GS-K Goldman Sachs Group Inc

Market Linked Securities — Autocallable with Contingent Coupon with Memory Feature and Contingent Downside

Principal at Risk Securities Linked to the Lowest Performing of the Common Stock of ConocoPhillips, the Common Stock of Chevron Corporation and the Common Stock of Exxon Mobil Corporation due March 18, 2027

Summary of Terms

Company (Issuer) and Guarantor:

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

Underwriting discount:

up to 2.575% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.575% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 1.75% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells.

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

the common stock of ConocoPhillips (current Bloomberg ticker: “COP UN”), the common stock of Chevron Corporation (current Bloomberg ticker: “CVX UN”) and the common stock of Exxon Mobil Corporation (current Bloomberg ticker: “XOM UN”)

Pricing date:

expected to be March 15, 2024

Issue date:

expected to be March 20, 2024

Final calculation day:

expected to be March 15, 2027

Stated maturity date:

expected to be March 18, 2027

Starting price:

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

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.35% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

Hypothetical Payout Profile (Maturity Payment Amount)

If the securities are not automatically called prior to stated maturity and the ending price of the lowest performing underlying stock on the final calculation day is less than its downside threshold price, you will lose more than 30%, and possibly all, of the face amount of your securities at stated maturity.

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

You should read the accompanying preliminary pricing supplement dated March 8, 2024, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.

The securities are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:

The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.

Ending price:

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

Performance factor:

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

Lowest performing underlying stock:

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

Automatic call:

If the stock closing price of the lowest performing underlying stock on any of the calculation days from September 2024 to December 2026, inclusive, is greater than or equal to its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment and any previously unpaid contingent coupon payments. The securities will not be subject to automatic call until the September 2024 calculation day.

Downside threshold price:

with respect to an underlying stock, 70% of its starting price

Contingent coupon payment:

Subject to the automatic call, on each contingent coupon payment date, for each $1,000 of the outstanding face amount, you will receive a contingent coupon payment equal to at least $25.50 (equivalent to a contingent coupon rate of at least 10.20% per annum) (set on the pricing date) if, and only if, the stock closing price of the lowest performing underlying stock on the related calculation day is greater than or equal to its coupon threshold price. In addition, if the stock closing price of the lowest performing underlying stock on one or more calculation days is less than its coupon threshold price and, on a subsequent calculation day, the stock closing price of the lowest performing underlying stock is greater than or equal to its coupon threshold price, on the contingent coupon payment date related to such subsequent calculation day you will receive the contingent coupon payment due for that subsequent calculation day plus all previously unpaid contingent coupon payments (without interest on amounts previously unpaid).

Coupon threshold price:

with respect to an underlying stock, 75% of its starting price

Call settlement date:

three business days after the applicable calculation day

Calculation days:

quarterly, on the 15th day of each March, June, September and December, commencing June 2024 and ending December 2026, and the final calculation day

Contingent coupon payment dates:

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

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

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

CUSIP:

40057YNT6

Tax consequences:

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

Risks Related to Structure, Valuation and Secondary Market Sales

Risks Related to Tax