Goldman Sachs Finance Introduces Autocallable Index-Linked Notes with Contingent Monthly Coupons Maturing in 2028

Index-Linked Notes Structure and Payment Framework

GS Finance Corp. issues these Autocallable Contingent Coupon Index-Linked Notes under its Medium-Term Notes, Series F program, fully guaranteed by The Goldman Sachs Group, Inc. The notes are tied to three key equity indices: Nasdaq-100, Russell 2000, and S&P 500. The structure features multiple observation dates and trigger levels to generate variable returns over the two-year term.

Critical trigger thresholds include a 70% coupon trigger level for monthly payments and a 60% trigger buffer level that determines principal loss risk at maturity. Investors receive coupons if all indices close above 70% of their initial levels but face principal loss if any index closes below 60% at maturity. This design aims to enhance yield while shifting considerable downside risk to investors.

Contingent Monthly Coupon Payment Details

Monthly coupon payments of $8.792 per $1,000 face amount are paid if, on each coupon observation date, all three indices close at or above 70% of their initial levels. This equates to approximately 0.8792% monthly or up to about 10.55% annually if all coupons are paid and the notes are held to maturity without an early call.

If any index closes below 70% on a coupon observation date, no coupon is paid for that month. The notes feature 24 monthly coupon observation dates from August 31, 2026, through July 31, 2028, with payment dates typically three business days later.

Automatic Call Feature and Early Redemption

The notes include an automatic call option enabling early redemption if all indices close at or above their initial levels on any of six quarterly call observation dates: January 29, April 29, July 29, October 29, 2027, January 31, and May 1, 2028. Upon automatic call, investors receive $1,000 per $1,000 face amount plus any accrued coupon.

This feature benefits the issuer by capping investor upside if the indices perform well, limiting returns despite potential further gains. The quarterly call dates provide multiple opportunities for early termination during the two-year term.

Principal Loss Risk and Trigger Buffer Mechanics at Maturity

At maturity on August 3, 2028, if all indices remain above 60% of their initial levels, investors receive full principal. However, if any index closes below 60%, principal repayment is reduced proportionally to the lowest-performing index's return. For example, a 20% decline in the weakest index results in an $800 payout per $1,000 invested. Declines of 40% or more correspond to equivalent principal losses. The pricing supplement warns of the possibility of total loss in extreme market downturns.

Trade Date Valuation and Pricing Considerations

The notes are initially valued between $925 and $955 per $1,000 face amount on the trade date, reflecting embedded costs of the structured features and derivatives. The original issue price is 100%, indicating a discount at issuance. Details on underwriting discounts, net proceeds, aggregate offering size, and specific investor pricing remain to be finalized on the July 29, 2026 trade date.

Underlying Indices and Market Exposure

The notes are linked to three major U.S. equity indices: Nasdaq-100 (NDX), representing large non-financial tech and growth companies; Russell 2000 (RTY), covering approximately 2,000 small-cap U.S. firms; and S&P 500 (SPX), a broad large-cap benchmark. This selection exposes investors to diversified yet correlated U.S. equity market risks, with performance driven by the weakest index among the three.

The structure concentrates risk on the lowest-performing index, potentially triggering coupon suspension and principal loss simultaneously during broad market declines. Sector rotations, size effects, and valuation shifts may cause differential index performance.

Goldman Sachs Group Guarantee and Credit Risk

The Goldman Sachs Group, Inc. fully and unconditionally guarantees GS Finance Corp.'s obligations under the notes. While this extends credit risk to Goldman Sachs itself, the notes are not bank deposits, are not FDIC insured, and are not guaranteed by any bank or government agency. Investors should consider the creditworthiness of both GS Finance Corp. and Goldman Sachs Group as a material factor.

Issued under a senior debt indenture dated October 10, 2008, with supplements and The Bank of New York Mellon as trustee, Goldman Sachs & Co. LLC acts as calculation agent. Relevant disclosures and underwriting details are incorporated from prospectus supplements dated February 14, 2025.

Coupon Observation and Payment Schedule

Coupon observation dates occur monthly from August 31, 2026, through July 31, 2028, with payments generally made three business days later. The final coupon payment coincides with maturity on August 3, 2028. Quarterly call observation dates overlap with certain coupon dates, consolidating assessments of coupon eligibility and automatic call triggers.

Investors should review the full schedule to understand coupon risk and early redemption opportunities throughout the two-year term.

Supplemental Documents and Full Terms

The pricing supplement incorporates additional terms from supplemental documents, including general terms supplement number 17,745 (January 20, 2026), underlier supplement number 49 (June 24, 2026), and prospectus supplements dated February 14, 2025. The supplement supersedes conflicting information and should be read alongside all referenced materials for a comprehensive understanding.

Goldman Sachs disclaims authorization of third-party information and urges investors to review all documents thoroughly before investing.

Market-Making and Secondary Market Liquidity

GS Finance Corp. may use the prospectus for initial sales, and Goldman Sachs & Co. LLC or affiliates may engage in market-making transactions post-issuance. Unless otherwise stated, secondary market transactions may occur using this prospectus. However, liquidity is not guaranteed, bid-ask spreads may be wide, and market-making may be suspended during periods of stress.

Investors should not assume the ability to sell notes at favorable prices and should factor potential liquidity constraints into their decisions. Details on other market makers and specific secondary market terms are not disclosed.