GS-N Goldman Sachs Group Inc

Summary of Terms

Company (Issuer) and Guarantor:

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

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

the common stock of Microsoft Corporation, the common stock of NVIDIA Corporation and the Class C capital stock of Alphabet Inc.

Pricing date:

expected to be June 20, 2023

Issue date:

expected to be June 23, 2023

Final calculation day:

expected to be June 22, 2026

Stated maturity date:

expected to be June 25, 2026

Starting price:

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

Ending price:

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

Performance factor:

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

Lowest performing underlying stock:

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

Automatic call:

If the stock closing price of the lowest performing underlying stock on any call date is greater than or equal to its starting price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash payment per security in U.S. dollars equal to the face amount plus a final contingent coupon payment. The securities will not be subject to automatic call until the December 2023 calculation day.

Downside threshold price:

with respect to an underlying stock, 50% 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 $10.50 (equivalent to a contingent coupon rate of at least 12.60% per annum) (set on the pricing date) if, and only if, the stock closing price of the lowest performing underlying stock on the related calculation day is greater than or equal to its coupon threshold price.

Coupon threshold price:

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

Call dates:

quarterly, the calculation days occurring in March, June, September and December of each year, commencing December 2023 and ending March 2026

Call settlement date:

the contingent coupon payment date immediately following the applicable call date

Calculation days:

monthly, on the 20th day of each month, commencing July 2023 and ending May 2026, and the final calculation day

Contingent coupon payment dates:

monthly, 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):

•if the ending price of the lowest performing underlying stock on the final calculation day is greater than or equal to its downside threshold price: $1,000; or

•if the ending price of the lowest performing underlying stock on the final calculation day is less than its downside threshold price:

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

Underwriting discount:

up to 2.575% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.575% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 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.

* 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.

CUSIP:

40057TB60

Tax consequences:

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

Hypothetical Payout Profile (Maturity Payment Amount)

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

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

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You May Lose Your Entire Investment in the Securities

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You May Not Receive a Contingent Coupon on Any Contingent Coupon Payment Date

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Because the Securities Are Linked to the Performance of the Lowest Performing Underlying Stock, You Have a Greater Risk of Receiving No Contingent Coupons and Sustaining a Significant Loss on Your Investment Than If the Securities Were Linked to Just One Underlying Stock

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A Higher Contingent Coupon, a Lower Coupon Threshold Price and/or a Lower Downside Threshold Price May Reflect Greater Expected Volatility of the Underlying Stocks, and Greater Expected Volatility Generally Indicates An Increased Risk of Declines in the Prices of the Underlying Stocks and, Potentially, a Significant Loss at Maturity

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The Maturity Payment Amount Will Be Based Solely on the Lowest Performing Underlying Stock

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Your Securities Are Subject to Automatic Redemption

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The Return on Your Securities May Change Significantly Despite Only a Small Change in the Price of the Lowest Performing Underlying Stock

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The Contingent Coupon Does Not Reflect the Actual Performance of the Underlying Stocks from the Pricing Date to Any Calculation Day or from Calculation Day to Calculation Day

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The Market Value of Your Securities May Be Influenced by Many Unpredictable Factors

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We Will Not Hold Shares of the Underlying Stock for Your Benefit

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

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Certain Considerations for Insurance Companies and Employee Benefit Plans

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The Tax Consequences of an Investment in Your Securities Are Uncertain

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