04/20/2021 | Press release | Distributed by Public on 04/20/2021 13:43

Primary Offering Prospectus (SEC Filing - 424B2)

gs-424b2.htm

Filed Pursuant to Rule 424(b)(2)

Registration Statement No.333-253421

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

We will pay you interest semi-annually on your notes at arate of 2.25% per annum from and including April , 2021 to but excluding April , 2025.We will pay you interestsemi-annually on your notes at a rate of 2.50% per annum from and including April , 2025 to but excluding April , 2028. We will pay you interestsemi-annually on your notes at a rate of 3.00% per annum from and including April , 2028 to but excluding April , 2030. We will pay you interestsemi-annually on your notes at a rate of 4.00% per annum from and including April , 2030 to but excluding the stated maturity date (April , 2031).Interest will be paid on each April and October . The first such payment will be made on October ,2021.

In addition, we may redeem the notes atour option, in wholebutnotinpart, oneach January , April , July and Octoberon or after October , 2022, upon at least five business days' prior notice, ataredemption price equal to 100%of the outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date. Although the interestrate will step up during thelife of your notes, you may notbenefit from such increase in the interestrate ifyour notes are redeemedprior to the stated maturity date.

*Theinitialprice topublicwillvarybetween%and100%forcertaininvestors;see'SupplementalPlanof Distribution' on page PS-7.

Theinitialprice topublicsetforth abovedoes notinclude accruedinterest, ifany. Interest on thenoteswillaccrue from April , 2021andmust be paid by the purchaser ifthe notes are deliveredafterApril , 2021. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

Thereturn(whether positive ornegative)onyourinvestmentinnotes willdependinparton theissue priceyoupay for suchnotes.

Neither the Securities and Exchange Commission nor any other regulatory body hasapproved or disapproved ofthese securitiesor passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The notes are not bank deposits and are not insured by the Federal DepositInsurance Corporation or any other governmental agency,nor are they obligations of,or guaranteed by, a bank.

GoldmanSachs may use thisprospectus in the initialsaleof thenotes. In addition, Goldman Sachs & Co. LLC or any otheraffiliateofGoldman Sachsmayusethisprospectusinamarket-makingtransactioninthenotesaftertheirinitial sale. Unless Goldman Sachs or its agent informs the purchaser otherwiseintheconfirmation of sale,this prospectusis beingusedinamarket-makingtransaction.

Goldman Sachs & Co. LLC Incapital LLC

Pricing Supplement No. dated April , 2021.

PS-2

SPECIFIC TERMS OF THE NOTES

Pleasenotethatinthissection entitled 'Specific Terms oftheNotes',references to'TheGoldmanSachs Group, Inc.', 'we','our' and 'us' mean onlyThe Goldman Sachs Group, Inc. and do notinclude any of its subsidiariesoraffiliates.Also, in thissection, referencesto'holders'meanThe DepositoryTrustCompany (DTC)or its nomineeandnotindirect owners whoownbeneficialinterestsinnotes throughparticipantsin DTC.Pleasereviewthespecialconsiderationsthat apply to indirect ownersinthe accompanying prospectus, under 'Legal OwnershipandBook-EntryIssuance'.

This pricing supplement no.dated April ,2021 (pricing supplement) and the accompanying prospectus dated March 22, 2021 (accompanying prospectus), relatingto the notes, shouldbe read together.Becausethe notes are partof a series ofour debt securitiescalledMedium-Term Notes, Series N, this pricingsupplementand the accompanying prospectus shouldalsoberead withthe accompanying prospectus supplement, dated March 22, 2021 (accompanying prospectussupplement). Terms usedbut notdefined in this pricing supplementhave the meanings given to themintheaccompanying prospectus oraccompanying prospectus supplement,unless thecontextrequires otherwise.

