Goldman Sachs Launches Market-Linked Securities Offering Leveraged Gains and 20% Downside Buffer Through August 2027

Investment Linked to Lowest-Performing Equity Index Among Four Major Benchmarks

The securities issued by GS Finance Corp. are structured to link returns to the performance of the single worst-performing index among the S&P 500, Dow Jones Industrial Average, Nasdaq-100, and EURO STOXX 50. The maturity payment depends on the percentage change of the lowest-performing index from its closing level on the pricing date, July 30, 2026, to its closing level on the calculation day, August 6, 2027. This means that even if three indices perform well, investors will only benefit from the performance of the index that declines the most. The filing clarifies that investors "will not benefit in any way from the performance of the better performing underliers" and will incur losses if any one index performs poorly despite favorable outcomes in others.

The starting level for each index is its closing value on July 30, 2026, and the ending level is the closing value on August 6, 2027. The lowest-performing underlier is identified based on the lowest percentage change during this period.

Enhanced Upside Participation with Minimum 114% Leverage

The securities offer a leveraged upside participation rate of at least 114%, allowing investors to capture gains exceeding the proportional increase of the lowest-performing index. If the lowest-performing index’s closing level rises above its starting level, investors receive the $1,000 face amount plus a positive return equal to at least 114% (to be finalized on the pricing date) of the percentage gain of that index. This leverage applies exclusively to the single worst-performing index.

The phrase "at least 114%" indicates the final participation rate will be set on the pricing date and may surpass this minimum. The maturity payment for gains is calculated as $1,000 plus ($1,000 multiplied by the lowest-performing index’s return multiplied by the upside participation rate). Gains in the better-performing indices do not affect the payout.

Downside Protection via 20% Buffer and Principal Risk Exposure

The securities include a 20% buffer to shield investors from initial losses. If the lowest-performing index declines but not beyond 20% from its starting level, investors receive the full $1,000 face amount at maturity with no loss. This buffer is based on 80% of the starting level of the lowest-performing index.

If the decline exceeds the 20% buffer, investors face full 1-to-1 exposure to losses beyond that threshold. Specifically, if the index closes below the 80% threshold, investors "will have 1-to-1 downside exposure to the decrease in the level of the lowest performing underlier in excess of the buffer amount and will lose some, and possibly up to 80%, of the face amount of your securities at maturity." The maturity payment in such cases is $1,000 plus [$1,000 multiplied by (underlier return plus buffer amount)]. Under extreme market conditions, investors may lose up to 100% of their principal.

Pricing Details and Estimated Security Value

The securities are offered at $1,000 each with an underwriting discount of up to $23.25, resulting in net proceeds of $976.75 per security to the issuer. Goldman Sachs & Co. LLC may also pay select securities dealers an additional fee up to 0.20% of the face amount for marketing and distribution services. The estimated value of the securities at pricing is expected to range between $925 and $955 per $1,000 face amount, reflecting the embedded cost of leverage and downside protection features.

The difference between the $1,000 offering price and the estimated value accounts for the costs of the embedded options and guarantees. Further valuation details and initial bid-ask prices are available on page PS-8 of the pricing supplement, providing investors with insight into the economic terms at issuance.

Credit Risk and Lack of Underlying Asset Claims

Credit risk is borne by GS Finance Corp. as issuer and The Goldman Sachs Group, Inc. as guarantor. The filing states that "all payments on the securities are subject to credit risk, and you will have no ability to pursue any securities included in any underlier for payment." Investors have no direct claims on the companies comprising the tracked indices; their recourse is solely against the issuer and guarantor. If either defaults, investors could lose part or all of their investment.

The securities are not bank deposits, are uninsured by the FDIC or any government agency, and are not bank obligations or guarantees. They are unsecured obligations dependent entirely on the creditworthiness of GS Finance Corp. and its guarantor.

Maturity Terms Without Early Redemption or Holder Repayment Options

The securities mature on August 11, 2027, subject to postponement due to market disruptions or non-business days. The filing confirms there is no option for early redemption by GS Finance Corp. or early repayment by holders. Investors can only exit early by selling the securities on the secondary market, though liquidity may be limited as the securities are not exchange-listed and are designed to be held to maturity.

The calculation day for determining ending index levels is August 6, 2027, with provisions for postponement. Any delay in the calculation day will similarly postpone the maturity date. Additional details on postponements and market disruption events are provided in the product supplement.

No Periodic Interest or Dividend Income

These market-linked securities do not pay periodic interest or dividends. Investors receive a single payment at maturity based solely on the performance of the lowest-performing index over the holding period. There are "no periodic interest payments or dividends," requiring investors to hold without interim income.

The lack of income combined with principal-at-risk exposure means these securities do not provide yield or guaranteed capital return, differing significantly from traditional bonds.

Important Dates and Offering Timeline

The preliminary pricing supplement was filed on July 22, 2026. The pricing date is July 30, 2026, when starting index levels and the exact upside participation rate (minimum 114%) will be finalized. The original issue date is August 4, 2026. The calculation day is August 6, 2027, and maturity payment is scheduled for August 11, 2027, subject to postponement.

The filing is registered under Registration Statement No. 333-284538 and references WFS Product Supplement No. 9 (January 20, 2026), Underlier Supplement No. 49 (June 24, 2026), Prospectus Supplement (February 14, 2025), and Prospectus (February 14, 2025), which provide the legal and disclosure framework.

Distribution and Underwriting Details

Goldman Sachs & Co. LLC and Wells Fargo Securities are distributing the securities. Goldman Sachs & Co. LLC receives an underwriting discount of up to $23.25 per $1,000 face amount (2.325%) and may pay selected dealers up to 0.20% of face amount for marketing and distribution. This reflects participation of primary dealers in the offering.

Additional information on distribution plans and conflicts of interest is available on page PS-19 of the pricing supplement. Net proceeds to GS Finance Corp. are $976.75 per $1,000 face amount, with estimated value at pricing between $925 and $955.

Regulatory Disclosures and Investor Warnings

The filing includes standard disclaimers that the Securities and Exchange Commission or other regulators have neither approved nor disapproved the securities nor verified the accuracy of the prospectus. Any contrary representation is a criminal offense. This highlights that SEC review does not imply endorsement of the investment.

Investors are cautioned that these are complex securities with risks beyond those of conventional debt. The principal-at-risk feature, leverage, and reliance on the single worst-performing index create a risk profile substantially different from traditional bonds or equity investments. Full disclosure review is advised to understand all risks, including credit risk of GS Finance Corp. and Goldman Sachs Group, Inc.