Goldman Sachs Finance Launches Autocallable Index-Linked Notes Featuring Tech, Small-Cap, and Broad Market Exposure

Structured Note Design and Multi-Index Exposure

This issuance represents a sophisticated structured product blending equity-linked features with an automatic call mechanism. GS Finance Corp., the issuer, is backed by a full guarantee from its parent, The Goldman Sachs Group, Inc., mitigating credit risk for investors. The notes’ three-index composition combines the tech-focused Nasdaq-100 Technology Sector Index, the small-cap Russell 2000 Index, and the broad-market S&P 500 Index, providing diversified exposure across market segments and capitalization sizes in the U.S. equity market.

The notes’ performance depends on the lowest-performing index among the three. Goldman Sachs & Co. LLC acts as the calculation agent, overseeing index level assessments and payment calculations. These notes are part of GS Finance Corp.'s Medium-Term Notes, Series F program, identified by CUSIP 40054XSL3 and ISIN US40054XSL37. Documentation references include general terms supplement no. 17,745 dated January 20, 2026, underlier-specific supplements, and a prospectus dated February 14, 2025.

Coupon Structure and Observation Timeline

Monthly coupon payments are contingent on barrier observations. On each coupon observation date, if all three indexes close at or above 60% of their initial levels, investors receive $10.042 per $1,000 face value. If any index closes below this threshold, no coupon is paid for that period. The coupon structure offers a potential annualized yield of approximately 12.05%, contingent on sustained barrier compliance.

Coupon observations begin August 24, 2026, and continue monthly through July 23, 2029, with payments typically made three business days after each observation. This schedule covers about 36 monthly periods. The contingent coupons introduce reinvestment risk and income variability, as missed payments are not recoverable.

Automatic Call Provision and Early Redemption

The notes include an automatic call feature enabling early redemption at par. Starting October 22, 2026, on each coupon observation date through June 22, 2029, if all three indexes close at or above their initial levels, the issuer will redeem the notes early. Investors receive $1,000 per $1,000 principal plus any due coupon on the subsequent payment date. This feature limits the maximum maturity to under three years if triggered.

This call mechanism benefits the issuer but may limit investor upside in rising markets, as notes are redeemed before further gains. Conversely, in flat or declining markets, investors retain exposure and face downside risk, including potential coupon interruptions.

Maturity Payment and Principal Risk

If not called early, maturity payment on July 26, 2029, depends on final index levels relative to a 60% trigger buffer. If all indexes finish above this threshold, investors receive par plus any final coupon. If any index closes below 60% of its initial level, redemption is reduced proportionally to the lowest-performing index’s return, potentially resulting in significant principal loss.

The filing warns investors could lose their entire principal if the lowest index declines 60% or more by maturity. This loss applies regardless of the performance of the other two indexes.

Pricing and Valuation Insights

Estimated value at trade date ranges from $925 to $955 per $1,000 face value, below par, reflecting embedded optionality costs such as the automatic call and contingent coupons. The underwriting discount percentage is unspecified in the preliminary pricing supplement.

Fields for "Additional amount" and "Additional amount end date" remain blank, pending finalization. Market prices post-issuance may vary based on index movements, interest rates, and volatility. Net proceeds to the issuer are not disclosed in this preliminary filing.

Index Selection and Market Segment Exposure

The three indexes offer distinct U.S. equity market exposures: Nasdaq-100 Technology Sector Index focuses on large-cap tech and innovation-driven companies; Russell 2000 Index represents small-cap stocks under $2 billion market cap, typically more volatile; S&P 500 Index covers the largest 500 U.S. companies across sectors, serving as a broad benchmark.

The multi-index structure means performance depends on the weakest index, creating interdependency risk. Strong tech gains may not offset losses in small-cap or broad-market indexes, potentially leading to missed coupons or principal loss. The requirement for all three indexes to meet initial levels for automatic call reduces likelihood of early redemption compared to single-index notes.

Credit Guarantee and Issuer Details

Notes are issued by GS Finance Corp. and fully guaranteed by The Goldman Sachs Group, Inc. This guarantee substitutes the issuer’s credit risk with that of Goldman Sachs, a leading investment bank. Investors assume credit risk of both entities. The notes are unsecured obligations, not bank deposits, and lack FDIC or other government insurance.

In financial distress scenarios, noteholders rank as unsecured creditors behind secured creditors and senior debt holders. The guarantee provides some protection but does not eliminate potential losses.

Trading, Settlement, and Distribution

The notes are offered under a preliminary pricing supplement filed pursuant to Rule 424(b)(2), linked to registration statement no. 333-284538. Trade date is July 22, 2026, with original issue date July 27, 2026. Goldman Sachs & Co. LLC is underwriter and calculation agent. Affiliates may engage in market-making post-issuance, offering potential secondary market liquidity.

Final terms, including underwriting discount and net proceeds, remain subject to completion. Investors should review the final pricing supplement and all associated documents before investing.

Risks and Barrier Features

The notes carry multiple risks: coupon payments depend on indexes staying above 60% barriers monthly, risking prolonged zero-coupon periods if any index underperforms. The automatic call feature limits upside by forcing redemption at par in strong markets. The maturity barrier at 60% imposes cliff risk, where slight underperformance leads to steep principal losses despite prior coupons.

The multi-index design increases the chance that at least one index falls below the barrier over three years, especially given the volatile small-cap Russell 2000. Diversification does not proportionally reduce this risk.

Documentation and Regulatory Compliance

The offering is supported by a comprehensive set of documents: pricing supplement, general terms supplement no. 17,745 (January 20, 2026), index supplements for Nasdaq-100 Technology Sector Index and underlier supplement no. 49 (June 24, 2026), prospectus supplement (February 14, 2025), and base prospectus (February 14, 2025). The pricing supplement supersedes conflicting information in these documents. Investors must review all materials to fully understand terms.

The notes are offered under the Securities Act of 1933 registration, with no SEC approval or disapproval implied. The filing cautions that misrepresentations are criminal offenses. Prospective investors should consult financial advisors to assess suitability and risks.