The notes are part of a separate seriesofour debt securities under our Medium-Term Notes, SeriesN program governed by our Senior DebtIndenture, datedasof July16,2008, as amended, between us andThe Bankof NewYork Mellon,as trustee.Thispricingsupplement summarizesspecific termsthatwill applytoyournotes.The termsof the notes described here supplement those described in the accompanying prospectus supplementand accompanying prospectus and, ifthetermsdescribed hereareinconsistent withthose describedthere, the terms described hereare controlling.

Terms of the CallableStep-UpFixed RateNotes due 2031

PS-3

issued inbook-entry form

PS-4

ADDITIONALINFORMATIONABOUTTHENOTES

Book-EntrySystem

WewillissuethenotesasamasterglobalnoteregisteredinthenameofDTC,oritsnominee.Thesaleofthenotes willsettleinimmediatelyavailablefundsthroughDTC.YouwillnotbepermittedtowithdrawthenotesfromDTCexceptin thelimitedsituationsdescribedintheaccompanyingprospectusunder'LegalOwnershipandBook-EntryIssuance-What IsaGlobalSecurity?-Holder'sOptiontoObtainaNon-GlobalSecurity;SpecialSituationsWhenaGlobalSecurityWillBe Terminated'.Investorsmayholdinterestsinamasterglobalnotethroughorganizationsthatparticipate,directlyor

indirectly,intheDTCsystem.

Inadditiontothispricingsupplement,thefollowingprovisionsareherebyincorporatedintotheglobalmasternote: thedescriptionof NewYorkbusinessdayappearingunder'DescriptionofDebtSecuritiesWeMayOffer-CalculationsofInterestonDebt Securities-BusinessDays'intheaccompanyingprospectus,thedescriptionofthefollowingunadjustedbusinessday conventionappearingunder'DescriptionofDebtSecuritiesWeMayOffer-CalculationsofInterestonDebtSecurities- BusinessDayConventions'intheaccompanyingprospectusandthesection'DescriptionofDebtSecuritiesWeMay Offer-DefeasanceandCovenantDefeasance'intheaccompanyingprospectus.

Day Count Convention

As further described under 'Description of Debt Securities We May Offer - Calculations of Interest on Debt Securities - Interest Rates and Interest' in the accompanying prospectus, for each interest period the amount of accrued interest will be calculated by multiplying the principal amount of the note by an accrued interest factor for the interest period. The accrued interest factor will be determined by multiplying the per annum interest rate by a factor resulting from the 30/360 (ISDA) day count convention. The factor is the number of days in the interest period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

where:

'Y1' is the year, expressed as a number, in which the first day of the interest period falls;

'Y2' is the year, expressed as a number, in which the day immediately following the last day included in the interest period falls;

'M1' is the calendar month, expressed as a number, in which the first day of the interest period

falls;

'M2' is the calendar month, expressed as a number, in which the day immediately following the last day included in the interest period falls;

'D1' is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in which case D1 will be 30; and

'D2' is the calendar day, expressed as a number, immediately following the last day included in the interest period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.

WhenWeCanRedeemtheNotes

Wewillbepermittedtoredeemthenotesatouroptionbeforetheirstatedmaturity,asdescribedbelow.Thenoteswill notbeentitledtothebenefitofanysinkingfund-thatis,wewillnotdepositmoneyonaregularbasisintoanyseparate custodialaccounttorepayyournote.Inaddition,youwillnotbeentitledtorequireustobuyyournotefromyoubeforeits statedmaturity.

PS-5

Wewillhavetherighttoredeemthenotesatouroption,inwholebutnotinpart,oneach January , April , July and October onorafter October ,2022,ataredemptionpriceequalto100%oftheoutstandingprincipalamountplus accruedandunpaidinteresttobutexcludingtheredemptiondate.Wewillprovidenotlessthanfivebusinessdays'prior noticeinthemannerdescribedunder'DescriptionofDebtSecuritiesWeMayOffer-Notices'intheattachedprospectus. Iftheredemptionnoticeisgivenandfundsdepositedasrequired,theninterestwillceasetoaccrueonandafterthe redemptiondateonthenotes.Ifanyredemptiondateisnotabusinessday,wewillpaytheredemptionpriceonthenext businessdaywithoutanyinterestorotherpaymentduetothedelay.

