘积。然而，只有在该首个交易日发生在交易日之后且在适用的认沽观察日或确定日之前，才进行参考金额的调整。

反向股票拆分。反向股票拆分是指公司在不改变股东权益的情况下减少其流通股数量。由于反向股票拆分，每一份流通股的价值将增加。如果某指数股票受到反向股票拆分的影响，那么一旦反向股票拆分生效，计算代理将调整参考金额，使其等于生效前的参考金额与（i）反向股票拆分生效后该指数股票流通股数量除以（ii）反向股票拆分生效前该指数股票流通股数量的商的乘积。然而，只有在反向股票拆分生效日期在交易日后且在适用的认股观察日或确定日（以适用者为准）之前时，才会调整参考金额。

股票股息。在股票股息中，公司会按比例向其流通股持有人发行额外的股票。由于股票股息，每一份流通股的价值将减少。如果某指数股票受到向所有该指数股票持有人按比例发放的股票股息的影响，那么在除息日开盘时，计算代理将调整参考金额，使其等于调整前的参考金额加上（i）针对该指数股票每一份股票发行的股票股息数量乘以（ii）调整前的参考金额的乘积。然而，只有在除息日发生在交易日后且在适用的认股观察日或确定日（以适用者为准）之前时，才会调整参考金额。

其他股息和分配。除以下情况外，参考金额不会因与指数股票相关的其他股息或其他分配而进行调整：

•

如上文“股票股息”所述的股票股息，

•

如下文“可转让权利和认股权证”所述的可转让权利或认股权证的发行，

•

如下文“重组事件”所述的构成分拆事件的股息或其他分配，或

•

如下文所述的特别股息。

如果计算代理根据其单独判断认为某指数股票的股息或其他分配是特别或异常的，该股息或其他分配将被视为“特别股息”。在做出此判断时，计算代理可以但并非必须考虑（i）相关指数股票发行人将该股息或其他分配归类为特别或异常的情况，或（ii）期权清算公司或计算代理选定的作为与该指数股票相关上市期权合约主要市场的其他期权交易所就该股息或其他分配发布的调整公告。

如果针对指数股票发生特别股息，计算代理将调整参考金额，使其等于（a）在该调整前生效的参考金额与（b）一个分数的乘积，该分数的分子为该指数股票在除息日前一个交易日的收盘价，分母为该收盘价超过特别股息金额的数额。

针对指数股票的特别股息的“特别股息金额”将等于：

S-8

•

在特别股息是代替常规季度股息支付的情况下，每股市价的特别股息金额减去该指数股票在之前未被认定为特别股息的股息或分配的每股市价，如果有的话，

•

在特别股息不是代替常规季度股息支付的情况下，每股市价的特别股息金额。

如果特别股息未以现金形式支付，非现金部分的价值将由计算代理确定。对指数股票的分配，如果构成股票股息、可转让权利或认股权证的发行或分拆事件，并且也构成特别股息，将仅根据上述“股票股息”、“可转让权利和认股权证”或“重组事件”进行调整，具体取决于适用情况。除非特别股息的除息日发生在交易日之后，并在适用的认股观察日或确定日之前，否则不会根据本小节调整参考金额。

可转让权利和认股权证。针对指数股票，如果指数股票发行人向所有指数股票持有者发行可转让权利或认股权证，以低于该指数股票在该发行除息日前一个交易日的收盘价的每股行权价认购或购买指数股票，则计算代理将通过将调整前生效的参考金额乘以一个分数来调整参考金额：

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该分数的分子为除息日前一天营业结束时流通的指数股票股份数量加上通过该可转让权利或认股权证认购或购买的额外股份数量，

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该分数的分母为除息日前一天营业结束时流通的指数股票股份数量加上通过该可转让权利或认股权证认购或购买的总股份数量按该指数股票在除息日前一个交易日的收盘价所能购买的额外股份数量，该额外股份数量通过将总认购或购买股份数量乘以该可转让权利或认股权证的行权价，然后将结果除以该指数股票在除息日前一个交易日的收盘价来确定。

参考金额将不会进行调整，除非除息日发生在交易日之后且在适用的认股观察日或确定日（以适用者为准）之前或当天。

重组事件。对于指数股票而言，如果：

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发生任何重新分类或其他指数股票的变更，

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指数股票发行人已遭受合并、合并、合并、强制性股份交换或其他业务组合，并且不是存续实体，或者即使它存续，但所有指数股票的股份都已重新分类或更改，

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指数股票已遭受另一方的收购、要约收购、交换要约、征集提案或其他事件，以购买或以其他方式获得所有流通的指数股票，从而使所有流通的指数股票（除该另一方拥有或控制的指数股票外）被转让，或不可撤销地承诺转让给另一方，

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指数股票发行人或其任何子公司已遭受合并、合并、合并或强制性股份交换，其中指数股票发行人是存续实体，且在该事件发生前所有流通的指数股票（除该另一方拥有或控制的指数股票外）在该事件后立即代表的流通股票不足50%，

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指数股票发行人将其财产和资产作为一个整体或基本上作为一个整体出售或以其他方式转让给另一实体，

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指数股票发行人向除指数股票发行人以外的发行人所有指数股票权益证券持有人发行股票（不包括上述任何要点中描述的交易）（称为“分拆事件”），

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指数股票发行人被清算、解散或清盘，或根据任何适用的破产、无力偿债或其他类似法律受到程序约束，或

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•

任何其他公司或类似事件，可能影响或可能影响指数股票或分配财产的市场价格或股东权利，该事件将由期权清算公司针对指数股票期权合约或指数股票或在主要证券交易所交易的指数股票期权的交易进行官方认定，并最终由计算代理人在其单独裁量权下确定（本要点或上述任何要点中的任何此类事件，称为“重组事件”），

则计算代理人将调整参考金额，使参考金额由在本说明书中为该重组事件的目的而视为在该调整前立即生效的参考金额中分配的每种类型分配财产的相应金额组成。

然而，尽管有上述规定，计算代理人除非该事件生效——或者，如果该事件是分拆事件，则除非该分拆事件的除息日发生——在交易日后且在适用的认股观察日或确定日（以适用者为准）之前或当天，否则不会对该重组事件进行任何调整。

计算代理将根据相关日期的收盘价确定分配财产每种组件类型的值，对于由证券组成的任何此类类型以及计算代理自行决定的其他适当方法，对于其他任何类型亦同。如果指数股票的持有者可在重组事件中选择接收不同类型的或不同类型组合的分配财产，则分配财产将被视为包括计算代理自行决定的、未作出选择的持有者所分配的类型和金额。如果发生重组事件，并因此参考金额调整为由分配财产组成，计算代理将对随后影响该分配财产或其任何组件类型的事件进行进一步调整，其调整程度与如果指数股票仍然流通并受到相同类型事件影响时计算代理所作的调整相同。在认股观察日或确定日的收盘价将是指计算代理在该认股观察日或确定日（适用时）指数股票交易时段结束时确定的参考金额所有组件的总价值，每个组件均根据所有相关事件进行顺序和累计调整。

计算代理可根据其自行决定权，必要时对“重组事件”中所述的调整进行修改，以确保公平结果。

如果在任何时候，参考金额由分配财产组成（由计算代理确定），则本说明中对“指数股票”的所有引用将被视为指该分配财产，本说明中对“指数股票份额”的所有引用将被视为指由计算代理确定的构成该分配财产的每种财产类型的可比单位。

最小调整。尽管有上述规定，除非此类调整会导致该指数股票收盘价至少变动0.1%，否则无需对“股票拆分”、“反向股票拆分”、“股票股息”、“其他股息和分配”和“可转让权利和认股权证”中所述的任何事件进行调整。任何调整后的指数股票收盘价将四舍五入至最接近的万分之一，五万分之五将向上取整——例如，0.12344将向下取整为0.1234，而0.12345将向上取整为0.1235。

分配财产：在与相关参考金额有关的任何重组事件中分配的现金、证券和/或其它财产，在分拆事件的情况下，包括该参考金额

除息日：对于指数股票的任何股息或其他分配，是指指数股票首次在不具有收取该股息或其他分配权利的情况下交易的日期

参考金额：对于指数股票而言，最初为该指数股票的一股，该金额和/或组成该金额的财产类型将由计算代理根据上述“反稀释调整”条款进行调整

交易日：指纽约市的金融机构根据法律、法规或行政命令通常被授权或有义务关闭的非节假日的每个星期一、星期二、星期三、星期四和星期五。如果在交易日当天，该日被计划为星期一、星期二、星期三、星期四或星期五，并且不是纽约市的金融机构通常被授权或有义务关闭的日期，则该日为计划交易日。

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计算代理：高盛公司及公司有限责任合伙（“GS&Co.”）

违约金额：如果发生违约事件且本票据的到期日被加速，公司在到期时将支付与本票据本金相关的违约金额，而不是之前所述的在约定到期日应支付的金额。在任何一天（除非在下文“违约报价期”最后一条所述的情况下），票据的违约金额将以美元表示，等于在该日由符合资格的金融机构（其种类和选择方式如下所述）明确承担公司与本票据相关的所有付款和其他义务的成本，或承担其他提供与本票据具有实质相当经济价值的义务的成本，仿佛未发生违约或加速到期。该成本等于：

•

合格金融机构为实现此承担或承诺所收取的最低金额，加上

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票据持有人为准备此承担或承诺所需的任何文件而产生的合理费用，包括合理的律师费。

在本票据的违约报价期内，该期间如下所述，票据持有人和/或公司可以要求合格金融机构提供其为实现此承担或承诺所收取金额的报价。如果任一方获得报价，必须以书面形式通知另一方该报价。上述第一点提到的金额将等于在违约报价期内获得的最低报价——或者，如果只有一个报价，则为该唯一报价——并且已发出通知。然而，对于任何报价，未获得该报价的一方可以在合理且重要的理由下，就合格金融机构提供的报价所涉及的承担或承诺提出异议，并且在违约报价期最后一天后的两个交易日内以书面形式通知另一方这些理由，在这种情况下，该报价将不计入违约金额的确定。

违约报价期：违约报价期是指从违约金额首次到期的当天开始，到该天之后的第三个交易日结束的期间，除非：

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未获得上述类型的报价，或者

•

在违约金额首次到期后的五天内获得的所有该类型报价均被提出异议。

如果发生上述两种情况中的任何一种，除非如上所述在第一个业务日后及时通知报价，否则默认报价期将持续到该第一个业务日后的第三个业务日。然而，如果在该第一个业务日后五个业务日内按照上述方式对报价提出异议，则默认报价期将按照前一句和本句所述继续。

