Goldman Sachs Launches Autocallable Equity-Linked Notes Backed by NVIDIA Stock Performance

Details on Structure and Terms of NVIDIA-Linked Notes

GS Finance Corp. issues these equity-linked notes, which derive value from NVIDIA Corporation’s common stock performance. The trade date is set for July 29, 2026, with an original issue date of July 31, 2026, and maturity on August 2, 2029. The notes are issued under the senior debt indenture dated October 10, 2008, as supplemented, and fully guaranteed by The Goldman Sachs Group, Inc.

The initial underlier level, established on the trade date, serves as the reference point for coupon payments, automatic call triggers, and final settlement. This level will be either an intraday or closing price of NVIDIA stock on July 29, 2026. The final underlier level is determined on July 30, 2029, the last coupon observation date before maturity. Goldman Sachs & Co. LLC acts as the calculation agent overseeing all performance calculations and payment determinations.

Monthly Coupon Payment Conditions and Thresholds

Investors receive monthly coupons of $12 per $1,000 face amount (1.2% monthly, up to 14.40% annualized) only if NVIDIA’s stock closes at or above 70% of the initial underlier level on coupon observation dates. If the stock closes below 70% on any coupon observation date, no coupon is paid for that month.

Coupon observation dates begin August 31, 2026, with payments starting September 3, 2026, continuing monthly through June 29, 2029, with the final coupon payment on July 5, 2029. This schedule provides frequent income opportunities contingent on NVIDIA’s stock price maintaining sufficient levels.

Automatic Call Feature and Early Redemption Process

The notes include an automatic call feature allowing early redemption at par if NVIDIA’s stock closes at or above the initial underlier level on any call observation date, starting January 29, 2027. Upon triggering, GS Finance Corp. will redeem notes at $1,000 per $1,000 face amount on the subsequent call payment date, plus any due coupon.

This feature caps investors’ upside, as strong stock performance results in early principal return rather than extended participation in gains. Once called, the notes terminate, preventing further equity appreciation exposure, differentiating them from direct NVIDIA stock ownership.

Downside Risk and Maturity Loss Exposure

Investors face the risk of losing principal if NVIDIA’s stock declines significantly by July 30, 2029. At maturity, if the final underlier level falls below 60% of the initial level, investors receive $1,000 plus the product of $1,000 and the underlier return, which may be negative.

For instance, a 50% stock decline results in a final underlier level at 50%, causing investors to receive $500 per $1,000 face amount. If the stock price falls to zero, total loss occurs. The only downside protection is full principal repayment if the final underlier level stays at or above 60% of the initial price.

Dependence on NVIDIA Stock Performance as Key Risk Factor

The notes’ returns and risks hinge entirely on NVIDIA Corporation’s stock price from trade date through maturity. NVIDIA, a semiconductor and GPU designer focused on AI accelerators and system-on-chip units, influences the notes’ value through earnings, competitive positioning, regulatory environment, macroeconomic factors, and tech sector investor sentiment.

These notes offer a leveraged exposure to NVIDIA’s stock over approximately three years ending August 2, 2029. Unlike direct stock ownership, they provide enhanced income via contingent coupons if the stock remains above 70% of initial price, but limit upside through the automatic call and provide no dividends. The estimated note value at trade date ranges from $925 to $955 per $1,000 face amount, indicating issuance below par.

Pricing Details and Issue Price Considerations

The preliminary pricing supplement reveals the estimated value at trade date is $925 to $955 per $1,000 face amount, below the original issue price of 100%. This implies an immediate loss of approximately 4.5% to 7.5% for investors purchasing at par if valued at secondary market levels on issuance day. The final additional amount and end date will be set on the trade date but are not yet specified.

Underwriting discounts, net proceeds, and original issue prices for certain investors remain to be finalized by July 29, 2026. The prospectus notes that issue prices may vary by investor category, with details forthcoming in the supplemental plan of distribution. Goldman Sachs & Co. LLC and other agents will receive compensation via underwriting discounts disclosed in the final pricing supplement.

Registration, Guarantee, and Issuance Framework

Issued under Registration Statement No. 333-284538 as part of the Medium-Term Notes, Series F program, these notes are fully guaranteed by The Goldman Sachs Group, Inc. under the senior debt indenture dated October 10, 2008, and supplemented February 20, 2015. The Bank of New York Mellon serves as trustee.

These notes are unsecured senior debt obligations of GS Finance Corp., not bank deposits, and are not FDIC insured or guaranteed by any bank. Investors’ principal and interest recovery depends on the creditworthiness of GS Finance Corp. and Goldman Sachs Group, Inc., in addition to NVIDIA stock performance.

Calculation Agent Responsibilities and Settlement Procedures

Goldman Sachs & Co. LLC is the calculation agent, responsible for determining initial and final underlier levels, underlier returns, coupon triggers, automatic call conditions, coupon payments, and maturity settlement amounts. Terms may be adjusted per general terms supplement number 17,745 dated January 20, 2026. Settlement occurs in cash on August 2, 2029, with all calculations binding unless manifest error is evident.

Market-Making and Secondary Market Activity

GS Finance Corp. may use this prospectus for initial note sales, and Goldman Sachs & Co. LLC or affiliates may engage in market-making transactions post-issuance. Unless otherwise stated, prospectus use in secondary trading indicates market-making activity, providing liquidity by purchasing from initial investors and reselling.

GS Finance Corp. may offer additional notes after this pricing supplement date at different issue prices and underwriting discounts. Investor returns will partly depend on the issue price paid, meaning economic outcomes may vary despite identical note terms and NVIDIA stock performance.

Documentation and Prospectus Details

This preliminary pricing supplement supplements the general terms supplement number 17,745 dated January 20, 2026, prospectus supplement dated February 14, 2025, and base prospectus dated February 14, 2025. It must be read alongside these documents, as it does not contain all note terms. It supersedes conflicting information but some features in the referenced documents may not apply.

The supplement is incomplete and subject to change. The SEC has neither approved nor disapproved the securities nor verified the prospectus accuracy. The offering is only lawful in authorized jurisdictions, and no other information beyond the prospectus and documents is authorized. The prospectus is current as of the supplement and document dates.