Goldman Sachs Announces 2028 Maturity Index-Linked Notes Based on Russell 2000 and S&P 500 Performance

Dual-Index Notes Structure and Payoff Details

The Index-Linked Notes provide investors exposure to two key U.S. equity indices with a payoff determined by the index exhibiting the weaker performance over the two-year term. If both indices close above their initial levels on the determination date (expected August 31, 2028), investors receive $1,000 plus $1,000 multiplied by the lesser performing index’s return, subject to a maximum payout of $1,317.5 per $1,000 face amount. This design limits the upside potential while offering downside protection through a minimum settlement amount.

If either index closes at or below its initial level, the settlement amount is the greater of $950 per $1,000 face amount or $1,000 plus the product of $1,000 times the lesser performing index return. This ensures investors benefit from a minimum floor of $950 per $1,000 face value even when both indices decline significantly. The payoff depends on the index with the lowest return, making the weaker index the key determinant of the final settlement.

Issuer and Guarantee Structure

GS Finance Corp. is the issuer of these notes and operates as a financial subsidiary of The Goldman Sachs Group, Inc., which provides a full and unconditional guarantee, enhancing the credit quality of the offering. This guarantee is typical for Goldman Sachs’ structured product issuances, linking investor exposure to the parent company’s creditworthiness alongside the finance subsidiary’s obligations.

The notes are issued under the senior debt indenture dated October 10, 2008, supplemented by the First Supplemental Indenture dated February 20, 2015, with The Bank of New York Mellon as trustee. Issuance will be in book-entry form represented by master note number 3 dated March 22, 2021. These notes are part of GS Finance Corp.'s Medium-Term Notes, Series F program, which facilitates multiple structured product issuances with diverse terms and underlying assets, streamlining Goldman Sachs’ market offerings with consistent documentation.

Estimated Valuation and Secondary Market Insights

The preliminary filing estimates the notes’ value at pricing between $925 and $965 per $1,000 face amount, based on Goldman Sachs & Co. LLC’s pricing models and credit spread considerations. The gap between estimated value and the original issue price reflects embedded option costs and credit risk components.

Regarding secondary market activity, Goldman Sachs & Co. LLC may engage in market-making transactions post-initial sale but is not obligated to do so. If it participates, the initial bid and ask prices would approximate the estimated note value plus an additional amount that declines linearly over time until aligning with the then-current estimated value.

Index Selection and Performance Measurement

The notes are linked to the Russell 2000 Index, representing small-cap U.S. stocks, and the S&P 500 Index, representing large-cap U.S. stocks, offering broad domestic equity exposure. Initial index levels will be set on the trade date (expected August 31, 2026) using either intra-day or closing prices, allowing pricing flexibility relative to market conditions.

Performance is measured from the trade date through the determination date, with each index return calculated as the percentage change from its initial level. The payoff is based on the lesser-performing index, protecting investors from the worst-performing segment. The prospectus allows for modifications or replacements of the underlying indices to preserve economic integrity.

Offering Terms and Distribution

Offered at 100% of face value, the notes have an expected issue date of September 3, 2026, and denominations of $1,000 or multiples thereof. The total face amount to be issued remains undetermined, with Goldman Sachs retaining the option to increase the offering size after the trade date.

The underwriting discount is expressed as a percentage of face amount but remains unspecified in this preliminary filing. Net proceeds are similarly pending final pricing. Details on underwriting fees are available in the "Supplemental Plan of Distribution; Conflicts of Interest" section on page PS-21. This approach allows Goldman Sachs & Co. LLC to finalize pricing and underwriting terms between preliminary and final prospectus supplements.

Prospectus Documentation and Cross-Reference Framework

This pricing supplement is part of a comprehensive prospectus package incorporating General Terms Supplement Number 17,745 dated January 20, 2026, outlining general terms for the Medium-Term Notes program; Underlier Supplement Number 49 dated June 24, 2026, detailing the Russell 2000 and S&P 500 indices; and prospectus documents dated February 14, 2025. The supplement supersedes conflicting information in referenced materials and clarifies that some general terms may not apply to these notes specifically, ensuring clarity on product-specific features.

Risk Factors and Investor Considerations

Investors are advised to review all disclosure materials to understand risks, including credit risk related to GS Finance Corp. and The Goldman Sachs Group, Inc. These notes are not bank deposits, lack FDIC insurance, and are not guaranteed by any bank despite the Goldman Sachs Group guarantee. They represent senior debt obligations rather than deposit accounts.

Risks include market risk tied to index performance, credit risk from issuer and guarantor, liquidity risk due to optional market-making by Goldman Sachs & Co. LLC, and absence of interest payments since returns derive solely from index-linked settlement amounts at maturity.

Program Context and Goldman Sachs Structured Products Strategy

These Index-Linked Notes are issued under GS Finance Corp.'s Medium-Term Notes program, operational since at least 2008. The program exemplifies Goldman Sachs’ methodical approach to structured products combining fixed-income features with equity exposure. Utilizing the Series F framework enables efficient issuance with consistent governance.

The dual-index structure, linking both small-cap and large-cap U.S. equities, offers a unique risk-return profile by focusing on the weaker-performing index. This differentiates the product from direct index investments or simpler notes, reflecting Goldman Sachs’ commitment to developing diverse structured solutions tailored to investor needs.

Preliminary Pricing Status and Finalization Timeline

The July 23, 2026 filing is a preliminary pricing supplement, with certain pricing details such as underwriting discount, net proceeds, and market-making parameters pending finalization. This standard process allows Goldman Sachs to provide initial disclosure while completing pricing negotiations.

The expected trade date is August 31, 2026, with the original issue date on September 3, 2026. Upon final pricing supplement issuance, the exact face amount and pricing terms will be established. Goldman Sachs may increase the offering size post-initial sale with potentially different pricing and underwriting terms, consistent with structured note market practices.