无论如何，如果在确定日期之前默认报价期和随后的两个业务日异议期尚未结束，则默认金额将等于本票据的本金金额。

合格金融机构：为了在任何时间确定默认金额，合格金融机构必须是根据美国、欧洲或日本任何司法管辖区的法律设立的金融机构，该机构当时具有到期日为发行日起一年或以内的未偿债务义务，并且其证券或其本身当时被或其证券被授予以下评级：

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标准普尔评级服务公司或其继任者授予的A-1或更高评级，或该评级机构当时使用的任何其他可比评级，或

•

穆迪投资者服务公司或其继任者授予的P-1或更高评级，或该评级机构当时使用的任何其他可比评级。

税务性质：持有人代表其自身及任何拥有本票据受益权益的其他人，同意在没有法律变更、行政决定或司法裁决相反的情况下，将本票据在所有美国联邦所得税目的上视为针对指数股票的预付衍生合约。

逾期本金利率：有效联邦基金利率

免责：不适用

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加速到期时的默认金额

如果发生违约事件且您的票据到期被加速，则公司将在到期时支付您票据本金的默认金额，而不是如前所述的到期日应付金额。我们在上面的“条款和条件”中描述了默认金额。

为了确定我们F系列中期票据的持有者（包括您的票据）是否有权根据契约采取任何行动，我们将把您票据的未偿面值视为该票据的未偿本金金额。尽管所发行票据的条款与其他F系列中期票据的条款有所不同，但持有所有F系列中期票据本金金额中指定百分比的持有人，在某些情况下与我们其他系列的债务证券一起，可以采取影响所有F系列中期票据（包括您的票据）的行动，除非此类票据的条款规定，持有所有此类票据本金金额中指定百分比的持有人也必须同意此类行动。此类行动可能涉及更改适用于F系列中期票据的一些条款，或放弃我们在契约下的某些义务。此外，仅影响某些债务证券的契约和票据的某些变更，可以经由受影响债务证券本金金额的多数持有人批准。我们在附带的招股说明书中的“我们可能发行的债务证券描述——违约、补救措施和违约豁免”和“我们可能发行的债务证券描述——债务契约的修改和条款的豁免”部分对此进行了讨论。

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假设性示例

支付示例

以下示例仅用于说明目的。它们不应被视为对未来投资结果的指示或预测，仅旨在说明在行权观察日或确定日，指数股票的各种假设收盘价可能对相关行权支付日或约定到期日（视情况而定）应付现金金额产生的影响，假设所有其他变量保持不变。

以下示例基于完全假设的指数股票价格范围；没有人可以预测您的票据在整个期限内任何一天的指数股票收盘价，或任何行权观察日的指数股票收盘价，或较弱表现指数股票在确定日的最终指数股票价格。过去，指数股票波动性很高——这意味着指数股票价格在相对较短的时间内发生了重大变化——它们的业绩无法预测任何未来的时期。

以下示例中的信息反映了假设的收益率，假设您在原始发行日以面值购买这些票据，并持有至赎回支付日或规定的到期日（以适用者为准）。如果您在赎回支付日或规定的到期日之前在二级市场出售您的票据，您的收益将取决于出售时票据的市场价值，这可能受到以下一些因素的影响，而这些因素并未反映在下面的示例中，例如利率、指数股票的波动性、是否发生了触发事件、GS Finance Corp.（作为发行人）的信用状况以及The Goldman Sachs Group, Inc.（作为担保人）的信用状况。此外，您在交易日确定票据条款时的估计价值（根据GS&Co.使用的定价模型确定）低于票据的原始发行价格。有关票据估计价值的更多信息，请参见本招股说明书附录第S-20页的“与您的票据相关的特定额外风险因素——在交易日确定票据条款时的票据估计价值（根据GS&Co.使用的定价模型确定）低于票据的原始发行价格”。示例中的信息还反映了下方框中的关键条款和假设。

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关键条款和假设
面值	$1,000
触发缓冲价格	针对每只指数股票，为其初始指数股票价格的50%
赎回溢价金额	每个赎回支付日的适用赎回溢价金额在本招股说明书附录第S-5页上指定
到期日溢价金额	107.502%
这些票据不会自动赎回，除非以下情况另有说明在任何最初安排的赎回观察日或最初安排的确定日均未发生市场中断事件或非交易日对任何指数股票均未发生或影响其变化在原始发行日以面值购买并持有至赎回支付日或规定的到期日

因此，您的票据在整个期限内的指数股票实际表现，特别是每个赎回观察日和确定日的表现，以及在赎回支付日或到期时的应付金额（如有），可能与下面显示的假设示例或本招股说明书附录中其他地方显示的历史指数股票价格关系不大。有关近期期间的指数股票价格信息，请参见本招股说明书附录第S-31页的“指数股票——指数股票的历史收盘价”。在投资票据之前，您应查阅公开信息，以确定本招股说明书附录发布日期和您购买票据日期之间的指数股票价格。

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此外，下面显示的假设示例未考虑适用税款的影响。由于适用于您票据的美国税务处理，税务责任可能比指数股票的税后收益更显著地影响您票据的税后收益率。

赎回支付日的假设支付

下面的示例显示了在与每张面值为1,000美元的票据相关的每次呼叫支付日，如果我们所涉及的每只指数股票的收盘价在相应的呼叫观察日大于或等于其适用的呼叫水平，我们将支付的假设金额。虽然您的票据有四十八个可能的呼叫支付日，但下面的示例仅说明您在第一个和第二个呼叫支付日可能收到的金额。

如果您的票据在第一个呼叫观察日被自动呼叫（即，在第一个呼叫观察日，每只指数股票的收盘价大于或等于其适用的呼叫水平），那么在相应的呼叫支付日，我们将针对每张面值为1,000美元的票据支付现金金额，该金额为1,000美元加上适用的呼叫溢价金额乘以1,000美元的总和。例如，如果每只指数股票的收盘价被确定为初始指数股票价格的130%，您的票据将被自动呼叫，那么在相应的呼叫支付日，我们将支付的现金金额为您的票据面值的121.5004%，即每张面值为1,000美元的票据为1,215.004美元。

如果票据在第一个呼叫观察日未被自动呼叫，但在第二个呼叫观察日被自动呼叫（即，在第一个呼叫观察日，任何指数股票的收盘价低于其适用的呼叫水平，而在第二个呼叫观察日，每只指数股票的收盘价大于或等于其适用的呼叫水平），那么在相应的呼叫支付日，我们将针对每张面值为1,000美元的票据支付现金金额，该金额为1,000美元加上适用的呼叫溢价金额乘以1,000美元的总和。例如，如果每只指数股票的收盘价被确定为初始指数股票价格的140%，您的票据将被自动呼叫，那么在相应的呼叫支付日，我们将支付的现金金额为您的票据面值的123.2921%，即每张面值为1,000美元的票据为1,232.921美元。

到期时的假设支付

如果在任何呼叫观察日票据未被自动呼叫（即，在每个呼叫观察日，任何指数股票的收盘价低于其适用的呼叫水平），那么在规定的到期日，我们将针对每张面值为1,000美元的票据支付的现金结算金额将取决于确定日表现较差的指数股票的表现，如下表所示。下表假设票据未在呼叫观察日被自动呼叫，并反映了您可能在规定的到期日收到的假设现金结算金额。

The prices in the left column of the table below represent hypothetical final index stock prices of the lesser performing index stock and are expressed as percentages of the initial index stock price of the lesser performing index stock. The amounts in the middle column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final index stock price of the lesser performing index stock, assuming that a trigger event does not occur (i.e., the final index stock price of at least one index stock is greater than or equal to its initial index stock price), and are expressed as percentages of the face amount of a note (rounded to the nearest one-thousandth of a percent). The amounts in the right column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final index stock price of the lesser performing index stock, assuming that a trigger event occurs (i.e., the final index stock price of each index stock is less than its initial index stock price) and are expressed as percentages of the face amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding face amount of the offered notes on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical final index stock price of the lesser performing index stock and the assumptions noted above.

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The Notes Have Not Been Automatically Called


Hypothetical Final Index Stock Price of the Lesser Performing Index Stock (as Percentage of Initial Index Stock Price)	Hypothetical Cash Settlement Amount (as Percentage of Face Amount)
	Trigger Event Has Not Occurred	Trigger Event Has Occurred
250.000%	207.502%	N/A
200.000%	207.502%	N/A
175.000%	207.502%	N/A
125.000%	207.502%	N/A
100.000%	207.502%	N/A
90.000%	207.502%	207.502%
70.000%	207.502%	207.502%
50.000%	207.502%	207.502%
49.999%	100.000%	49.999%
40.000%	100.000%	40.000%
25.000%	100.000%	25.000%
0.000%	100.000%	0.000%

If, for example, the notes have not been automatically called on a call observation date, a trigger event has occurred and the final index stock price of the lesser performing index stock were determined to be 25.000% of its initial index stock price, the cash settlement amount that we would deliver on your notes at maturity would be 25.000% of the face amount of your notes, as shown in the table above. As a result, if you purchased your notes on the original issue date at the face amount and held them to the stated maturity date, you would lose 75.000% of your investment (if you purchased your notes at a premium to face amount you would lose a correspondingly higher percentage of your investment).

If, for example, a trigger event has not occurred and the final index stock price of the lesser performing index stock were determined to be 250.000% of its initial index stock price, the cash settlement amount that we would deliver on your notes at maturity would be limited to 207.502% of each $1,000 face amount of your notes, as shown in the table above. As a result, if you held your notes to the stated maturity date, the cash settlement amount would be capped, and you would not benefit from any increase in the final index stock price of the lesser performing index stock over 50.000% of its initial index stock price.

