Goldman Sachs Launches Autocallable Buffered Basket-Linked Notes Featuring Nine Equities with 2028 Maturity

Note Structure and Maturity Payoff Mechanics

The Autocallable Buffered Basket-Linked Notes feature a tiered payoff structure based on the basket’s closing level on the determination date in July 2028. If not called early, investors receive one of three outcomes per $1,000 face amount. The payoff begins with the basket return, calculated as the percentage change from the initial basket level of 100 to the final basket level.

If the basket return is positive (final level above initial), investors receive $1,000 plus $1,000 multiplied by 1.25 times the basket return, providing 125% leveraged upside participation. If the basket return is zero or negative but no lower than -20%, investors get the full $1,000 principal, offering capital protection up to a 20% decline. For basket returns below -20%, investors receive $1,000 plus $1,000 times 1.25 multiplied by the basket return plus 20%, limiting downside loss to about 25% below par.

Automatic Call Feature and Early Redemption Details

The notes include an automatic call provision effective on the call observation date, July 30, 2027, one year post-trade date. If the basket closes at or above its initial level of 100, the notes will be automatically called and redeemed early. Upon call, investors receive at least $1,221.60 per $1,000 face amount on the expected call payment date of August 4, 2027. This feature offers an early exit opportunity if the basket performs well within the first year.

This automatic call caps investor returns at the early redemption amount if the basket appreciates to or beyond its initial value within one year. The exact call payment depends on market conditions and the basket’s closing level on July 30, 2027. Once called, the notes terminate, and no further gains beyond the call payment are possible.

Basket Composition and Equal Weighting Methodology

The notes are linked to an equally weighted basket of nine common stocks from major exchanges, each initially weighted about 11.111%. The specific stocks and tickers are detailed on page S-3 of the prospectus supplement. Initial basket stock prices are set on July 17, 2026, which may differ from closing prices on the expected trade date of July 20, 2026.

This equal-weighting strategy prevents any single stock from dominating performance, with gains and losses across the nine stocks blending to determine overall basket returns. Each stock’s contribution is calculated by dividing its price by its initial basket price and multiplying by approximately 11.111%, making the payoff dependent on the collective performance through the call observation and maturity dates.

Estimated Valuation and Pricing Insights

The preliminary prospectus supplement estimates the notes’ value at issuance (July 20, 2026) between $900 and $930 per $1,000 face amount. This discount to par reflects embedded derivatives, leverage, basket linkage, and issuer credit risk, based on Goldman Sachs & Co. LLC’s pricing models and credit spreads.

Goldman Sachs & Co. LLC may act as market maker post-issuance, with initial bid-ask prices near the estimated value plus an additional amount outlined in the final prospectus supplement. This additional amount declines linearly to zero by a specified date, after which prices reflect only the current estimated value. The firm is not obligated to maintain a market, and note values may fluctuate unpredictably.

Issuance Details and Offering Timeline

The notes have an original issue date of July 23, 2026, priced at 100% of face value. The offering is under Registration Statement No. 333-284538, filed as a preliminary prospectus supplement pursuant to SEC Rule 424(b)(2). Goldman Sachs & Co. LLC is the placement agent, with JPMorgan serving as co-placement agent. Certain national banks acting as purchase agents will pay a purchase price at a specific percentage of face amount and will not receive underwriting discounts.

Underwriting discounts and selling concessions are subject to finalization and detailed in the final prospectus supplement, with a selling concession up to 1.5% noted preliminarily. GS Finance Corp. may use this prospectus for initial sales, and Goldman Sachs & Co. LLC or affiliates may use it for market-making after issuance. Net proceeds and potential additional note sales at varying terms will be disclosed in the final supplement.

Guarantee Structure and Credit Risk Considerations

The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., GS Finance Corp.’s parent. This guarantee covers all payment obligations, including redemption at maturity or early call, regardless of basket performance. The notes are senior debt obligations issued under the senior debt indenture dated October 10, 2008, as supplemented February 20, 2015, with The Bank of New York Mellon as trustee.

Credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc. impacts note value and safety. While the guarantee provides strong backing, these notes are not bank deposits and are not insured by the FDIC or any government agency. Additional credit risk disclosures are available on page S-24 of the prospectus supplement. Investors should perform thorough due diligence on the guarantor’s financial condition.

Risk Factors and Important Investor Information

The prospectus supplement highlights several risks: the notes pay no interest, so returns rely entirely on basket performance and payoff formulas. Investors may receive less than principal if the basket declines more than 20%, as the 20% buffer does not fully protect against losses beyond approximately 25%. The equal-weighted basket structure means gains in some stocks may be offset by losses in others. The automatic call feature introduces reinvestment risk if the notes are redeemed early. Limited liquidity relative to underlying stocks and dependence on Goldman Sachs’ market-making willingness add trading risks.

Integration with GS Finance Corp.’s Medium-Term Notes Program

These notes are issued under GS Finance Corp.’s Medium-Term Notes, Series F program, governed by a base prospectus dated February 14, 2025. The July 20, 2026, prospectus supplement supersedes conflicting base prospectus information but should be read in conjunction with it and other program documents for full understanding of terms and risks.

The GSFC 2008 indenture, as supplemented, governs issuance, payment, and security. Notes are issued in book-entry form, represented by master note no. 3 dated March 22, 2021, with holdings maintained electronically via The Depository Trust Company or similar. The notes’ CUSIP and ISIN are 40054XSA7 and US40054XSA71, respectively, which investors should verify when purchasing.

Final Prospectus Completion and Regulatory Status

The July 20, 2026 prospectus supplement is preliminary and subject to completion. Key details such as underwriting discounts, net proceeds, additional pricing amounts, and dates for the decline of additional market-making amounts remain to be finalized. Terms may be modified before the final supplement is issued, so investors should review the final document carefully prior to investing.

The filing includes standard disclaimers that neither the SEC nor any regulator has approved or disapproved the securities or verified the prospectus’ accuracy. The notes are not bank deposits and are not insured by any government agency beyond The Goldman Sachs Group, Inc.’s guarantee. Investors should await the final prospectus supplement for complete pricing, underwriting, and terms before making investment decisions.