Goldman Sachs Finance Launches $1.396 Billion Autocallable Index-Linked Notes Due 2034

Offering Structure and Automatic Call Provisions

The notes feature an automatic call mechanism enabling early redemption if the index meets or exceeds specified thresholds on annual observation dates starting July 20, 2027. The initial call level is set at 100.50% of the initial index level of 113.23. If the index closes at or above the call level on any observation date, investors receive $1,000 plus a call premium per $1,000 face value on the subsequent payment date. The call level rises annually, reaching 103.50% by the final call date in July 2033, encouraging early redemption as maturity approaches.

Call premiums increase each year, beginning at 11.30% in year one and reaching 79.10% by year seven, compensating investors for the opportunity cost of early redemption. Observation dates generally occur mid-July with payment dates three to five business days later. Investors should track index performance relative to call levels to assess early redemption likelihood.

Index Composition and Performance Methodology

The Goldman Sachs Momentum Builder Focus ER Index uses a daily rebalancing strategy to capture returns from assets with strong historical momentum while controlling volatility. It includes up to nine underlying indices spanning focused U.S. equities, developed market equities, developed market fixed income, emerging market equities, commodities, and a money market component earning the federal funds rate. Allocation is governed by constraints on realized volatility and asset weights to optimize returns within risk limits.

The index employs two risk controls: a 5% realized volatility cap and a momentum risk control that shifts capital to non-interest-bearing cash when volatility or momentum deteriorates. The index deducts the federal funds rate return daily and charges a 0.65% annual fee, reducing overall performance. Historically, a significant portion of the index has been allocated to cash or money market positions, which lowers returns on a pro rata basis.

Maturity Payoff and Index Return Calculation

At maturity on July 21, 2034, if not called earlier, investors receive a cash settlement based on the index closing on July 18, 2034. If the final index level exceeds 113.23, investors receive $1,000 plus $1,000 multiplied by the 100% upside participation rate and the index return, calculated as (final index level - initial index level) / initial index level. This provides full upside exposure to positive index performance.

If the final index level is equal to or below 113.23, investors receive only the $1,000 principal per note, offering downside protection at the initial index level. The notes pay no periodic interest; returns derive solely from index performance or early call redemption. The initial index level of 113.23 is based on the intra-day or closing level on July 17, 2026, adjusted if that day is not a trading day.

Credit Support via Goldman Sachs Guarantee

The Goldman Sachs Group, Inc. fully and unconditionally guarantees the notes, providing investors recourse to a leading global financial services firm if GS Finance Corp. faces financial difficulties. This guarantee shifts credit risk to The Goldman Sachs Group, Inc., enhancing credit quality relative to an unsecured obligation of the finance subsidiary alone. Investors should review credit risk disclosures for both entities, as deterioration could affect note values.

This guarantee is central to the notes’ risk and pricing profile. GS Finance Corp. operates as a special-purpose subsidiary within Goldman Sachs, with the parent company’s guarantee ensuring full backing. However, the guarantee does not mitigate market risk related to index performance or inflation risk impacting principal value.

Pricing and Distribution Details

Priced on July 17, 2026, the notes were issued at par (100% of face value). Goldman Sachs & Co. LLC earned a 4.5% underwriting discount, with net proceeds to the issuer at 95.5% of face value. The total offered amount is $1,396,000,000. Terms apply to initial sales; the issuer may offer additional notes with different pricing and underwriting terms.

Goldman Sachs & Co. LLC serves as the primary underwriter. The prospectus may be used for initial sales or subsequent market-making by Goldman Sachs or affiliates. Unless otherwise notified, confirmations indicate market-making transactions. The notes’ CUSIP is 40054XMN5 and ISIN is US40054XMN56, facilitating secondary market trading.

Risk Factors and Investor Guidance

These notes are not bank deposits and lack FDIC or government insurance. They are not bank obligations despite the Goldman Sachs guarantee. Investors assume credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc. Note values fluctuate with index performance, and purchasing above or below par affects realized returns.

The automatic call feature introduces reinvestment risk if notes are called early at higher prices, potentially requiring reinvestment in different interest rate environments. In weak markets, investors may hold notes with declining secondary market values. The 0.65% annual fee plus federal funds rate deductions reduce index returns daily, creating a performance drag compared to direct index investments. Historically significant allocations to cash and money market positions further reduce returns.

Registered Medium-Term Note Program and Documentation

The notes are issued under GS Finance Corp.’s Medium-Term Notes, Series F program (SEC registration number 333-284538), enabling issuance of debt securities with varying terms, each documented by a pricing supplement. The prospectus package includes the July 17, 2026 pricing supplement, June 25, 2026 MOBU Focus ER index supplements, and February 14, 2025 prospectus supplements and base prospectus.

The pricing supplement supersedes conflicting information in other documents. Investors must review all integrated materials to fully understand terms, fees, risks, and mechanics. The SEC registration ensures compliance with federal securities laws and standardized disclosure. Goldman Sachs has authorized only named agents to provide information or representations regarding these notes.

Index Methodology and Momentum-Based Allocation Strategy

The Goldman Sachs Momentum Builder Focus ER Index applies a quantitative strategy emphasizing assets with strong historical momentum while maintaining realized volatility below 5%. It evaluates nine underlying indices across multiple asset classes, selecting allocations to maximize historical returns within constraints on asset and class weights. This approach assumes momentum persistence, though past performance does not guarantee future results.

The momentum risk control reduces exposure to assets with weakening momentum, shifting capital to non-interest-bearing cash when volatility or momentum thresholds are breached. This built-in risk management can significantly reduce returns during volatile markets due to cash allocations. The index rebalances daily, resulting in high turnover and potential trading costs in live portfolios. The disclosed fee and deduction structure transparently illustrates the impact on returns versus passive benchmarks.

Investor Suitability and Secondary Market Liquidity

These autocallable notes suit investors seeking index-linked growth with downside protection at the initial index level and acceptance of call risk. Investors should be comfortable with equity exposure, reinvestment risk from early calls, and lack of periodic income. The 0.65% annual fee materially affects long-term returns and should be compared to alternatives before investing.

Secondary market liquidity depends on market conditions and credit quality of Goldman Sachs Group and GS Finance Corp. Early exit may involve selling below par depending on index performance and credit spreads. Goldman Sachs & Co. LLC typically provides liquidity but is not obligated to quote prices during stressed markets. Investors should consider holding notes to maturity or early call dates rather than active trading.