The amounts shown above are entirely hypothetical; they are based on market prices for the index stocks that may not be achieved on the determination date and on assumptions that may prove to be erroneous. The actual market value of your notes on the stated maturity date or at any other time, including any time you may wish to sell your notes, may bear little relation to the hypothetical amounts shown above, and these amounts should not be viewed as an indication of the financial return on an investment in the offered notes. The hypothetical amounts on notes held to the stated maturity date in the examples above assume you purchased your notes at their face amount and have not been adjusted to reflect the actual issue price you pay for your notes. The return on your investment (whether positive or negative) in your notes will be affected by the amount you pay for your notes. If you purchase your notes for a price other than the face amount, the return on your investment will differ from, and may be significantly lower than, the hypothetical returns suggested by the above examples. Please read “Additional Risk Factors Specific to Your Notes — The Market Value of Your Notes May Be Influenced By Many Unpredictable Factors” on page S-22.

Payments on the notes are economically equivalent to the amounts that would be paid on a combination of other instruments. For example, payments on the notes are economically equivalent to a combination of an interest-bearing bond bought by the holder and one or more options entered into between the holder and us (with one or more implicit option premiums paid over time). The discussion in this paragraph does not modify or affect the terms of the notes or the U.S. federal income tax treatment of the notes, as described elsewhere in this prospectus supplement.

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We cannot predict the actual closing prices of the index stocks on any day, the final index stock prices of the index stocks or what the market value of your notes will be on any particular trading day, nor can we predict the relationship between the closing prices of the index stocks and the market value of your notes at any time prior to the stated maturity date. The actual amount that you will receive on a call payment date or the stated maturity date, if any, and the rate of return on the offered notes will depend on whether or not the notes are automatically called, and the actual closing prices of the index stocks on the call observation dates and the actual final index stock prices determined by the calculation agent as described above. Moreover, the assumptions on which the hypothetical examples are based may turn out to be inaccurate. Consequently, the amount in cash to be paid in respect of your notes on a call payment date or the stated maturity date, as applicable, may be very different from the information reflected in the examples above.

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Anti-dilution Adjustment Examples

The calculation agent will adjust the closing price of an index stock on a call observation date or the determination date, as applicable, only if an event described under one of the six subsections beginning with “Stock splits” under “Terms and Conditions — Anti-dilution adjustments” occurs and only if the relevant event occurs during the period described under the applicable subsection. The adjustments described under “Terms and Conditions — Anti-dilution adjustments” do not cover all events that could affect the closing price of an index stock on a call observation date or the determination date, as applicable, such as an issuer tender or exchange offer for such index stock at a premium to its market price or a tender or exchange offer made by a third party for less than all outstanding shares of such index stock. We describe the risks relating to dilution under “Additional Risk Factors Specific to Your Notes — You Have Limited Anti-dilution Protection” below.

How Adjustments Will Be Made

In this prospectus supplement, we refer to anti-dilution adjustment of the closing price of an index stock on a call observation date or the determination date, as applicable. With respect to an index stock, if an event requiring anti-dilution adjustment occurs, the calculation agent will make the adjustment by taking the following steps:

Step One. The calculation agent will adjust the reference amount. This term refers to the amount of the index stock or other property that must be used to determine the closing price of the index stock on a call observation date or the determination date, as applicable. For example, if no adjustment described under “Terms and Conditions — Anti-dilution adjustments” is required at a time, the reference amount for that time will be one share of the index stock. In that case, the closing price of the index stock on a call observation date or the determination date, as applicable, will be the closing price of one share of the index stock on the applicable call observation date or the determination date. We describe how the closing price will be determined under “Terms and Conditions — Closing price” above.

If an adjustment described under “Terms and Conditions — Anti-dilution adjustments” is required because one of the dilution events described in the first five subsections beginning with “Stock splits” under “Terms and Conditions — Anti-dilution adjustments” — these involve stock splits, reverse stock splits, stock dividends, other dividends and distributions and issuances of transferable rights and warrants — occurs, then the adjusted reference amount at that time might instead be, for example, two shares of the index stock or a half share of the index stock, depending on the event. In that example, the closing price of the index stock on a call observation date or the determination date, as applicable, would be the price (determined as specified under “Terms and Conditions — Closing price” above) at the close of trading on the applicable call observation date or the determination date of two shares of the index stock or a half share of the index stock, as applicable.

If an adjustment described under “Terms and Conditions — Anti-dilution adjustments” is required at a time because one of the reorganization events described under “Terms and Conditions — Reorganization events” — these involve events in which cash, securities or other property is distributed in respect of the index stock — occurs, then the reference amount at that time will be adjusted to be as follows, assuming there has been no prior or subsequent anti-dilution adjustment: the amount of each type of the property distributed in the reorganization event in respect of one share of the index stock, plus one share of the index stock if the index stock remains outstanding. In that event, the closing price of the index stock on a call observation date or the determination date, as applicable, would be the value of the adjusted reference amount at the close of trading on such call observation date or the determination date.

The manner in which the calculation agent adjusts the reference amount in step one will depend on the type of dilution event requiring adjustment. These events and the nature of the required adjustments are described in the six subsections beginning with “Stock splits” under “Terms and Conditions — Anti-dilution adjustments”.

Step Two. Having adjusted the reference amount in step one, the calculation agent will determine the closing price of the index stock on a call observation date or the determination date, as applicable, in the following manner.

If the adjusted reference amount at the applicable time consists entirely of shares of the index stock, the index stock price will be the closing price (determined as described under “Terms and Conditions — Closing price” above) of the adjusted reference amount on the applicable date.

On the other hand, if the adjusted reference amount at the applicable time includes any property other than shares of the index stock, the closing price of the index stock on a call observation date or the determination date,

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as applicable, will be the value of the adjusted reference amount as determined by the calculation agent in the manner described under “— Adjustments for Reorganization Events” below at the applicable time.

Step Three. Having determined the closing price of the index stock on a call observation date or the determination date, as applicable, in step two, the calculation agent will use such price to determine the occurrence of a redemption event or to calculate the cash settlement amount.

If more than one event requiring adjustment as described under “Terms and Conditions — Anti-dilution adjustments” occurs, the calculation agent will first adjust the reference amount as described in step one above for each event, sequentially, in the order in which the events occur, and on a cumulative basis. Thus, having adjusted the reference amount for the first event, the calculation agent will repeat step one for the second event, applying the required adjustment to the reference amount as already adjusted for the first event, and so on for each event. Having adjusted the reference amount for all events, the calculation agent will then take the remaining applicable steps in the process described above, determining the closing price of the index stock on a call observation date or the determination date, as applicable, using the reference amount as sequentially and cumulatively adjusted for all the relevant events. The calculation agent will make all required determinations and adjustments no later than the applicable call observation date or the determination date, as applicable.

The calculation agent will adjust the reference amount for each reorganization event described under “Terms and Conditions — Reorganization events” above. For any other dilution event described above, however, the calculation agent will not be required to adjust the reference amount unless the adjustment would result in a change of at least 0.1% in the index stock price that would apply without the adjustment. The closing price of the index stock on a call observation date or the determination date, as applicable, resulting from any adjustment will be rounded up or down, as appropriate, to the nearest ten-thousandth, with five hundred-thousandths being rounded upward — e.g., 0.12344 will be rounded down to 0.1234 and 0.12345 will be rounded up to 0.1235.

If an event requiring anti-dilution adjustment occurs, the calculation agent will make the adjustment with a view to offsetting, to the extent practical, any change in the economic position of the holder, GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor, relative to your notes, that results solely from that event. The calculation agent may, in its sole discretion, modify the anti-dilution adjustments as necessary to ensure an equitable result.

The calculation agent will make all determinations with respect to anti-dilution adjustments, including any determination as to whether an event requiring adjustment has occurred, as to the nature of the adjustment required and how it will be made or as to the value of any property distributed in a reorganization event, and will do so in its sole discretion. In the absence of manifest error, those determinations will be conclusive for all purposes and will be binding on you and us, without any liability on the part of the calculation agent. The calculation agent will provide information about the adjustments it makes upon written request by the holder.

In this prospectus supplement, when we say that the calculation agent will adjust the reference amount for one or more dilution events, we mean that the calculation agent will take all the applicable steps described above with respect to those events.

The six subsections beginning with “Stock splits” under “Terms and Conditions — Anti-dilution adjustments” describe the dilution events for which the reference amount is to be adjusted. Each subsection describes the manner in which the calculation agent will adjust the reference amount — the first step in the adjustment process described above — for the relevant event.

Adjustments for Reorganization Events

If a reorganization event occurs, then the calculation agent will adjust the reference amount so that it consists of the amount of each type of distribution property described under “Terms and Conditions — Reorganization events” above distributed in respect of one share of an index stock — or in respect of whatever the prior reference amount may be — in the reorganization event, taken together. For purposes of the three-step adjustment process described under “— How Adjustments Will Be Made” above, the distribution property so distributed will be the adjusted reference amount described in step one, the value of that property at the close of trading hours for an index stock on the applicable date will be the index stock price described in step two, and the calculation agent will determine the occurrence of a redemption event or will calculate the cash settlement amount as described in step three. As described under “— How Adjustments Will Be Made” above, the calculation agent may, in its sole discretion, modify the adjustments described in this paragraph as necessary to ensure an equitable result.

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The calculation agent will determine the value of each type of distribution property in its sole discretion. For any distribution property consisting of a security, the calculation agent will use the closing price (calculated according to the same methodology as specified in this prospectus supplement, without any anti-dilution adjustments) of one share of such security on the applicable date. The calculation agent may value other types of property in any manner it determines, in its sole discretion, to be appropriate. If a holder of an index stock may elect to receive different types or combinations of types of distribution property in the reorganization event, the distribution property will consist of the types and amounts of each type distributed to a holder that makes no election, as determined by the calculation agent in its sole discretion. As described under “— How Adjustments Will Be Made” above, the calculation agent may, in its sole discretion, modify the adjustments described in this paragraph as necessary to ensure an equitable result.

If a reorganization event occurs and the calculation agent adjusts the reference amount to consist of the distribution property distributed in the reorganization event, as described above, the calculation agent will make any further anti-dilution adjustments for later events that affect the distribution property, or any component of the distribution property, comprising the new reference amount. The calculation agent will do so to the same extent that it would make adjustments if an index stock were outstanding and were affected by the same kinds of events. If a subsequent reorganization event affects only a particular component of the reference amount, the required adjustment will be made with respect to that component, as if it alone were the reference amount.

