Goldman Sachs GS Finance Launches 3-Year Autocallable Notes Linked to Dow Jones, Russell 2000, and Tech ETF

Structure and Contingent Coupon Details

GS Finance Corp.'s notes are structured products embedding contingencies linked to three market benchmarks and an equity ETF. Monthly coupon payments depend on the closing prices of the Dow Jones Industrial Average, Russell 2000 Index, and State Street Technology Select Sector SPDR ETF on specified observation dates. If all three underliers close at or above 70% of their initial levels on a coupon observation date, investors receive $8.959 per $1,000 face amount monthly, equating to an approximate 10.75% annual yield. If any underlier falls below this 70% threshold, no coupon is paid for that month.

Investors face the risk of complete principal loss. At maturity, if the notes are not automatically called, the cash settlement depends on whether all underliers close above 60% of their initial values. If so, investors receive $1,000 plus accrued coupons. If any underlier closes below 60%, investors receive $1,000 adjusted by the return of the worst-performing underlier, potentially resulting in significant principal loss.

Automatic Call and Early Redemption Features

The notes include an automatic call feature allowing early redemption starting January 25, 2027, through June 25, 2029. If on any call observation date all underliers close at or above their initial levels, the notes redeem automatically at $1,000 per $1,000 face amount plus any due coupon. This feature enables early exit for investors and benefits issuers in strong markets. Early redemption could occur as soon as January 28, 2027, just six months post-issuance on July 29, 2026.

Underlier Composition: Dow Jones, Russell 2000, and Technology ETF

The notes’ returns are linked to three key U.S. equity market indicators: the Dow Jones Industrial Average (large-cap blue-chip stocks), Russell 2000 Index (small-cap equities), and the State Street Technology Select Sector SPDR ETF (technology sector exposure). The "worst-of" underlier determines final payments if no early call occurs, exposing investors to correlation risk and limiting benefits from outperforming indices. The technology ETF exposure is based on the State Street product’s performance, introducing additional counterparty and fund management risks.

Pricing and Issuance Economics

The pricing supplement dated July 20, 2026, estimates the notes’ value between $925 and $955 per $1,000 face amount at trade date July 24, 2026, reflecting discounts due to embedded derivatives, contingent coupons, automatic call features, and downside protection limits. The original issue price is 100% of face value, with possible variations for some investors as noted in the distribution plan. The notes are issued under GS Finance Corp.'s Medium-Term Notes, Series F program and fully guaranteed by The Goldman Sachs Group, Inc.

Coupon Payment Schedule and Observation Dates

Coupon observations and payments occur monthly from August 2026 through July 2029. Coupon observation dates fall on the 24th or 25th of each month, with payments following a few business days later. Call observation dates span January 25, 2027, through June 25, 2029. This monthly evaluation schedule exposes investors to market volatility risks, with 36 coupon observation points and 30 call observation points over the term.

Risk Profile: Principal Loss and Coupon Forfeiture

Investors face significant downside risks if any underlier falls more than 40% below initial levels. For instance, a 50% drop in the technology ETF while other underliers remain flat would cause a 50% principal loss. The notes explicitly warn of potential total loss if any underlier falls to zero. Coupon payments are forfeited monthly if any underlier closes below 70%, increasing the risk of missed income. Principal repayment at maturity can be reduced proportionally if underliers close between 0% and 60% of initial levels.

Guarantee and Credit Risk Considerations

The Goldman Sachs Group, Inc. fully and unconditionally guarantees all payments under the notes, ensuring obligations are met even if GS Finance Corp. faces financial distress. These notes are not bank deposits and lack FDIC insurance, making the creditworthiness of Goldman Sachs a key factor for investors. The issuance under the Medium-Term Notes, Series F program reflects a standard structured product vehicle backed by the parent company's credit.

Calculation Agent and Settlement Procedures

Goldman Sachs & Co. LLC acts as calculation agent, responsible for determining underlier levels, coupon amounts, call events, and final settlement values. Their decisions are binding under the notes’ terms. Adjustment provisions for extraordinary events are detailed in General Terms Supplement number 17,745 dated January 20, 2026. The notes carry CUSIP 40054XSJ8 and ISIN US40054XSJ80 and may be subject to secondary market making by Goldman Sachs affiliates, which could impact liquidity and pricing.

Prospectus and Documentation Overview

The July 20, 2026 pricing supplement forms part of the full prospectus, incorporating by reference several foundational documents including General Terms Supplement #17,745, Underlier Supplements (ETFs) #3 and #49, and prospectus supplements dated February 14, 2025. The supplement supersedes conflicting information but investors should review all documents to fully understand terms. Some adjustment provisions and market disruption definitions are detailed only in referenced supplements. Offers are valid only where lawful, with final terms set on the trade date.