Goldman Sachs Finance Launches $8.954 Million Autocallable Index-Linked Notes Maturing in 2031

Index-Linked Notes Structure and Automatic Call Feature

The notes include an automatic call provision enabling early redemption if both the Russell 2000 and S&P 500 indices close at or above their initial levels on any call observation date from January 19, 2027, through April 17, 2031. Upon automatic call, investors receive $1,000 per $1,000 face amount plus any accrued coupon. This mechanism caps investors’ participation in index gains as the notes redeem early when both indices perform strongly.

Automatic call dates coincide with quarterly coupon observation dates, starting January 19, 2027, and recurring every quarter thereafter. For investors, this feature offers certainty of return if both indices appreciate but limits upside potential beyond initial index levels once the notes are called.

Contingent Coupon Payment Conditions and Trigger Thresholds

Coupon payments of $25.375 per $1,000 face amount (2.5375% quarterly) are contingent on both indices closing at or above 70% of their initial levels on each coupon observation date. If either index closes below this threshold, no coupon is paid for that quarter, creating an all-or-nothing coupon structure.

Coupon observations occur quarterly from October 19, 2026, through July 17, 2031, with payments made three business days after each observation date. The potential annualized coupon rate of 10.15% applies only when both indices remain above the trigger levels. The estimated note value at trade date was $998 per $1,000 face amount, below the 100% original issue price, reflecting market pricing of embedded optionality and credit risk associated with GS Finance Corp. and The Goldman Sachs Group, Inc.

Maturity Payment Terms and Principal Loss Risk

At maturity on July 22, 2031, payment depends on the performance of the Russell 2000 and S&P 500 indices as measured on July 17, 2031. If both indices close at or above 70% of their initial levels, investors receive full principal of $1,000 per $1,000 invested. If either index closes below 70%, the maturity payment equals $1,000 plus $1,000 multiplied by the lesser performing index’s return, which can result in significant principal loss.

Since the underlier return is calculated as (final level - initial level) divided by initial level, a 50% decline in one index would reduce the maturity payment to $500 per $1,000 invested. The disclosure warns investors could lose their entire investment if the worst-performing index declines substantially, underscoring the principal-at-risk nature of these notes.

Underlying Indices and Performance Metrics

The notes track the Russell 2000 Index (small-cap U.S. stocks) and the S&P 500 Index (large-cap U.S. stocks), with initial levels set at 2,962.217 and 7,457.69 respectively on July 17, 2026. Performance calculations for coupons, automatic calls, and maturity payoffs are based on these initial levels. The notes’ payoff depends on the lesser performing index, not an average, increasing exposure to the weaker index’s performance.

This dual-index structure exposes investors to two market segments simultaneously. Both indices must remain above trigger levels for coupons, and the weaker index determines maturity payment, requiring correlated positive performance to maximize returns.

Credit Risk and Guarantee Details

Issued by GS Finance Corp. and fully guaranteed by The Goldman Sachs Group, Inc., the notes expose investors to credit risk from both entities. The guarantee ensures The Goldman Sachs Group, Inc. is liable for repayment obligations, but does not eliminate credit risk. Investors should review all offering documents to understand these risks.

These notes are unsecured corporate obligations, not bank deposits, and are not insured by the FDIC or any government agency. Changes in credit ratings or financial condition of the issuer or guarantor can affect note values independently of index performance.

Pricing, Valuation, and Underwriting

Priced on July 17, 2026, the notes had an original issue price of 100% of face amount with no underwriting discount. However, the estimated value at trade date was $998 per $1,000 face amount, reflecting a $2 discount due to embedded optionality and credit risk. The underwriting fee includes a structuring component up to 0.45% of face amount.

This discount indicates that the notes’ features result in a net cost relative to par value. The issuer’s net proceeds equal 100% of face amount, with embedded fees reflected in pricing rather than explicit deductions. Investors purchasing at issuance would incur an immediate unrealized loss if marked to market at estimated value.

Calculation Agent and Documentation

Goldman Sachs & Co. LLC acts as calculation agent, determining coupon payments, call triggers, and maturity payoffs based on published closing levels of the Russell 2000 and S&P 500 indices. The notes carry CUSIP 40054XNH7 and ISIN US40054XNH79, issued under a senior debt indenture dated October 10, 2008, with The Bank of New York Mellon as trustee.

Issued in book-entry form under master note number 3 dated March 22, 2021, ownership is recorded electronically via The Depository Trust Company. The July 17, 2026 pricing supplement supersedes conflicting prior documents. Investors should consult the full prospectus dated February 14, 2025, and related supplements for complete terms.

Secondary Market and Liquidity Considerations

GS Finance Corp. may use this prospectus for initial sales, while Goldman Sachs & Co. LLC and affiliates may engage in market-making post-issuance. Market-making provides liquidity but does not guarantee continuous two-sided markets.

Secondary prices will fluctuate with interest rates, equity volatility, credit spreads of GS Finance Corp. and The Goldman Sachs Group, Inc., and supply-demand factors. Investors buying above par post-issuance risk immediate losses if held to maturity without index appreciation, while those buying at discounts may benefit if indices remain above triggers.

Risks and Investor Considerations

Key risks include principal loss if either index falls below 70% of initial level by maturity, coupon risk due to contingent payments requiring both indices above trigger levels, and capped upside from the automatic call feature. Credit risk relates to issuer and guarantor financial health. Liquidity risk arises from potential wide bid-ask spreads and limited market-making obligations. Correlation risk exists because returns depend on the weaker index’s performance, and interest rate risk affects secondary market values.