For example, if an index stock issuer merges into another company and each share of such index stock is converted into the right to receive two common shares of the surviving company and a specified amount of cash, the reference amount will be adjusted to consist of two common shares of the surviving company and the specified amount of cash for each share of index stock (adjusted proportionately for any partial share) comprising the reference amount before the adjustment. The calculation agent will adjust the common share component of the adjusted reference amount to reflect any later stock split or other event, including any later reorganization event, that affects the common shares of the surviving company, to the extent described in this subsection entitled “— Anti-dilution Adjustment Examples” as if the common shares of the surviving company were such index stock. In that event, the cash component will not be adjusted but will continue to be a component of the reference amount. Consequently, each component included in the reference amount will be adjusted on a sequential and cumulative basis for all relevant events requiring adjustment up to the relevant date.

The calculation agent will not make any adjustment for a reorganization event, however, unless the event becomes effective (or, if the event is a spin-off, unless the ex-dividend date for the spin-off occurs) after the trade date and on or before the applicable call observation date or the determination date, as applicable.

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Additional Risk Factors Specific to Your Notes

An investment in your notes is subject to the risks described below, as well as the risks and considerations described in the accompanying prospectus and in the accompanying prospectus supplement. You should carefully review these risks and considerations as well as the terms of the notes described herein and in the accompanying prospectus and the accompanying prospectus supplement. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the index stocks. You should carefully consider whether the offered notes are appropriate given your particular circumstances.

Risks Related to Structure, Valuation and Secondary Market Sales

The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes

The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set on the trade date, as determined by reference to GS&Co.’s pricing models and taking into account our credit spreads. Such estimated value on the trade date is set forth above under “Estimated Value of Your Notes”; after the trade date, the estimated value as determined by reference to these models will be affected by changes in market conditions, the creditworthiness of GS Finance Corp., as issuer, the creditworthiness of The Goldman Sachs Group, Inc., as guarantor, and other relevant factors. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your notes as determined by reference to these models. As agreed by GS&Co. and the distribution participants, this excess (i.e., the additional amount described under “Estimated Value of Your Notes”) will decline to zero on a straight line basis over the period from the date hereof through the applicable date set forth above under “Estimated Value of Your Notes”. Thereafter, if GS&Co. buys or sells your notes it will do so at prices that reflect the estimated value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your notes at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes.

In estimating the value of your notes as of the time the terms of your notes are set on the trade date, as disclosed above under “Estimated Value of Your Notes”, GS&Co.’s pricing models consider certain variables, including principally our credit spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others. See “— The Market Value of Your Notes May Be Influenced By Many Unpredictable Factors” below.

The difference between the estimated value of your notes as of the time the terms of your notes are set on the trade date and the original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe under your notes.

In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc. These changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the estimated value determined by reference to GS&Co.’s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount described above).

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Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a secondary market sale.

There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard, GS&Co. is not obligated to make a market in the notes. See “— Your Notes May Not Have an Active Trading Market” below.

The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor

Although the return on the notes will be based on the performance of each index stock, the payment of any amount due on the notes is subject to the credit risk of GS Finance Corp., as issuer of the notes, and the credit risk of The Goldman Sachs Group, Inc., as guarantor of the notes. The notes are our unsecured obligations. Investors are dependent on our ability to pay all amounts due on the notes, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Similarly, investors are dependent on the ability of The Goldman Sachs Group, Inc., as guarantor of the notes, to pay all amounts due on the notes, and therefore are also subject to its credit risk and to changes in the market’s view of its creditworthiness. See “Description of the Notes We May Offer — Information About Our Medium-Term Notes, Series F Program — How the Notes Rank Against Other Debt” on page S-5 of the accompanying prospectus supplement and “Description of Debt Securities We May Offer — Guarantee by The Goldman Sachs Group, Inc.” on page 65 of the accompanying prospectus.

You May Lose Your Entire Investment in the Notes

You can lose your entire investment in the notes. Assuming your notes are not automatically called, the cash settlement amount on your notes, if any, on the stated maturity date will be based on the performance of the lesser performing of the index stocks as measured from their initial index stock prices to their closing prices on the determination date. If a trigger event has occurred (i.e., the final index stock price of each index stock is less than its initial index stock price) and the final index stock price of any index stock is less than its trigger buffer price, you will have a loss for each $1,000 of the face amount of your notes equal to the product of (i) $1,000 times (ii) the lesser performing index stock return. Thus, you may lose your entire investment in the notes, which would include any premium to face amount you paid when you purchased the notes.

Also, the market price of your notes prior to a call payment date or the stated maturity date, as the case may be, may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the stated maturity date, you may receive far less than the amount of your investment in the notes.

The Return on Your Notes May Change Significantly Despite Only a Small Change in the Price of the Lesser Performing Index Stock

If your notes are not automatically called, a trigger event occurs and the final index stock price of the lesser performing index stock is less than its trigger buffer price, you will receive less than the face amount of your notes and you could lose all or a substantial portion of your investment in the notes. This means that, if a trigger event occurs, while a decrease in the final index stock price of the lesser performing index stock to its trigger buffer price will not result in a loss of principal on the notes, a decrease in the final index stock price of the lesser performing index stock to less than its trigger buffer price will result in a loss of a significant portion of the face amount of the notes despite only a small change in the price of the lesser performing index stock.

The Amount You Will Receive on a Call Payment Date or on the Stated Maturity Date, as the Case May Be, Will Be Capped

Regardless of the closing prices of the index stocks on a call observation date, the amount in cash that you may receive on the call payment date is capped. Even if the closing price of each index stock on a call observation date exceeds its applicable call level, causing the notes to be automatically called on such day, you will not benefit from the increases in the closing prices of the index stocks above their applicable call level on the call observation date. If your notes are automatically called on a call observation date, the payment you will receive for each $1,000 face amount of your notes will depend on the applicable call premium amount. In addition, the cash settlement amount you may receive on the stated maturity date is capped due to the maturity date premium amount.

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Your Notes Are Subject to Automatic Redemption

We will automatically call and redeem all, but not part, of your notes on a call payment date if, as measured on any call observation date, the closing price of each index stock is greater than or equal to its applicable call level. Therefore, the term for your notes may be reduced. You may not be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are automatically called prior to maturity. For the avoidance of doubt, if your notes are automatically called, no discounts, commissions or fees described herein will be rebated or reduced.

The Amount In Cash That You Will Receive on a Call Payment Date or on the Stated Maturity Date is Not Linked to the Closing Prices of the Index Stocks at Any Time Other Than on the Applicable Call Observation Date or on the Determination Date, as the Case May Be

The amount you will receive on a call payment date, if any, will be paid only if the closing price of each index stock on the applicable call observation date is equal to or greater than its applicable call level. Therefore, the closing prices of the index stocks on dates other than the call observation dates will have no effect on any amount paid in respect of your notes on the call payment date. In addition, the cash settlement amount you will receive on the stated maturity date, if any, will be based on the closing prices of the index stocks on the determination date (which is subject to postponement in case of market disruption events or non-trading days), and therefore not the simple performance of the index stocks over the life of your notes. Therefore, if the closing price of an index stock dropped precipitously on the determination date, the cash settlement amount for your notes may be significantly less than it would have been had the cash settlement amount been linked to the closing prices of the index stocks prior to such drop.

If a Trigger Event Occurs, the Cash Settlement Amount Will Be Based Solely on the Lesser Performing Index Stock

If the notes are not automatically called and a trigger event occurs, the cash settlement amount will be based on the lesser performing index stock without regard to the performance of the other index stocks. As a result, you could lose all or some of your initial investment if the lesser performing index stock return is negative.

The Market Value of Your Notes May Be Influenced By Many Unpredictable Factors

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell them in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence the market value of your notes, including:

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the market prices of the index stocks to which your notes are linked;

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the volatility – i.e., the frequency and magnitude of changes – in the market prices of the index stocks;

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the dividend rates of the index stocks;

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economic, financial, regulatory, political, military, public health and other events that affect stock markets generally and the market segments of which the index stocks are a part, and which may affect the market prices of the index stocks;

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interest rates and yield rates in the market;

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the time remaining until your notes mature; and

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our creditworthiness and the creditworthiness of The Goldman Sachs Group, Inc., whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or the credit ratings of The Goldman Sachs Group, Inc. or changes in other credit measures.

Without limiting the foregoing, the market value of your notes may be negatively impacted by increasing interest rates. Such adverse impact of increasing interest rates could be significantly enhanced in notes with longer-dated maturities, the market values of which are generally more sensitive to increasing interest rates.

These factors, and many other factors, will influence the price you will receive if you sell your notes before maturity, including the price you may receive for your notes in any market making transaction. If you sell your notes before maturity, you may receive less than the face amount of your notes.

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You cannot predict the future performance of the index stocks based on their historical performance. The actual performance of the index stocks over the life of the offered notes and the amount payable on the applicable call payment date or on the stated maturity date, as applicable, may bear little or no relation to the historical closing prices of the index stocks or to the hypothetical examples shown elsewhere in this prospectus supplement.

Your Notes May Not Have an Active Trading Market

Your notes will not be listed or displayed on any securities exchange or included in any interdealer market quotation system, and there may be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference between bid and asked prices for your notes in any secondary market could be substantial.

If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected

The amount in cash that you will be paid for your notes on the stated maturity date, if any, or the amount you will be paid on a call payment date will not be adjusted based on the issue price you pay for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your investment in such notes held to a call payment date or the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at face amount. If you purchase your notes at a premium to face amount and hold them to a call payment date or the stated maturity date, the return on your investment in the notes will be lower than it would have been had you purchased the notes at face amount or a discount to face amount.

If the Market Prices of the Index Stocks Change, the Market Value of Your Notes May Not Change in the Same Manner

The price of your notes may move differently than the performance of the index stocks. Changes in the market prices of the index stocks may not result in a comparable change in the market value of your notes. Even if the closing price of each index stock is greater than or equal to its trigger buffer price during some portion of the life of the notes, the market value of your notes may not reflect this. We discuss some of the reasons for this disparity under “— The Market Value of Your Notes May Be Influenced By Many Unpredictable Factors” above.

We Will Not Hold Shares of the Index Stocks for Your Benefit

The indenture governing your note does not contain any restriction on our ability or the ability of any of our affiliates to sell, pledge or otherwise convey a share or shares of the index stocks acquired by us or them. Neither we nor our affiliates will pledge or otherwise hold shares of the index stocks for your benefit in order to enable you to exchange your note for shares under any circumstances. Consequently, in the event of our bankruptcy, insolvency or liquidation, any shares of the index stocks owned by us will be subject to the claims of our creditors generally and will not be available for your benefit specifically.