WhataretheTaxConsequencesoftheNotes

Youshouldcarefullyconsider,amongotherthings,thematterssetforthunder'UnitedStatesTaxation'inthe accompanyingprospectussupplementandtheaccompanyingprospectus.Thefollowingdiscussionsummarizescertainof thematerialU.S.federalincometaxconsequencesofthepurchase,beneficialownership,anddispositionofeachofthe notes.Thissummarysupplementsthesection'UnitedStatesTaxation'intheaccompanyingprospectussupplementand theaccompanyingprospectusandissubjecttothelimitationsandexceptionssetforththerein.

As of the original issue date, the notes should not be treated as issued with 'original issue discount' ('OID') despite the fact that the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury regulations generally deem an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether a debt instrument is issued with OID. The yield on the notes would be minimized if we call the notes immediately before the increase in the interest rate on April , 2025 and therefore the notes should be treated as maturing on such date for OID purposes. This assumption is made solely for purposes of determining whether the notes are issued with OID for U.S. federal income tax purposes, and is not an indication of our intention to call or not to call the notes at any time. If we do not call the notes prior to the increase in the interest rate then, solely for OID purposes, the notes will be deemed to be reissued at their adjusted issue price on April , 2025. This deemed issuance should not give rise to taxable gain or loss to holders. The same analysis would apply to the increases in the interest rate on April , 2028 and April , 2030. If the notes are not called on the interest payment date occurring on April , 2030, then, because the period between the interest payment date on April , 2030 and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on April , 2030, could be treated as short-term debt securities for OID purposes (but not for purposes of determining the holding period of your notes). For a discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-term debt securities, please review the section entitled 'United States Taxation - Taxation of Debt Securities-United States Holders - Short-Term Debt Securities' in the accompanying prospectus.

Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder's normal method of accounting for tax purposes (regardless of whether we call the notes). Upon thedispositionof a note by sale,exchange, redemption orretirement (i.e.,ifweexercise our rightto callthe notes or otherwise) orotherdisposition,aU.S.holder willgenerally recognizecapitalgainorlossequaltothedifference, ifany, between (i) the amount realizedonthe disposition(other than amounts attributable to accrued but unpaid interest, whichwould be treated assuch)and (ii)theU.S. holder'sadjustedtax basis inthenote.A U.S. holder's adjusted tax basisinanote generallywill equal thecostofthenotetotheU.S.holder.Thedeductibilityof capitallossesissubjecttosignificant limitations.

Foreign Account Tax Compliance Act (FATCA) Withholding.Pursuant to Treasury regulations, Foreign AccountTax ComplianceAct (FATCA)withholding (as described in 'UnitedStates Taxation-Taxation of DebtSecurities-Foreign AccountTaxComplianceAct(FATCA)Withholding'intheaccompanying prospectus) willgenerally applytoobligations that areissued on or after July1, 2014; therefore, the notes willgenerallybe subject to the FATCAwithholding rules.

PS-6

SUPPLEMENTALPLANOFDISTRIBUTION

The Goldman Sachs Group, Inc.and the underwriters forthisoffering named belowhaveentered into a distribution agreement with respect to the notes. Subject to certainconditions,each underwriter named belowhas severally agreed topurchasetheprincipalamountof notesindicatedin the following table.

