Goldman Sachs Launches Auto-Callable Securities Linked to Alphabet Inc. Stock Through 2029

Structure and Underlying Asset Details

These unsecured notes are issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc., making the creditworthiness of both entities critical for assessing default risk. The contingent income auto-callable securities’ cash flows and maturity depend on Alphabet Inc. Class A common stock (Bloomberg ticker: GOOGL UW) closing prices on specified observation dates. Investors do not hold Alphabet shares directly but receive payments based on the stock’s performance relative to predetermined price levels set at pricing.

The notes will not be listed on any exchange or interdealer quotation system, limiting secondary market liquidity and complicating early exit strategies. Offered in $1,000 denominations or multiples thereof, the notes target institutional and high-net-worth investors. The preliminary pricing supplement estimates a value range between $905 and $965 per note, indicating an upfront discount from par reflecting structuring costs and embedded options.

Contingent Quarterly Coupons and Memory Feature

These securities provide contingent quarterly coupons of at least $26.25 per $1,000 principal per quarter, subject to adjustment at pricing. Coupon observation dates occur quarterly from November 2, 2026, through July 31, 2029, with payments made three to four business days later. Coupons are payable only if Alphabet’s closing stock price on the observation date is at or above 65% of the initial share price.

The memory coupon feature allows investors to recover missed coupons on subsequent payment dates if the stock price rebounds above the downside threshold. Coupons not paid due to prices below the threshold remain outstanding and are payable later if the stock recovers. Once a missed coupon is paid, it will not be paid again. This mechanism offers some protection against temporary stock price declines during the three-year term.

Automatic Call and Early Redemption Terms

An automatic call feature permits early termination before the August 3, 2029 maturity. Call observation dates start November 2, 2026, and continue quarterly through April 30, 2029. If Alphabet’s closing stock price on any call date equals or exceeds the initial share price, the notes are called, and investors receive $1,000 per principal plus any due coupon. No further payments occur after the call date.

This creates asymmetry: investors bear full downside risk but upside is capped at principal plus coupons if the stock returns to its initial price. The call feature limits issuer exposure to stock appreciation while maintaining downside leverage. Investors’ maximum return derives from coupons and principal recovery without participation in stock gains beyond the initial price.

Principal-at-Risk and Downside Threshold

These notes are principal-at-risk investments, with potential loss of capital. The downside threshold is 65% of the initial share price; below this, coupons cease and principal repayment is reduced. On the July 31, 2029 valuation date, if the final share price is below this threshold, investors receive $1,000 multiplied by the ratio of final to initial share price.

For example, if the initial price is $100 and the final price is $50, investors recover $500 per $1,000 invested, a 50% loss. If the stock falls to zero, the entire principal is lost. Continuous stock prices below the threshold mean no coupons are paid, compounding losses. This risk profile targets investors willing to accept substantial risk for higher contingent yields.

Pricing, Underwriting, and Estimated Valuation

Pricing is expected around July 31, 2026, with issuance on August 5, 2026. Goldman Sachs & Co. LLC is the underwriter; Morgan Stanley Wealth Management acts as dealer. The original issue price is 100% of principal, with a 2.25% underwriting discount. Net proceeds to issuer are 97.75%. Morgan Stanley receives a $22.50 selling concession and a $5.00 structuring fee per note.

The estimated value range of $905 to $965 per note reflects embedded option costs, credit spreads, and issuer fees, indicating secondary market prices may vary based on Alphabet stock volatility, interest rates, and Goldman Sachs credit conditions. Goldman Sachs may offer additional securities post-pricing with different terms, affecting early investors.

Registration and Regulatory Information

The preliminary pricing supplement was filed under Rule 424(b)(2) of the Securities Act of 1933, linked to Registration Statement No. 333-284538, with a "Subject to Completion" header dated July 22, 2026. Final terms including initial share price, principal amount, and coupon rate will be set on pricing date.

The SEC or other regulators have not approved or disapproved the securities or verified prospectus accuracy. The notes are unsecured obligations, not insured by FDIC or any government agency, with repayment dependent on GS Finance Corp. and Goldman Sachs creditworthiness.

Term, Observation Dates, and Payment Schedule

The notes have a three-year term from August 5, 2026, to August 3, 2029. The final valuation date is July 31, 2029. There are 13 coupon observation dates quarterly through the final valuation, with payment dates three to four business days after observations. Call observation dates begin November 2, 2026, and continue through April 30, 2029, offering eight opportunities for early redemption if stock prices meet call criteria.

Investor Suitability and Risk Factors

Designed for investors seeking above-market contingent quarterly coupons and willing to accept principal loss risk, these securities suit high-net-worth individuals, institutions, and advisors familiar with structured products and credit and market risks. Key risks include credit risk of GS Finance Corp. and Goldman Sachs, stock price declines below the downside threshold eliminating coupons and reducing principal, reinvestment risk on early call, and limited liquidity due to non-listing.

Adjustment Provisions and General Terms

General terms supplements govern adjustments to observation, valuation, and share prices in response to corporate actions like stock splits or dividends. All dates are subject to adjustment to maintain economic intent. Investors should review the final prospectus and supplements for full details on adjustment mechanisms and their impact on returns and payment timing.

Secondary Market and Market-Making

Goldman Sachs & Co. LLC and affiliates may engage in market-making after initial offering, though securities are unlisted, limiting liquidity and transparency. Secondary market prices depend on supply-demand, Alphabet stock dynamics, interest rates, and Goldman Sachs credit conditions, potentially differing from initial issue price. Bid-ask spreads may be wide, increasing transaction costs for early exits. No specific guidance on secondary market depth or spreads is provided, requiring investors to assess liquidity through direct communication with Goldman Sachs or market participants.