You Have No Shareholder Rights or Rights to Receive Any Index Stock

Investing in your notes will not make you a holder of any index stocks. Neither you nor any other holder or owner of your notes will have any rights with respect to the index stocks, including any voting rights, any rights to receive dividends or other distributions, any rights to make a claim against the index stocks, or any other rights of a holder of any shares of the index stocks. Your notes will be paid in cash and you will have no right to receive delivery of any shares of the index stocks.

In Some Circumstances, the Payment You Receive On the Notes May Be Based On the Securities of Another Company and Not the Issuer of an Index Stock

Following certain corporate events relating to an index stock where its issuer is not the surviving entity, the amount you receive at maturity may be based on the securities of a successor to such index stock issuer or any cash or any other assets distributed to holders of shares of such index stock in such corporate event. The occurrence of these corporate events and the consequent adjustments may materially and adversely affect the value of the notes. We describe the specific corporate events that can lead to these adjustments and the procedures for selecting distribution property (as described above) under “Terms and Conditions — Anti-dilution adjustments”.

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Past Index Stock Performance is No Guide to Future Performance

The actual performance of the index stocks over the life of the notes, as well as the amount payable at maturity or on any call payment date, as applicable, if any, may bear little relation to the historical closing prices of the index stocks or to the hypothetical examples set forth elsewhere in this prospectus supplement. We cannot predict the future performance of the index stocks.

As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Notes

As calculation agent for your notes, GS&Co. will have discretion in making certain determinations that affect your notes, including determining: the closing prices of the index stocks on any call observation date; whether your notes will be automatically called; the final index stock price of the lesser performing index stock on the determination date, which we will use to determine the amount we must pay on the stated maturity date; whether to postpone a call observation date or the determination date because of a market disruption event or a non-trading day; whether a trigger event has occurred; when and how to make anti-dilution adjustments to the index stock prices; and the call observation dates and the call payment dates; the call observation dates and the call payment dates; and the stated maturity date. See “Terms and Conditions — Anti-dilution adjustments” above. The exercise of this discretion by GS&Co. could adversely affect the value of your notes and may present GS&Co. with a conflict of interest. We may change the calculation agent at any time without notice and GS&Co. may resign as calculation agent at any time upon 60 days' written notice to us.

The Calculation Agent Can Postpone a Call Observation Date or the Determination Date, as the Case May Be, If a Market Disruption Event or a Non-Trading Day Occurs or is Continuing

If the calculation agent determines that, on a date that would otherwise be a call observation date or the determination date, a market disruption event has occurred or is continuing with respect to any index stock or that day is not a trading day with respect to any index stock, such call observation date or the determination date will be postponed as provided under “Terms and Conditions — Call observation dates” and “Terms and Conditions — Determination Date”, as applicable. In no case, however, will the call observation date or the determination date be postponed to a date later than the corresponding originally scheduled call payment date or the originally scheduled stated maturity date, as applicable, or if the corresponding originally scheduled call payment date or the originally scheduled stated maturity date is not a business day, later than the first business day after the corresponding originally scheduled call payment date or the originally scheduled stated maturity date. Moreover, if a call observation date or the determination date, as applicable, is postponed to the last possible day, but the market disruption event has not ceased by that day or that day is not a trading day, that day will nevertheless be the call observation date or the determination date, as applicable, for the corresponding call payment date or the stated maturity date. In such a case, the calculation agent will determine the applicable closing prices of the index stocks or final index stock prices for such call observation date or the determination date based on the procedures described under “Terms and Conditions — Consequences of a market disruption event or a non-trading day” above.

There Is No Affiliation Between the Index Stock Issuers and Us

Goldman Sachs is not affiliated with the index stock issuers. As discussed above, however, we or our affiliates may currently or from time to time in the future engage in business with the index stock issuers. Neither we nor any of our affiliates have participated in the preparation of any publicly available information or made any “due diligence” investigation or inquiry with respect to the index stock issuers. You, as an investor in your note, should make your own investigation into the index stock issuers.

The index stock issuers are not involved in this offering of your notes in any way and do not have any obligation of any sort with respect to your notes. Thus, the index stock issuers do not have any obligation to take your interests into consideration for any reason, including in taking or not taking any corporate actions that might affect the value of your notes.

You Have Limited Anti-Dilution Protection

GS&Co., as calculation agent for your note, will adjust the index stock prices for stock splits, reverse stock splits, stock dividends, extraordinary dividends, issuances of transferable rights and warrants, reorganization events, and other events that affect the index stock issuers’, or any distribution property issuers’, capital structure, but only in the situations we describe in “Terms and Conditions — Anti-dilution adjustments” above. The calculation

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agent will not be required to make an adjustment for every corporate event that may affect an index stock. For example, the calculation agent will not adjust the index stock prices for events such as an offering of the index stocks for cash by the index stock issuers, a tender or exchange offer for the index stocks at a premium to their then-current market prices by the index stock issuers or a tender or exchange offer for less than all the outstanding shares of the index stocks by a third party. In addition, the calculation agent will not adjust the reference amount for regular cash dividends. Furthermore, the calculation agent will determine in its sole discretion whether to make adjustments with respect to corporate or other events as described under “Terms and Conditions — Anti-dilution adjustments — Reorganization events” above. Those events or other actions by the index stock issuers or a third party may nevertheless adversely affect the market price of one share of the index stocks and, therefore, adversely affect the market value of your notes. The index stock issuers or a third party could make an offering or a tender or exchange offer, or the index stock issuers could take any other action, that adversely affects the market prices of the index stocks and the market value of your note but does not result in an anti-dilution adjustment for your benefit.

We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price

At our sole option, we may decide to sell an additional aggregate face amount of the notes subsequent to the date of this prospectus supplement. The issue price of the notes in the subsequent sale may differ substantially (higher or lower) from the issue price you paid as provided on the cover of this prospectus supplement.

Your Notes Do Not Bear Interest

You will not receive any interest payments on your notes. As a result, even if the amount payable for your notes on a call payment date or the stated maturity date, as applicable, exceeds the face amount of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.

Risks Related to Conflicts of Interest

Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes

Goldman Sachs has hedged or expects to hedge our obligations under the notes by purchasing shares of the index stocks and listed or over-the-counter options, futures and/or other instruments linked to the index stocks. Goldman Sachs also expects to adjust the hedge by, among other things, purchasing or selling any of the foregoing, and perhaps other instruments linked to the index stocks, at any time and from time to time, and to unwind the hedge by selling any of the foregoing on or before the determination date for your notes. Alternatively, Goldman Sachs may hedge all or part of our obligations under the notes with unaffiliated distributors of the notes which we expect will undertake similar market activity. Goldman Sachs may also enter into, adjust and unwind hedging transactions relating to other notes whose returns are linked to changes in the prices of the index stocks.

In addition to entering into such transactions itself, or distributors entering into such transactions, Goldman Sachs may structure such transactions for its clients or counterparties, or otherwise advise or assist clients or counterparties in entering into such transactions. These activities may be undertaken to achieve a variety of objectives, including: permitting other purchasers of the notes or other securities to hedge their investment in whole or in part; facilitating transactions for other clients or counterparties that may have business objectives or investment strategies that are inconsistent with or contrary to those of investors in the notes; hedging the exposure of Goldman Sachs to the notes including any interest in the notes that it reacquires or retains as part of the offering process, through its market-making activities or otherwise; enabling Goldman Sachs to comply with its internal risk limits or otherwise manage firmwide, business unit or product risk; and/or enabling Goldman Sachs to take directional views as to relevant markets on behalf of itself or its clients or counterparties that are inconsistent with or contrary to the views and objectives of the investors in the notes.

Any of these hedging or other activities may adversely affect the prices of the index stocks — directly or indirectly— and therefore the market value of your notes and the amount we will pay on your notes, if any. In addition, you should expect that these transactions will cause Goldman Sachs or its clients, counterparties or distributors to have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the notes. Neither Goldman Sachs nor any distributor will have any obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on

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an investor in the notes, and may receive substantial returns on hedging or other activities while the value of your notes declines. In addition, if the distributor from which you purchase notes is to conduct hedging activities in connection with the notes, that distributor may otherwise profit in connection with such hedging activities and such profit, if any, will be in addition to the compensation that the distributor receives for the sale of the notes to you. You should be aware that the potential to earn fees in connection with hedging activities may create a further incentive for the distributor to sell the notes to you in addition to the compensation they would receive for the sale of the notes.

Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients, Could Negatively Impact Investors in the Notes

Goldman Sachs is a global financial institution that delivers a broad range of financial services to a large and diversified client base that includes corporations, financial institutions, governments and individuals. As such, it acts as an investor, investment banker, research provider, investment manager, investment advisor, market maker, trader, prime broker and lender. In those and other capacities, Goldman Sachs purchases, sells or holds a broad array of investments, actively trades securities, derivatives, loans, commodities, currencies, credit default swaps, indices, baskets and other financial instruments and products for its own account or for the accounts of its customers, and will have other direct or indirect interests, in the global fixed income, currency, commodity, equity, bank loan and other markets. Any of Goldman Sachs’ financial market activities may, individually or in the aggregate, have an adverse effect on the market for your notes, and you should expect that the interests of Goldman Sachs or its clients or counterparties will at times be adverse to those of investors in the notes.

Goldman Sachs regularly offers a wide array of securities, financial instruments and other products into the marketplace, including existing or new products that are similar to your notes, or similar or linked to the index stocks. Investors in the notes should expect that Goldman Sachs will offer securities, financial instruments, and other products that will compete with the notes for liquidity, research coverage or otherwise.

Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes

Goldman Sachs actively makes markets in and trades financial instruments for its own account and for the accounts of customers. These financial instruments include debt and equity securities, currencies, commodities, bank loans, indices, baskets and other products. Goldman Sachs’ activities include, among other things, executing large block trades and taking long and short positions directly and indirectly, through derivative instruments or otherwise. The securities and instruments in which Goldman Sachs takes positions, or expects to take positions, include securities and instruments of an index stock issuer, securities and instruments similar to or linked to the foregoing or the currencies in which they are denominated. Market making is an activity where Goldman Sachs buys and sells on behalf of customers, or for its own account, to satisfy the expected demand of customers. By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments. As a result, you should expect that Goldman Sachs will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the notes.

