Goldman Sachs Finance Launches $18.1 Million Autocallable Index-Linked Notes Maturing in 2028

Index-Linked Notes Structure and Principal Risk

The offering documents clearly state that investors face significant downside risk, including the potential loss of the entire investment. At maturity, if the notes have not been automatically called, the payout depends on the worst-performing of the three equity indices. For each $1,000 face amount, investors will receive the full principal if all three indices finish at or above 65% of their initial levels; otherwise, they receive $1,000 adjusted by the negative return of the lowest-performing index.

The initial levels for the indices were set on the trade date, July 17, 2026, as follows: Dow Jones Industrial Average at 52,146.42, Russell 2000 Index at 2,962.217, and S&P 500 Index at 7,457.69. The final index levels will be determined on July 17, 2028, the last coupon observation date before maturity. Goldman Sachs & Co. LLC serves as the calculation agent to compute returns and payments based on the contractual terms.

Monthly Coupon Payments and Conditions

These notes pay a contingent monthly coupon on scheduled payment dates, contingent on the indices meeting performance thresholds. On each coupon observation date, if all three indices close at or above 65% of their initial levels, investors receive $8.459 per $1,000 face amount, equating to a 0.8459% monthly coupon or roughly 10.15% annualized. If any index closes below this threshold, no coupon is paid for that month.

The coupon schedule runs from August 20, 2026, through July 20, 2028, with monthly observations. The all-or-nothing coupon feature means that a decline in any single index below the 65% trigger results in forfeiture of that month’s coupon for all notes held, underscoring a key risk for investors.

Automatic Call Feature and Early Redemption

The notes include an automatic call provision enabling early redemption on any of seven quarterly call observation dates between October 19, 2026, and April 17, 2028. If on any call date all three indices close at or above their initial levels, the issuer will redeem the notes at par plus any accrued coupon on the subsequent call payment date.

This feature caps upside potential, as investors only benefit from gains up to the initial index levels on call dates. Should the call trigger, the notes may be redeemed as early as approximately three months after issuance, limiting further participation in market gains.

Indices Selection and Performance Measurement

The notes are linked to three major equity benchmarks: Dow Jones Industrial Average (Bloomberg: INDU Index), Russell 2000 Index (Bloomberg: RTY Index), and S&P 500 Index (Bloomberg: SPX Index). The "worst of three" structure means returns depend on the lowest-performing index rather than an average or best performer, increasing risk exposure if any single index underperforms significantly.

Returns for each index are calculated by comparing the final level on the determination date to the initial level, with the lowest return determining any principal loss if below the 65% trigger. Goldman Sachs & Co. LLC will perform all calculations based on closing levels on specified observation dates, with the final determination on July 17, 2028.

Issue Pricing and Investor Considerations

The notes were issued at 100% of face value without underwriting discounts, raising $18,071,000 in net proceeds. The trade date was July 17, 2026, with the original issue date on July 22, 2026. Pricing supplement number 25,999, dated July 17, 2026, notes that Goldman Sachs & Co. LLC estimated the notes’ value to be no less than face value at issuance, though this does not guarantee future value.

Additional notes may be sold after the initial offering at varying prices and underwriting terms. The return on investment depends partly on the purchase price, and secondary market prices may differ from initial terms. The notes are identified by CUSIP 40054XQT8 and ISIN US40054XQT80, issued in book-entry form under master note number 3 dated March 22, 2021.

Issuer Guarantee and Credit Risk

GS Finance Corp. issues the notes, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. Investors assume credit risk on both entities. These notes are not bank deposits, lack FDIC or governmental insurance, and are not obligations of any bank. Relevant supplements dated February 14, 2025, January 20, 2026, and June 24, 2026, are incorporated by reference and should be reviewed alongside the pricing supplement.

The notes are governed by the senior debt indenture dated October 10, 2008, between GS Finance Corp., Goldman Sachs as guarantor, and The Bank of New York Mellon as trustee, supplemented by the First Supplemental Indenture dated February 20, 2015. Investors extend credit to both the issuer and guarantor under this legal framework.

Document Hierarchy and Conflict Resolution

The pricing supplement supplements the prospectus dated February 14, 2025, along with related supplements. In case of conflicting terms, the pricing supplement takes precedence. Some features in referenced documents may not apply to these notes. The issuer disclaims authorization of information beyond the incorporated documents. Investors should review all materials to fully understand terms, risks, and conditions.

Market-Making and Secondary Trading

Goldman Sachs & Co. LLC or affiliates may engage in market-making transactions for these notes post-issuance. Unless otherwise stated in sale confirmations, the prospectus is used in market-making, implying potential secondary market trading. Pricing in secondary markets may vary from initial offering price, and liquidity is not guaranteed. Estimated note values reflect conditions as of July 17, 2026, and are subject to change.

Risk Factors and Potential Losses

The prospectus highlights scenarios where investors could lose principal or the entire investment. If the worst-performing index declines below the 65% trigger at maturity, principal is reduced accordingly (e.g., a 35% decline results in $650 per $1,000 principal returned). Credit risk of issuer and guarantor applies. The automatic call feature limits upside participation, and the contingent coupon structure means coupons may cease if indices decline. The "worst of three" structure amplifies risk due to reliance on the lowest-performing index.

Determination Dates and Maturity Schedule

The notes mature on July 20, 2028, about two years after the July 22, 2026 issue date. The final determination date for index levels is July 17, 2028. Coupon observations and payments occur monthly from August 2026 through July 2028. Seven quarterly call observation dates between October 2026 and April 2028 provide potential early redemption opportunities. Dates may be adjusted for market holidays or other factors as described in supplemental terms.

Investors should plan cash flow around monthly coupon payments and monitor quarterly call dates to anticipate possible early redemption. All terms and dates are subject to adjustments outlined in the offering documentation.