Goldman Sachs Issues Autocallable Equity-Linked Notes Backed by Apple, Meta, and NVIDIA Stocks

Autocallable Notes Structure and Operational Details

GS Finance Corp. structured these equity-linked notes as part of its Medium-Term Notes, Series F program, backed unconditionally by The Goldman Sachs Group, Inc. The notes carry CUSIP 40054XU63 and ISIN US40054XU637, with a maturity spanning five years from July 30, 2026, to July 31, 2031. Goldman Sachs & Co. LLC serves as the calculation agent responsible for all valuations and coupon determinations throughout the notes’ lifecycle.

Issued in book-entry form under master note number 3 dated March 22, 2021, the notes are governed by the senior debt indenture dated October 10, 2008, supplemented by the First Supplemental Indenture dated February 20, 2015 (GSFC 2008 indenture). Final terms including pricing, underwriting discounts, and net proceeds will be determined on the trade date of July 27, 2026, with some provisions subject to adjustment.

Three-Stock Underlying Basket and Coupon Trigger Details

The notes’ performance hinges on Apple Inc. (AAPL UW), Meta Platforms, Inc. (META UW), and NVIDIA Corporation (NVDA UW) common stocks. These prominent technology sector equities serve as the core drivers of returns. The initial underlying level for each stock is set at the intra-day or closing price on the trade date, July 27, 2026, establishing the baseline for coupon and call feature assessments.

The coupon trigger is fixed at 78% of each stock’s initial level, meaning quarterly coupon payments are made only if all three stocks close at or above their respective coupon trigger thresholds. This all-or-nothing structure requires simultaneous performance across all three underliers, distinguishing these notes from simpler structured products where average or best performer metrics might apply.

Coupon Payment Schedule and Amounts

On each coupon payment date, assuming the notes have not been called, GS Finance Corp. will pay $23 per $1,000 face amount or no payment depending on whether all three underliers meet the coupon trigger level on the coupon observation date. The $23 quarterly payment equates to a 2.3% quarterly coupon, or 9.20% annualized if all coupons are paid. However, any underlier closing below its threshold results in no coupon for that quarter.

Coupon observation dates begin in October 2026 and continue quarterly through July 2031, with payments occurring a few business days after each observation. The final coupon observation date is July 28, 2031, with the last payment on July 31, 2031. Dates may be adjusted as outlined in the general terms supplement referenced in the prospectus.

Automatic Call Feature and Early Redemption Terms

These autocallable notes include an automatic call feature allowing GS Finance Corp. to redeem the notes early if all three underliers close at or above their initial levels on call observation dates starting July 27, 2027, through April 28, 2031. Upon triggering, investors receive $1,000 principal per $1,000 face amount plus any due coupon on the subsequent call payment date, ending the note.

This feature shapes the investment’s payoff profile: early redemption caps upside potential if the underliers perform well early, while at maturity investors receive principal repayment without additional equity appreciation if underliers decline but remain above initial levels. Investors benefit from stable or modestly rising stock prices through coupon payments and principal return but do not participate in gains beyond initial levels.

Pricing and Issue Price Details

The preliminary pricing supplement estimates the notes’ value on the trade date between $885 and $925 per $1,000 face amount, below the original issue price of 100%. This discount reflects embedded option costs such as the automatic call and contingent coupon features. Secondary market prices may vary significantly from the issue price, and the estimate is subject to change based on market conditions.

The original issue price is 100% of face value, with an underwriting discount percentage yet to be disclosed. Net proceeds after underwriting fees are also pending finalization. Issue prices and underwriting discounts may vary for subsequent offerings, affecting the notes’ return profile.

Credit and Guarantee Structure

Credit risk is tied to GS Finance Corp. as issuer and The Goldman Sachs Group, Inc. as guarantor. GS Finance Corp. is the primary obligor, with full and unconditional guarantee by Goldman Sachs, one of the world’s largest investment banks. Investors have recourse to Goldman Sachs’ creditworthiness if GS Finance Corp. defaults. Additional credit risk disclosures are available on page PS-7 of the supplement.

These notes are not bank deposits and are not insured by the FDIC or any government agency. They represent unsecured debt obligations guaranteed by Goldman Sachs but carry credit risk that may impact secondary market value independent of stock performance.

Comprehensive Documentation and References

The preliminary pricing supplement forms part of the full offering documents, which include General Terms Supplement No. 17,745 (dated January 20, 2026), a Prospectus Supplement (dated February 14, 2025), and a Prospectus (dated February 14, 2025). This supplement supersedes conflicting prior information, and investors should review all materials to fully understand terms and conditions.

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. Only authorized persons listed in the prospectus may provide information about the notes. Goldman Sachs & Co. LLC may act as market maker post-issuance, potentially influencing pricing and liquidity.

Secondary Market and Market-Making Considerations

The prospectus notes that unless otherwise specified at sale confirmation, the document supports market-making activities by Goldman Sachs affiliates. These activities are discretionary and may be suspended or altered, meaning secondary market liquidity is not guaranteed. Bid-ask spreads may be wide, especially under adverse market conditions or reduced demand for equity-linked notes.

Liquidity depends on Goldman Sachs’ willingness to maintain a secondary market. Unlike exchange-traded securities, these structured notes may face limited liquidity and wider spreads. Early sale prices may be substantially below purchase or estimated values due to market, stock price, interest rate, and credit quality changes.

Regulatory Status and Risk Disclosures

The supplement clarifies that neither the SEC nor any regulatory authority has approved or disapproved the notes or verified the prospectus’s accuracy. Any contrary claims are criminal offenses. Investors must independently assess the investment’s suitability without relying on regulatory endorsement. Final terms remain subject to change based on market conditions and demand at pricing.

These notes are not bank deposits, are uninsured by the FDIC or other agencies, and are not bank obligations. They are unsecured structured products issued by a non-bank financial entity. Final pricing, underwriting discounts, and amounts will be finalized on or after the trade date, with the completed prospectus reflecting these terms.