If Goldman Sachs becomes a holder of the index stocks in its capacity as a market-maker or otherwise, any actions that it takes in its capacity as securityholder, including voting or provision of consents, will not necessarily be aligned with, and may be inconsistent with, the interests of investors in the notes.

You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes

Goldman Sachs and its personnel, including its sales and trading, investment research and investment management personnel, regularly make investment recommendations, provide market color or trading ideas, or publish or express independent views in respect of a wide range of markets, issuers, securities and instruments. They regularly implement, or recommend to clients that they implement, various investment strategies relating to these markets, issuers, securities and instruments. These strategies include, for example, buying or selling credit protection against a default or other event involving an issuer or financial instrument. Any of these recommendations and views may be negative with respect to the index stocks or other securities or instruments similar to or linked to the foregoing or result in trading strategies that have a negative impact on the market for any such securities or instruments, particularly in illiquid markets. In addition, you should expect that personnel in

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the trading and investing businesses of Goldman Sachs will have or develop independent views of the index stocks, the relevant industry or other market trends, which may not be aligned with the views and objectives of investors in the notes.

Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Issuers of the Index Stocks or Other Entities That Are Involved in the Transaction

Goldman Sachs regularly provides financial advisory, investment advisory and transactional services to a substantial and diversified client base, and you should assume that Goldman Sachs will, at present or in the future, provide such services or otherwise engage in transactions with, among others, the issuers of the index stocks, or transact in securities or instruments or with parties that are directly or indirectly related to the foregoing. These services could include making loans to or equity investments in those companies, providing financial advisory or other investment banking services, or issuing research reports. You should expect that Goldman Sachs, in providing such services, engaging in such transactions, or acting for its own account, may take actions that have direct or indirect effects on the index stocks and that such actions could be adverse to the interests of investors in the notes. In addition, in connection with these activities, certain Goldman Sachs personnel may have access to confidential material non-public information about these parties that would not be disclosed to Goldman Sachs employees that were not working on such transactions as Goldman Sachs has established internal information barriers that are designed to preserve the confidentiality of non-public information. Therefore, any such confidential material non-public information would not be shared with Goldman Sachs employees involved in structuring, selling or making markets in the notes or with investors in the notes.

In this offering, as well as in all other circumstances in which Goldman Sachs receives any fees or other compensation in any form relating to services provided to or transactions with any other party, no accounting, offset or payment in respect of the notes will be required or made; Goldman Sachs will be entitled to retain all such fees and other amounts, and no fees or other compensation payable by any party or indirectly by holders of the notes will be reduced by reason of receipt by Goldman Sachs of any such other fees or other amounts.

The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties

A completed offering may reduce Goldman Sachs’ existing exposure to the index stocks, securities and instruments similar to or linked to the foregoing or the currencies in which they are denominated, including exposure gained through hedging transactions in anticipation of this offering. An offering of notes will effectively transfer a portion of Goldman Sachs’ exposure (and indirectly transfer the exposure of Goldman Sachs’ hedging or other counterparties) to investors in the notes.

The terms of the offering (including the selection of the index stocks, and the establishment of other transaction terms) may have been selected in order to serve the investment or other objectives of Goldman Sachs or another client or counterparty of Goldman Sachs. In such a case, Goldman Sachs would typically receive the input of other parties that are involved in or otherwise have an interest in the offering, transactions hedged by the offering, or related transactions. The incentives of these other parties would normally differ from and in many cases be contrary to those of investors in the notes.

Other Investors in the Notes May Not Have the Same Interests as You

Other investors in the notes are not required to take into account the interests of any other investor in exercising remedies or voting or other rights in their capacity as securityholders or in making requests or recommendations to Goldman Sachs as to the establishment of other transaction terms. The interests of other investors may, in some circumstances, be adverse to your interests. For example, certain investors may take short positions (directly or indirectly through derivative transactions) on assets that are the same or similar to your notes, index stocks or other similar securities, which may adversely impact the market for or value of your notes.

Additional Risks Related to the Class A Common Stock of Hims & Hers Health, Inc.

The Class A Common Stock of Hims & Hers Health, Inc. Has a Very Limited Trading History

Your notes are linked, in part, to the Class A common stock of Hims & Hers Health, Inc. that has only recently commenced public trading and, therefore, has very limited historical performance. Because the Class A common stock of Hims & Hers Health, Inc. has no historical closing price prior to the completion of its initial public offering,

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limited historical information will be available for you to consider in making an independent investigation of its performance, which may make it difficult for you to make an informed decision with respect to the notes. Further, because the Class A common stock of Hims & Hers Health, Inc. has a very limited trading history, your investment in the notes may involve greater risks than an investment in notes linked to the securities of companies with a more established record of performance. For additional information about the Class A common stock of Hims & Hers Health, Inc., see “The Index Stocks”. No future performance of the Class A common stock of Hims & Hers Health, Inc. can be predicted based on the historical performance information described herein.

Risks Related to Tax

Certain Considerations for Insurance Companies and Employee Benefit Plans

Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transaction rules of the Employee Retirement Income Security Act of 1974, as amended, which we call “ERISA”, or the Internal Revenue Code of 1986, as amended, including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the offered notes with the assets of the insurance company or the assets of such a plan, should consult with its counsel regarding whether the purchase or holding of the offered notes could become a “prohibited transaction” under ERISA, the Internal Revenue Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the offered notes. This is discussed in more detail under “Employee Retirement Income Security Act” below.

The Tax Consequences of an Investment in Your Notes Are Uncertain

The tax consequences of an investment in your notes are uncertain, both as to the timing and character of any inclusion in income in respect of your notes.

The Internal Revenue Service announced on December 7, 2007 that it is considering issuing guidance regarding the tax treatment of an instrument such as your notes, and any such guidance could adversely affect the value and the tax treatment of your notes. Among other things, the Internal Revenue Service may decide to require the holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity, and could subject non-U.S. investors to withholding tax. Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your notes after the bill was enacted to accrue interest income over the term of such instruments even though there will be no interest payments over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your notes. We describe these developments in more detail under “Supplemental Discussion of U.S. Federal Income Tax Consequences – United States Holders – Possible Change in Law” below. You should consult your tax advisor about this matter. Except to the extent otherwise provided by law, GS Finance Corp. intends to continue treating the notes for U.S. federal income tax purposes in accordance with the treatment described under “Supplemental Discussion of U.S. Federal Income Tax Consequences” below unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your notes in your particular circumstances.

Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities

Please see the discussion under “United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your notes.

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Use of Proceeds

We will lend the net proceeds from the sale of the offered notes to The Goldman Sachs Group, Inc. or its affiliates. The Goldman Sachs Group, Inc. will use the proceeds from such loans for the purposes we describe in the accompanying prospectus under “Use of Proceeds”. We or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the offered notes as described below.

Hedging

In anticipation of the sale of the offered notes, we and/or our affiliates have entered into or expect to enter into hedging transactions involving purchases of the index stocks and listed or over-the-counter options, futures or other instruments linked to the index stocks on or before the trade date. In addition, from time to time, we and/or our affiliates expect to enter into additional hedging transactions and to unwind those we have entered into, in connection with the offered notes and perhaps in connection with other notes we issue, some of which may have returns linked to index stocks. Consequently, with regard to your notes, from time to time, we and/or our affiliates:

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expect to acquire, or dispose of positions in listed or over-the-counter options, futures or other instruments linked to the index stocks,

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may take or dispose of positions in the securities of the index stock issuer itself,

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may take or dispose of positions in listed or over-the-counter options or other instruments based on indices designed to track the performance of the New York Stock Exchange or other components of the U.S. equity market, and/ or

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may take short positions in the index stock or other securities of the kind described above — i.e., we and/or our affiliates may sell securities of the kind that we do not own or that we borrow for delivery to purchaser.

We and/or our affiliates may also acquire a long or short position in securities similar to your notes from time to time and may, in our or their sole discretion, hold or resell those securities.

In the future, we and/or our affiliates expect to close out hedge positions relating to the offered notes and perhaps relating to other notes with returns linked to the index stocks. We expect these steps to involve sales of instruments linked to the index stocks on or shortly before the determination date. These steps may also involve sales and/or purchases of the index stocks, or listed or over-the-counter options, futures or other instruments linked to the index stock or indices designed to track the performance of the New York Stock Exchange or other components of the U.S. equity market.

The hedging activity discussed above may adversely affect the market value of your notes from time to time and the amount we will pay on your notes at maturity. See “Additional Risk Factors Specific to Your Notes” above for a discussion of these adverse effects.

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The Index StockS

Where Information About the Index Stock Issuers Can Be Obtained

The index stocks are registered under the Securities Exchange Act of 1934. Companies with securities registered under the Exchange Act are required to file financial and other information specified by the U.S. Securities and Exchange Commission (“SEC”) periodically. Information filed by the index stock issuers with the SEC electronically can be reviewed through a web site maintained by the SEC. The address of the SEC’s web site is sec.gov.

Information about the index stock issuers may also be obtained from other sources such as press releases, newspaper articles and other publicly available documents.

We do not make any representation or warranty as to the accuracy or completeness of any materials referred to above, including any filings made by the index stock issuers with the SEC.

We Obtained the Information About the Index Stock Issuers From The Index Stock Issuers’ Public Filings

This prospectus supplement relates only to your note and does not relate to the index stocks or other securities of the index stock issuers. We have derived all information about the index stock issuers in this prospectus supplement from the publicly available information referred to in the preceding subsection. We have not participated in the preparation of any of those documents or made any “due diligence” investigation or inquiry with respect to the index stock issuers in connection with the offering of your note. Furthermore, we do not know whether all events occurring before the date of this prospectus supplement — including events that would affect the accuracy or completeness of the publicly available documents referred to above and the trading price of shares of the index stocks — have been publicly disclosed. Subsequent disclosure of any events of this kind or the disclosure of or failure to disclose material future events concerning the index stock issuers could affect the value you will receive at maturity and, therefore, the market value of your note.

Neither we nor any of our affiliates make any representation to you as to the performance of the index stocks.

