Goldman Sachs Launches $13 Million Autocallable S&P 500 Index-Linked Notes Maturing in 2028

Offering Amount and Pricing Details

GS Finance Corp. issued Autocallable S&P 500 Index-Linked Notes totaling $13 million in face value, with a trade date of July 20, 2026, and an original issue date of July 23, 2026. The notes were sold at par (100% of face value) with a 0.1% underwriting discount, yielding net proceeds of 99.9%. These notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., ensuring investors have recourse to the guarantor if the issuer defaults.

The estimated value on the trade date was $995 per $1,000 face amount, below the $1,000 issue price. The offering includes an additional $5 per $1,000 face amount valid until November 19, 2026. This discount reflects embedded costs of the product’s features and credit risk premiums of both issuer and guarantor.

Automatic Call Feature and Redemption Terms

The notes include an automatic call mechanism allowing early redemption if market conditions are favorable. If the S&P 500 Index closing level is at or above the initial underlier level on the call observation date, July 26, 2027, the issuer will redeem the notes at $1,120 per $1,000 face value on July 29, 2027.

This autocall feature guarantees a fixed return if the index does not decline by the observation date but limits upside potential if the index surges before then. The $1,120 call price caps returns regardless of further index gains, balancing certainty with participation in market growth.

Upside Participation and Index-Linked Returns

If the notes are not called and the S&P 500 closes above 7,457.69 on the determination date, investors receive $1,000 plus a cash payment equal to $1,000 multiplied by the 100% upside participation rate and the index return. This means investors fully capture gains above the initial level without any cap.

The underlier return equals the difference between the final and initial levels divided by the initial level. For instance, a 10% gain to 8,203.46 would yield $1,100 per $1,000 face amount if not called. This unlimited upside distinguishes these notes from many structured products with capped returns.

Downside Protection and Buffer Mechanism

The notes offer downside protection via a 15% buffer. If the final index level is between 85% of the initial level (6,338.04) and the initial level, investors receive the full $1,000 face amount without loss. This shields investors from index declines up to 15%.

If the index falls below 85% of the initial level, investors receive a cash settlement calculated as $1,000 plus $1,000 times the 100% buffer rate multiplied by the sum of the underlier return and 15%. Losses beyond the 15% buffer are passed on dollar-for-dollar. For example, a 20% decline to 5,966.15 results in a $950 payment per $1,000 face value, reflecting a 5% loss beyond the buffer.

Important Dates and Maturity Information

The notes mature on July 20, 2028, with the final underlier level determined on July 17, 2028. The call observation date is set for July 26, 2027, about one year after issuance. Dates may be adjusted per the general terms supplement to account for market disruptions or non-trading days.

This structure creates a two-step timeline: the issuer may call the notes on the observation date if conditions are met; otherwise, investors hold to maturity. The two-year term offers a relatively short investment horizon, potentially shortened to one year if called.

Underlier Details and Initial Level Setting

The S&P 500 Index (Bloomberg symbol "SPX Index") serves as the underlier. The initial level was fixed at 7,457.69, the closing index level on July 17, 2026, which was lower than the closing level on the trade date of July 20, 2026, indicating a decline between those dates affecting potential outcomes.

Goldman Sachs & Co. LLC acts as calculation agent, responsible for determining underlier levels and settlement amounts. The S&P 500 is a widely followed benchmark, providing transparent performance metrics. Final underlier levels may be adjusted for index methodology changes or market disruptions as outlined in the general terms supplement.

Credit Risk and Guarantee Structure

Issued by GS Finance Corp. and fully guaranteed by The Goldman Sachs Group, Inc., these notes represent unsecured senior debt obligations of the issuer and guarantor. Investors should carefully review disclosures to understand credit risks, as there is no claim on specific assets.

The notes are not bank deposits, are not FDIC insured, and are not guaranteed by any bank or governmental agency. Credit spread changes and perceptions of Goldman Sachs’ creditworthiness can significantly impact liquidity and valuation.

Secondary Market and Valuation Risks

Investors selling notes before call or maturity will receive market value, influenced by factors like interest rates, S&P 500 volatility, and creditworthiness of GS Finance Corp. and Goldman Sachs Group. These can cause actual returns to differ substantially from hypothetical examples.

Goldman Sachs entities may act as market makers post-issuance, potentially creating conflicts of interest in pricing and liquidity. Bid-ask spreads may widen, especially during market stress.

Documentation and Registration Information

The notes are issued under GS Finance Corp.’s Medium-Term Notes, Series F program, registered under SEC number 333-284538. Offering documents include the July 20, 2026 pricing supplement, general terms supplement no. 17,745 (Jan 20, 2026), underlier supplement no. 49 (June 24, 2026), and prospectus supplements dated February 14, 2025. The pricing supplement overrides conflicting information in other documents.

Issued under the senior debt indenture dated October 10, 2008, with supplements, and trustee The Bank of New York Mellon, the notes are book-entry and represented by master note no. 3 dated March 22, 2021. Investors should review all documents for full terms, including default provisions and noteholder rights.

Hypothetical Scenarios and Illustrative Examples

The filing includes hypothetical examples demonstrating payment outcomes based on various S&P 500 closing levels at call and maturity dates. These assume purchase at issue price and holding to maturity or call, with key assumptions such as 100% upside participation and 85% buffer, excluding market disruptions.

These examples are for illustration only and do not predict actual results. Secondary market sales may yield returns differing significantly from these scenarios. The assumptions of purchase at par and holding to maturity may not reflect all investors’ experiences.