Notes sold bythe underwriters tothe publicwillinitiallybe offered attheinitial pricetopublicset forthonthe coverof thispricing supplement.Theunderwritersintend to purchase the notes fromThe Goldman SachsGroup, Inc. at a purchase price equal to the initial priceto publiclessa discountof %of the principalamountof the notes. Anynotes soldbytheunderwritersto securitiesdealersmaybesold at adiscount fromtheinitialprice to publicof upto %of the principalamountof the notes. The initialprice to public for notes purchased bycertain retirement accounts and certainfee-based advisoryaccounts will vary between % and100%of theprincipal amount ofthe notes.Anysaleof anoteto a retirement account or fee-basedadvisoryaccount at aninitialpriceto publicbelow100%of the principal amount willreduce the underwriting discount specifiedon thecover of this pricing supplementwithrespect to suchnote.Theinitialprice topublicpaid byany retirement account or fee-basedadvisory accountwill be reduced by the amount of any feesforegone by the securities dealer ordealersinvolvedinthe sale of the notesto such retirement account or fee-basedadvisoryaccount, but not bymorethan %ofthe principal amount of the notes. If all of the offered notes are not soldattheinitialpricetopublic,theunderwritersmaychangetheofferingprice andtheothersellingterms. In addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at negotiated prices.

Please note that the information aboutthe initialprice to public and net proceedsto The Goldman Sachs Group,Inc. on thefront cover page relates only to the initialsale of the notes. If you have purchased a note in amarket-making transactionby Goldman Sachs & Co. LLC oranyotheraffiliateofThe Goldman SachsGroup,Inc.after the initialsale, informationabout thepriceanddate ofsaletoyouwill beprovided in aseparateconfirmationofsale.

Eachunderwriter has representedandagreed thatitwillnotofferorsellthenotesinthe United Statesor toUnited States persons except if such offers orsales are made by orthroughFINRA memberbroker-dealersregistered with the U.S. Securitiesand Exchange Commission.

The Goldman Sachs Group, Inc.estimates that its share of thetotaloffering expenses,excluding underwriting discountsandcommissions,whetherpaidtoGoldman Sachs & Co. LLCoranyotherunderwriter, willbeapproximately $ .

We expect to deliver the notes against payment therefor in New York, New York on April , 2021.

Thenotesareanewissue of securities withnoestablished tradingmarket.TheGoldman SachsGroup, Inc. has beenadvisedby Goldman Sachs & Co. LLC andIncapitalLLCthat they maymakeamarketin thenotes. Goldman Sachs & Co. LLC and IncapitalLLCarenotobligatedto doso and may discontinue market-making at any time without notice. No assurance can be given asto the liquidity of the trading market for the notes.

TheGoldman SachsGroup,Inc. has agreed toindemnifytheseveral underwriters againstcertain liabilities, including liabilitiesundertheSecuritiesActof1933.

Certainof theunderwriters andtheiraffiliates haveinthepastprovided,andmayinthefuturefromtimetotime provide, investment bankingandgeneralfinancing and bankingservices to The Goldman Sachs Group, Inc. and its affiliates, forwhich theyhave inthepastreceived,andmayinthefuturereceive, customaryfees.TheGoldmanSachs Group, Inc. andits affiliateshave in the past provided,and may in the futurefromtimetotime provide, similarservicesto theunderwritersandtheir affiliateson customarytermsand forcustomaryfees. Goldman Sachs & Co. LLC,oneofthe underwriters,isan affiliate ofTheGoldman SachsGroup, Inc.Pleasesee'PlanofDistribution-Conflictsof Interest' on page 143 of the accompanyingprospectus.

The notes may not be offered, sold or otherwise made available to any retail investor in the European Economic Area

PS-7

('EEA'). Consequently no key information document required by Regulation (EU) No 1286/2014 (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)the expression 'retail investor' means a person who is one (or more) of the following:

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 by virtue of the EUWA (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:

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 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 pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus have not

PS-8

been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing 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 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 pricing 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 pricing 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 pricing 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.

PS-9

Conflicts of Interest

GS&Co.isan affiliate ofTheGoldman SachsGroup, Inc. and,assuch,will havea'conflictofinterest' in this offeringof notes withinthemeaningofFinancialIndustryRegulatoryAuthority, Inc.(FINRA) Rule5121. Consequently, this offering of notes willbeconductedincompliancewiththeprovisionsofFINRARule5121.GS&Co.willnotbe permitted to sellnotesinthisoffering to anaccountover which it exercises discretionaryauthoritywithouttheprior specificwrittenapprovalofthe account holder.

PS-10

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