We or any of our affiliates may currently or from time to time engage in business with the index stock issuers, including making loans to or equity investments in the index stock issuers or providing advisory services to the index stock issuers, including merger and acquisition advisory services. In the course of that business, we or any of our affiliates may acquire non-public information about the index stock issuers and, in addition, one or more of our affiliates may publish research reports about the index stock issuers. As an investor in a note, you should undertake such independent investigation of the index stock issuers as in your judgment is appropriate to make an informed decision with respect to an investment in a note.

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Historical Closing Prices of the Index Stocks

The closing prices of the index stocks have fluctuated in the past and may, in the future, experience significant fluctuations. In particular, the index stocks have recently experienced extreme and unusual volatility. Any historical upward or downward trend in the closing prices of any index stocks during the period shown below is not an indication that such index stocks are more or less likely to increase or decrease at any time during the life of your notes.

You should not take the historical closing prices of an index stock as an indication of the future performance of an index stock, including because of the recent volatility described above. We cannot give you any assurance that the future performance of any index stock will result in you receiving the outstanding face amount of your notes on the stated maturity date.

Neither we nor any of our affiliates make any representation to you as to the performance of the index stocks. Before investing in the offered notes, you should consult publicly available information to determine the relevant prices of the index stocks between the date of this prospectus supplement and the date of your purchase of the notes and, given the recent volatility described above, you should pay particular attention to recent prices of the index stocks. The actual performance of an index stock over the life of the offered notes, as well as the cash settlement amount at maturity, may bear little relation to the historical prices shown below.

The graphs below, except where otherwise indicated, show the daily historical closing prices of each index stock from January 1, 2021 through October 9, 2026, adjusted for corporate events, if applicable. As a result, the following graphs do not reflect the global financial crisis which began in 2008, which had a materially negative impact on the price of most equity securities. We obtained the closing prices in the graphs below from Bloomberg Financial Services, without independent verification.

According to publicly available information, Hims & Hers Health, Inc. is a digital platform that enables access to treatments for a broad range of conditions, including those related to sexual health, hair loss, dermatology, mental health, and weight loss. Information filed with the SEC by the index stock issuer under the Exchange Act can be located by referencing its SEC file number 001-38986. The graph below shows the daily historical closing prices of Hims & Hers Health, Inc. from the completion of its initial public offering on January 20, 2021 through October 9, 2026.

Historical Performance of Hims & Hers Health, Inc.

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According to publicly available information, Alphabet Inc. is a collection of businesses – the largest of which is Google. Information filed with the SEC by the index stock issuer under the Exchange Act can be located by referencing its SEC file number 001-37580. The daily historical closing prices for Alphabet Inc. in the graph below have been adjusted for a 20-for-1 stock split that became effective before the market open on July 15, 2022.

Historical Performance of Alphabet Inc. – Class C

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According to publicly available information, FedEx Corporation provides customers and businesses with a broad portfolio of transportation, e-commerce and business services, offering integrated business solutions utilizing its global network. Information filed with the SEC by the index stock issuer under the Exchange Act can be located by referencing its SEC file number 001-15829.

Historical Performance of FedEx Corporation

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According to publicly available information, Strategy Inc (formerly MicroStrategy Incorporated) is a Bitcoin treasury company. Information filed with the SEC by the index stock issuer under the Exchange Act can be located by referencing its SEC file number 001-42509. The daily historical closing prices for Strategy Inc in the graph below have been adjusted for a 10-for-1 stock split that became effective before the market open on August 8, 2024. In addition, as a Bitcoin treasury company, the common stock of Strategy Inc is heavily influenced by the performance of Bitcoin, which has historically been subject to extreme volatility.

Historical Performance of Strategy Inc (formerly MicroStrategy Incorporated)

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Supplemental Discussion of U.S. Federal Income Tax Consequences

The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus.

The following section is the opinion of Sidley Austin llp, counsel to GS Finance Corp. and The Goldman Sachs Group, Inc. In addition, it is the opinion of Sidley Austin llp that the characterization of the notes for U.S. federal income tax purposes that will be required under the terms of the notes, as discussed below, is a reasonable interpretation of current law.

This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

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a dealer in securities or currencies;

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a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

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a bank;

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a life insurance company;

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a regulated investment company;

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an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements;

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a tax exempt organization;

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a partnership;

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a person that owns a note as a hedge or that is hedged against interest rate risks;

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a person that owns a note as part of a straddle or conversion transaction for tax purposes; or

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a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.

Although this section is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect, no statutory, judicial or administrative authority directly discusses how your notes should be treated for U.S. federal income tax purposes, and as a result, the U.S. federal income tax consequences of your investment in your notes are uncertain. Moreover, these laws are subject to change, possibly on a retroactive basis.

You should consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the notes, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

United States Holders

This section applies to you only if you are a United States holder that holds your notes as a capital asset for tax purposes. You are a United States holder if you are a beneficial owner of a note and you are:

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a citizen or resident of the United States;

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a domestic corporation;

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an estate whose income is subject to U.S. federal income tax regardless of its source; or

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a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

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Tax Treatment. You will be obligated pursuant to the terms of the notes — in the absence of a change in law, an administrative determination or a judicial ruling to the contrary — to characterize your notes for all tax purposes as pre-paid derivative contracts in respect of the index stocks. Except as otherwise stated below, the discussion below assumes that the notes will be so treated.

Upon the sale, exchange, redemption or maturity of your notes, you should recognize capital gain or loss equal to the difference between the amount realized on the sale, exchange, redemption or maturity and your tax basis in your notes. Your tax basis in your notes will generally be equal to the amount that you paid for the notes. Such capital gain or loss should generally be short-term capital gain or loss if you hold the notes for one year or less, and should be long-term capital gain or loss if you hold the notes for more than one year. Short-term capital gains are generally subject to tax at the marginal tax rates applicable to ordinary income.

We will not attempt to ascertain whether any index stock issuer would be treated as a “passive foreign investment company” (“PFIC”), within the meaning of Section 1297 of the Internal Revenue Code. If any index stock issuer were so treated, certain adverse U.S. federal income tax consequences could possibly apply to a United States holder. You should refer to information filed with the SEC with respect to each index stock issuer and consult your tax advisor regarding the possible consequences to you, if any, if a particular index stock issuer is or becomes a PFIC.

No statutory, judicial or administrative authority directly discusses how your notes should be treated for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of your investment in the notes are uncertain and alternative characterizations are possible. Accordingly, we urge you to consult your tax advisor in determining the tax consequences of an investment in your notes in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

Alternative Treatments. There is no judicial or administrative authority discussing how your notes should be treated for U.S. federal income tax purposes. Therefore, the Internal Revenue Service might assert that a treatment other than that described above is more appropriate. For example, the Internal Revenue Service could treat your notes as a single debt instrument subject to special rules governing contingent payment debt instruments.

Under those rules, the amount of interest you are required to take into account for each accrual period would be determined by constructing a projected payment schedule for the notes and applying rules similar to those for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the comparable yield — i.e., the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to your notes — and then determining a payment schedule as of the applicable original issue date that would produce the comparable yield. These rules may have the effect of requiring you to include interest in income in respect of your notes prior to your receipt of cash attributable to that income.

If the rules governing contingent payment debt instruments apply, any gain you recognize upon the sale, exchange, redemption or maturity of your notes would be treated as ordinary interest income. Any loss you recognize at that time would be treated as ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of your notes, and, thereafter, as capital loss.

If the rules governing contingent payment debt instruments apply, special rules would apply to persons who purchase a note at other than the adjusted issue price as determined for tax purposes.

It is also possible that your notes could be treated in the manner described above, except that any gain or loss that you recognize at maturity or upon redemption would be treated as ordinary gain or loss. You should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of your notes for U.S. federal income tax purposes. It is possible that the Internal Revenue Service could seek to characterize your notes in a manner that results in tax consequences to you that are different from those described above.

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You should consult your tax advisor as to the tax consequences of any possible alternative characterizations of your notes for U.S. federal income tax purposes.

Possible Change in Law

In 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your notes after the bill was enacted to accrue interest income over the term of such instruments even though there will be no interest payments over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your notes.

In addition, on December 7, 2007, the Internal Revenue Service released a notice stating that the Internal Revenue Service and the Treasury Department are actively considering issuing guidance regarding the proper U.S. federal income tax treatment of an instrument such as the offered notes including whether the holders should be required to accrue ordinary income on a current basis and whether gain or loss should be ordinary or capital. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the notes will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The Internal Revenue Service and the Treasury Department are also considering other relevant issues, including whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Internal Revenue Code might be applied to such instruments. Except to the extent otherwise provided by law, GS Finance Corp. intends to continue treating the notes for U.S. federal income tax purposes in accordance with the treatment described above unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate.

It is impossible to predict what any such legislation or administrative or regulatory guidance might provide, and whether the effective date of any legislation or guidance will affect notes that were issued before the date that such legislation or guidance is issued. You are urged to consult your tax advisor as to the possibility that any legislative or administrative action may adversely affect the tax treatment of your notes.

Non-United States Holders

This section applies to you only if you are a non-United States holder. You are a non-United States holder if you are the beneficial owner of the notes and are, for U.S. federal income tax purposes:

•

a nonresident alien individual;

•

a foreign corporation; or

•

an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from the notes.

You will be subject to generally applicable information reporting and backup withholding requirements as discussed in the accompanying prospectus under “United States Taxation — Taxation of Debt Securities — Backup Withholding and Information Reporting — Non-United States Holders” with respect to payments on your notes and, notwithstanding that we do not intend to treat the notes as debt for tax purposes, we intend to backup withhold on such payments with respect to your notes unless you comply with the requirements necessary to avoid backup withholding on debt instruments (in which case you will not be subject to such backup withholding) as set forth under “United States Taxation – Taxation of Debt Securities – Non-United States Holders” in the accompanying prospectus.

Furthermore, on December 7, 2007, the Internal Revenue Service released Notice 2008-2 soliciting comments from the public on various issues, including whether instruments such as your notes should be subject to withholding. It is therefore possible that rules will be issued in the future, possibly with retroactive effect, that would cause payments on your notes to be subject to withholding, even if you comply with certification requirements as to your foreign status.

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As discussed above, alternative characterizations of the notes for U.S. federal income tax purposes are possible. Should an alternative characterization of the notes, by reason of a change or clarification of the law, by regulation or otherwise, cause payments with respect to the notes to become subject to withholding tax, we will withhold tax at the applicable statutory rate and we will not make payments of any additional amounts. Prospective non-United States holders of the notes should consult their tax advisors in this regard.

