GS-K Goldman Sachs Group Inc

Market Linked Securities — Auto-Callable with Leveraged Upside Participation and Contingent Downside

Principal at Risk Securities Linked to the Common Stock of Microsoft Corporation due March 18, 2027

Summary of Terms

CUSIP:

40057YPT4

Company (Issuer) and Guarantor:

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

Tax consequences:

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

Market measure:

the common stock of Microsoft Corporation (current Bloomberg ticker: “MSFT UW”) (the “underlying stock”)

Hypothetical Payout Profile*

* assumes a call premium of 13.65% of the face amount.

If the securities are automatically called, the positive return on the securities will be limited to the call premium, even if the stock closing price of the underlying stock on the call date significantly exceeds the starting price. If the securities are automatically called, you will not have the opportunity to participate in any appreciation of the underlying stock at the upside participation rate.

If the securities are not automatically called and the ending price is less than the threshold price, you will have 1-to-1 downside exposure to the decrease in the price of the underlying stock and will lose more than 25%, and possibly all, of the face amount of your securities at maturity.

You should read the accompanying preliminary pricing supplement dated March 11, 2024, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.

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

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.

Pricing date:

expected to be March 15, 2024

Issue date:

expected to be March 20, 2024

Calculation day:

expected to be March 15, 2027

Stated maturity date:

expected to be March 18, 2027

Starting price:

the stock closing price of the underlying stock on the pricing date

Ending price:

the stock closing price of the underlying stock on the calculation day

Underlying stock return:

ending price – starting price

                starting price

Upside participation rate:

150.00%

Threshold price:

75% of the starting price

Threshold amount:

25%

Call date:

expected to be March 20, 2025

Call premium:

at least 13.65% of the face amount (at least $136.50 per security)

Call settlement date:

three business days after the call date

Automatic call:

if the stock closing price of the underlying stock on the call date is greater than or equal to the starting price, the securities will be automatically called, and on the call settlement date the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to $1,000 plus the call premium

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

$1,000 × underlying stock return × upside participation rate;

$1,000 + ($1,000 × underlying stock return)

Underwriting discount:

up to 2.575% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.575% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 2.00% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells.

* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.15% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.

About Your Securities

Risk Factors

Risks Related to Structure, Valuation and Secondary Market Sales

Will Be Capped Due to the Call Premium

Risks Related to Tax

Wells Fargo Advisors is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered broker-dealers and non-bank affiliates of Wells Fargo & Company.