Goldman Sachs Launches $2.14 Million NVIDIA-Linked Autocallable Notes Maturing in 2028

Note Structure and Underlying Asset Details

These notes are structured products issued under GS Finance Corp.'s Medium-Term Notes Series F program and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. They are linked to NVIDIA Corporation common stock, with the closing price of NVDA determining coupon payments, automatic call activation, and maturity payoffs. The initial underlying price was set at $207.29, based on either the intraday or closing price on the trade date of July 21, 2026. This price forms the reference point for all performance evaluations during the two-year term.

The total face amount issued is $2.141 million, priced at 100% of face value. However, the estimated value on the trade date was $975 per $1,000 face amount, reflecting a discount due to the product’s complexity and embedded costs. The underwriting discount was 1.85%, resulting in net proceeds of 98.15% of the original issue price. This includes a selling concession of up to 1.75% and a structuring fee of up to 0.1%, typical for such structured securities.

Contingent Quarterly Coupon Payments

Coupon payments occur quarterly and depend on NVIDIA’s stock price relative to the coupon trigger level. On each coupon observation date, holders receive $35 per $1,000 face amount for each coupon period elapsed, minus previously paid coupons, only if NVIDIA’s closing price is at or above 61% of the initial underlying price (approximately $126.44). If NVIDIA trades below this level on any coupon observation date, no coupon is paid for that period.

Coupon observation dates begin October 21, 2026, with payments made five business days later. The final observation date is July 21, 2028, which also determines the final underlying price for maturity calculations. The coupon payments accumulate only if the trigger condition is met at each observation date; missed coupons are not recovered.

Automatic Call Feature and Early Redemption

An automatic call feature allows early redemption if NVIDIA’s closing price reaches or exceeds the initial price of $207.29 on any call observation date. These call dates start January 21, 2027, and occur quarterly through April 21, 2028. Upon activation, GS Finance Corp. pays $1,000 per $1,000 face amount plus any due coupon on the call payment date.

This early redemption caps potential returns at approximately 0% if NVIDIA returns to its initial price, limiting upside for investors. Those who bought at the original issue price would receive principal back but might realize minimal or negative returns depending on timing. The relatively low threshold for the call feature means investors could experience shortened holding periods if NVIDIA maintains or gains value.

Maturity Payoff and Principal Loss Risks

At maturity on July 26, 2028, the payoff depends on whether NVIDIA’s final closing price is above the trigger buffer level of 61% of the initial price ($126.44). If the final price is at or above this level, holders receive full principal of $1,000 per $1,000 face amount. If below, the payment is adjusted by the percentage change in NVIDIA’s stock price, resulting in proportional principal loss.

This exposes investors to significant downside risk. For example, if NVIDIA closes at $100 at maturity, the underlier return would be -51.76%, leading to a settlement of about $482 per $1,000 face amount—a 51.8% loss. The disclosure warns investors could lose their entire investment if NVIDIA declines sufficiently below the trigger buffer level, highlighting the risk profile distinct from traditional fixed-income securities.

Credit Risk and Guarantee Structure

Issued by GS Finance Corp. and fully guaranteed by The Goldman Sachs Group, Inc., investors should evaluate credit risks of both entities. GS Finance Corp.’s ability to fulfill obligations depends on its financial health, while Goldman Sachs’ guarantee adds credit support. The notes are not bank deposits, are not FDIC insured, and are not obligations of any bank.

The notes are governed by a senior debt indenture dated October 10, 2008, supplemented February 20, 2015, with The Bank of New York Mellon as trustee. While the Goldman Sachs guarantee improves creditworthiness, it does not eliminate counterparty risk, and financial difficulties at the parent company could affect guarantee fulfillment.

Pricing Details and Valuation Insights

The original issue price was set at 100% of face value, with net proceeds of 98.15% after underwriting discounts. The estimated trade date value was $975 per $1,000 face amount, representing a roughly 2.5% discount reflecting complexity and embedded fees. An additional amount of $20 with an end date of January 25, 2027, is noted but not detailed.

Investors buying at original issue would face immediate mark-to-market losses if selling in secondary markets aligned with estimated values. Positive returns rely on coupon income or NVIDIA stock appreciation. The disclosure cautions returns depend partly on the purchase price, meaning secondary market buyers may experience different outcomes.

Secondary Market and Market-Making Considerations

GS Finance Corp. may issue additional notes using this prospectus at different prices and discounts, indicating this is the initial tranche of a potential series. Goldman Sachs & Co. LLC and affiliates may engage in market-making for these notes post-issuance, providing liquidity. The prospectus notes that unless otherwise stated, sales are part of market-making activities, affecting pricing and availability in secondary markets.

Liquidity and pricing in secondary markets depend on Goldman Sachs’ market-making willingness and demand for NVIDIA-linked products. Structured notes typically have wider bid-ask spreads and secondary prices may diverge from estimated values based on NVIDIA stock movements, volatility, and market conditions.

Documentation and Legal References

The pricing supplement is supported by General Terms Supplement No. 17,745 (January 20, 2026), a prospectus supplement (February 14, 2025), and a base prospectus (February 14, 2025). The supplement overrides conflicting prior information and does not contain all terms, requiring review of all documents for full details.

Notes will be issued in book-entry form under master note number 3 (dated March 22, 2021), held via the Depository Trust Company. Goldman Sachs & Co. LLC acts as calculation agent for coupons, returns, and settlements. The company disclaims authorization of external information beyond the official documents and notes the offering’s legality depends on jurisdiction.

Illustrative Scenarios and Investor Guidance

Hypothetical examples demonstrate how NVIDIA’s stock price on coupon dates affects payments and how final prices determine maturity payoffs. The company stresses these are not forecasts and that returns depend on purchase price and holding period. Examples assume original issue purchase and holding to call or maturity, with secondary market sales potentially differing.

Scenarios where NVIDIA trades between 61% and 100% of the initial price ($126.44 to $207.29) yield cumulative coupons but no principal gain, resulting in positive returns only if coupons accumulate sufficiently. Prices above initial trigger automatic call, capping returns at coupons plus principal. Prices below 61% expose investors to principal loss proportional to depreciation, potentially leading to negative overall returns.