We will not attempt to ascertain whether any index stock issuer would be treated as a “United States real property holding corporation” (“USRPHC”), within the meaning of Section 897 of the Internal Revenue Code. If any index stock issuer were so treated, certain adverse U.S. federal income tax consequences could possibly apply to a non-United States holder. You should refer to information filed with the SEC with respect to each index stock issuer and consult your tax advisor regarding the possible consequences to you, if any, if a particular index stock issuer is or becomes a USRPHC.

In addition, the Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (“871(m) financial instruments”) that are treated as attributable to U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower rate under an applicable treaty), which in the case of any amounts you receive upon the sale, exchange, redemption or maturity of your notes, could be collected via withholding. If these regulations were to apply to the notes, we may be required to withhold such taxes if any U.S.-source dividends are paid on any of the index stocks during the term of the notes. We could also require you to make certifications (e.g., an applicable Internal Revenue Service Form W-8) prior to the maturity of the notes in order to avoid or minimize withholding obligations, and we could withhold accordingly (subject to your potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were not satisfactory. If withholding was required, we would not be required to pay any additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January 1, 2029, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations will not apply to financial instruments that reference a “qualified index” (as defined in the regulations). We have determined that, as of the issue date of your notes, your notes will not be subject to withholding under these rules. In certain limited circumstances, however, you should be aware that it is possible for non-United States holders to be liable for tax under these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when no withholding is required. You should consult your tax advisor concerning these regulations, subsequent official guidance and regarding any other possible alternative characterizations of your notes for U.S. federal income tax purposes.

Foreign Account Tax Compliance Act (FATCA) Withholding

Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA) withholding (as described in “United States Taxation—Taxation of Debt Securities—Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014; therefore, the notes will generally be subject to the FATCA withholding rules.

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\n \n \n \n \n \n \n

Employee Retirement Income Security Act

This section is only relevant to you if you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a governmental plan, an IRA or a Keogh Plan) proposing to invest in the notes.

The U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the U.S. Internal Revenue Code of 1986, as amended (the “Code”), prohibit certain transactions (“prohibited transactions”) involving the assets of an employee benefit plan that is subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (including individual retirement accounts, Keogh plans and other plans described in Section 4975(e)(1) of the Code) (a “Plan”) and certain persons who are “parties in interest” (within the meaning of ERISA) or “disqualified persons” (within the meaning of the Code) with respect to the Plan; governmental plans may be subject to similar prohibitions unless an exemption applies to the transaction. The assets of a Plan may include assets held in the general account of an insurance company that are deemed “plan assets” under ERISA or assets of certain investment vehicles in which the Plan invests. Each of The Goldman Sachs Group, Inc. and certain of its affiliates may be considered a “party in interest” or a “disqualified person” with respect to many Plans, and, accordingly, prohibited transactions may arise if the notes are acquired by or on behalf of a Plan unless those notes are acquired and held pursuant to an available exemption. In general, available exemptions include: transactions effected on behalf of that Plan by a “qualified professional asset manager” (prohibited transaction exemption 84-14) or an “in-house asset manager” (prohibited transaction exemption 96-23), transactions involving insurance company general accounts (prohibited transaction exemption 95-60), transactions involving insurance company pooled separate accounts (prohibited transaction exemption 90‑1), transactions involving bank collective investment funds (prohibited transaction exemption 91-38) and transactions with service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code where the Plan receives no less and pays no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code). The person making the decision on behalf of a Plan or a governmental plan shall be deemed, on behalf of itself and the plan, by purchasing and holding the notes, or exercising any rights related thereto, to represent that (a) the plan will receive no less and pay no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the notes, (b) none of the purchase, holding or disposition of the notes or the exercise of any rights related to the notes will result in a non-exempt prohibited transaction under ERISA or the Code (or, with respect to a governmental plan, under any similar applicable law or regulation), and (c) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a “fiduciary” (within the meaning of Section 3(21) of ERISA) or, with respect to a governmental plan, under any similar applicable law or regulation) with respect to the purchaser or holder in connection with such person's acquisition, disposition or holding of the notes, or as a result of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with the notes, and neither The Goldman Sachs Group, Inc. nor any of its affiliates has provided investment advice in connection with such person’s acquisition, disposition or holding of the notes.

If you are an insurance company or the fiduciary of a pension plan or an employee benefit plan (including a governmental plan, an IRA or a Keogh plan), and propose to invest in the notes, you should consult your legal counsel.

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Supplemental Plan of Distribution

GS Finance Corp. will sell to GS&Co., and GS&Co. will purchase from GS Finance Corp., the aggregate face amount of the offered notes specified on the front cover of this prospectus supplement. GS&Co. proposes initially to offer the notes to the public at the original issue price set forth on the cover page of this prospectus supplement, and to certain securities dealers at such price less a concession not in excess of 1.5% of the face amount. GS&Co. will pay a fee of 1.25% from the concession to Axio Financial LLC in connection with its marketing efforts related to the offered notes.

In the future, GS&Co. or other affiliates of GS Finance Corp. may repurchase and resell the offered notes in market-making transactions, with resales being made at prices related to prevailing market prices at the time of resale or at negotiated prices. GS Finance Corp. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $10,000. For more information about the plan of distribution and possible market-making activities, see “Plan of Distribution” in the accompanying prospectus.

We have been advised that GS&Co. will also pay a fee to iCapital Markets LLC, a broker-dealer in which an affiliate of GS Finance Corp. holds an indirect minority equity interest, for services it is providing in connection with this offering.

We will deliver the notes against payment therefor in New York, New York on October 15, 2026. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to one business day before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.

We have been advised by GS&Co. that it intends to make a market in the notes. However, neither GS&Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the notes.

The notes may not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. For the purposes of this provision:

(a)\tthe expression “retail investor” means a person who is one (or more) of the following:

(i)\ta retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or

(ii)\ta customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii)\tnot a qualified investor as defined in Regulation (EU) 2017/1129, as amended; and

(b)\tthe expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

The communication of this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus and any other document or materials relating to the issue of the notes offered hereby is not being made, and this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus and such other documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article

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49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be communicated or distributed under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus and any such other documents and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus and any such other documents and/or materials relate will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus or any other documents and/or materials relating to the issue of the notes offered hereby or any of their contents.

The notes may not be offered, sold or otherwise made available to any retail investor in the United Kingdom. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom (the \"UK PRIIPs Regulation\") for offering or selling the notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. For the purposes of this provision:

(a) \tthe expression “retail investor” means a person who is neither:

(i) \ta professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom; nor

(ii) \ta qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (as may be amended from time to time); and

(b) \tthe expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to buy or subscribe for the notes.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to GS Finance Corp. or The Goldman Sachs Group, Inc.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the notes in, from or otherwise involving the United Kingdom.

The notes may not be offered or sold in Hong Kong by means of any document other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder.

This prospectus supplement, along with the accompanying prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, along with the accompanying prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the

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conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public offering and will not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland. Accordingly, neither this prospectus supplement nor any accompanying prospectus supplement, prospectus or other marketing material constitute a prospectus as defined in article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus as defined in article 32 of the Listing Rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland. Any resales of the notes by the underwriters thereof may only be undertaken on a private basis to selected individual investors in compliance with Swiss law. This prospectus supplement and accompanying prospectus and prospectus supplement may not be copied, reproduced, distributed or passed on to others or otherwise made available in Switzerland without our prior written consent. By accepting this prospectus supplement and accompanying prospectus and prospectus supplement or by subscribing to the notes, investors are deemed to have acknowledged and agreed to abide by these restrictions. Investors are advised to consult with their financial, legal or tax advisers before investing in the notes.

The notes will not be listed on any securities exchange or interdealer quotation system.

Conflicts of Interest

GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc. and, as such, will have a “conflict of interest” in this offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

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VALIDITY OF THE NOTES AND GUARANTEE

In the opinion of Sidley Austin LLP, as counsel to GS Finance Corp. and The Goldman Sachs Group, Inc., when the notes offered by this prospectus supplement have been executed and issued by GS Finance Corp., such notes have been authenticated by the trustee pursuant to the indenture, and such notes have been delivered against payment as contemplated herein, (a) such notes will be valid and binding obligations of GS Finance Corp., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (b) the guarantee with respect to such notes will be a valid and binding obligation of The Goldman Sachs Group, Inc., enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated January 27, 2025, which has been filed as Exhibit 5.6 to the registration statement on Form S-3 filed with the Securities and Exchange Commission by GS Finance Corp. and The Goldman Sachs Group, Inc. on January 27, 2025.

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We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.		$1,227,000 GS Finance Corp. Autocallable Equity-Linked Notes due 2031 guaranteed by The Goldman Sachs Group, Inc. ____________ $\"img119683000_5.jpg\"$ ____________ Goldman Sachs & Co. LLC
TABLE OF CONTENTS
	Pages
Terms and Conditions	S-3
Default Amount on Acceleration	S-12
Hypothetical Examples	S-13
Additional Risk Factors Specific to Your Notes	S-20
Use of Proceeds	S-29
Hedging	S-29
The Index Stocks	S-30
Supplemental Discussion of Federal Income Tax Consequences	S-35
Employee Retirement Income Security Act	S-39
Supplemental Plan of Distribution	S-40
Conflicts of Interest	S-42
Validity of the Notes and Guarantee	S-43
Prospectus Supplement dated February 14, 2025
Use of Proceeds	S-2
Description of Notes We May Offer	S-3
Considerations Relating to Indexed Notes	S-11
United States Taxation	S-14
Employee Retirement Income Security Act	S-15
Supplemental Plan of Distribution	S-16
Validity of the Notes and Guarantees	S-18
Prospectus dated February 14, 2025
Available Information	2
Prospectus Summary	4
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements	8
Use of Proceeds	13
Description of Debt Securities We May Offer	14
Description of Warrants We May Offer	70
Description of Units We May Offer	88
GS Finance Corp.	93
Legal Ownership and Book-Entry Issuance	95
Considerations Relating to Indexed Securities	103
Considerations Relating to Securities Denominated or Payable in or Linked to a Non-U.S. Dollar Currency	104
United States Taxation	107
Plan of Distribution	125
Conflicts of Interest	127
Employee Retirement Income Security Act	128
Validity of the Securities and Guarantees	129
Independent Registered Public Accounting Firm	130
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995	130

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