Goldman Sachs Launches $6.53 Million Leveraged Buffered S&P 500 Index-Linked Notes Maturing in 2028

Product Structure and Index-Linked Features

The notes are structured to track the S&P 500 Index performance from the trade date, July 16, 2026, through five averaging dates between January 11 and 18, 2028. The initial index level is fixed at 7,533.77 based on intra-day or closing values on the trade date. The final index level is calculated as the arithmetic average of closing levels on the five averaging dates, smoothing volatility throughout the measurement period.

These notes offer asymmetric returns: if the final index level surpasses the initial level, investors receive the principal plus gains multiplied by a 200% participation rate, capped at a maximum payout of $1,197.50 per $1,000 face value. This cap limits maximum returns to 19.75%, regardless of how much the S&P 500 rises. The filing notes no expected market disruptions or non-trading days on averaging dates, but actual outcomes may vary.

Downside Buffer and Risk Parameters

The notes include a 10% buffer protecting investors against moderate declines in the S&P 500 Index. If the index falls by up to 10%, investors receive the full $1,000 per $1,000 face value, effectively breaking even but forfeiting gains. However, if the index falls below 90% of the initial level, losses are amplified, with investors losing approximately 1.1111% of face value for every 1% the index declines beyond the buffer. This magnification means losses can exceed the actual index drop, and investors may lose their entire investment if the index declines sufficiently.

Pricing, Issuance, and Guarantee Details

The notes were issued at par (100% of face value) with a 0.15% underwriting discount, resulting in net proceeds of 99.85% of face value. The estimated value on the trade date was $993 per $1,000 face value, below the issue price, reflecting embedded risks and structured features. An additional payment of $7 per $1,000 face value is due by November 15, 2026.

The Goldman Sachs Group, Inc. fully and unconditionally guarantees the notes. They are not bank deposits and are not insured by the FDIC or any governmental agency, exposing investors to credit risk from both GS Finance Corp. and Goldman Sachs. The filing clarifies that these securities have not been approved or disapproved by the SEC or any regulatory body.

Calculation Methodology and Important Dates

Goldman Sachs & Co. LLC acts as the calculation agent, determining the final index level and settlement amount at maturity. The index return is calculated by dividing the difference between the final and initial levels by the initial level. The five averaging dates are January 11, 12, 13, 14, and 18, 2028, with January 18 serving as the determination and final averaging date. The maturity date is January 21, 2028, allowing a three-business-day settlement period.

All dates are subject to adjustment per the general terms supplement to account for non-trading days or market disruptions. Hypothetical examples illustrate potential settlement outcomes, but actual results may differ materially.

Issuer Credit Risk and Legal Framework

Investors bear credit risk related to GS Finance Corp. and The Goldman Sachs Group, Inc. The filing advises reviewing disclosures to understand all risks. GS Finance Corp. is a subsidiary of Goldman Sachs, a leading global financial institution. The guarantee applies solely to The Goldman Sachs Group, Inc., excluding subsidiaries unless specified.

The notes are issued under the senior debt indenture dated October 10, 2008, supplemented on February 20, 2015, with The Bank of New York Mellon as trustee. They are issued in book-entry form, represented by master note number 3 dated March 22, 2021, defining the contractual terms but not altering credit risk.

Secondary Market and Trading Information

GS Finance Corp. may use the prospectus for initial sales, while Goldman Sachs & Co. LLC or affiliates may engage in market-making transactions post-issuance. Unless otherwise notified, the prospectus is presumed used in secondary market trades. This may provide liquidity but also potential conflicts of interest.

Investors selling before maturity will realize returns based on market value at sale, influenced by interest rates, index volatility, and issuer creditworthiness. Holding to maturity results in cash settlement per the formula, but early sales may incur gains or losses, potentially significant if credit or market conditions worsen.

Prospectus Details and Regulatory Compliance

This pricing supplement is part of a multi-document prospectus, including a general terms supplement (January 20, 2026), underlier supplement (June 24, 2026), prospectus supplement (February 14, 2025), and base prospectus (February 14, 2025). It supersedes conflicting information and clarifies which terms apply.

The notes fall under GS Finance Corp.’s Medium-Term Notes, Series F program (registration number 333-284538). GS Finance Corp. has not authorized any information outside these documents, limiting liability and ensuring official disclosure.

Hypothetical Returns and Limitations

Illustrative examples show how different S&P 500 Index scenarios affect settlement amounts if notes are bought at face value and held to maturity, assuming no market disruptions or changes. The 200% upside participation, $1,197.50 maximum cap, and 10% buffer are demonstrated across scenarios. These serve as educational tools, not predictions.

No Interest Payments and Return Structure

The notes do not pay interest or coupons. Returns depend entirely on S&P 500 performance at maturity or sale. This structure offers leveraged upside with a limited downside buffer but no interim cash flow.

Purchasing at original issue price and holding to maturity can yield up to 19.75% return if the index rises sufficiently. Conversely, losses can reach 100% if the index declines more than about 10%. There is no protection beyond the buffer, and total loss is possible, as clearly stated in the filing.