Goldman Sachs Launches Nasdaq-100 Linked Medium-Term Notes Featuring Bear Market Protection and Dual Directional Buffer

Note Structure and Maturity Return Profile

These notes are structured to provide differentiated returns based on the Nasdaq-100 Index’s Ending Value relative to its Starting Value at maturity. If the index declines or remains unchanged so that the Ending Value is less than or equal to the Starting Value, investors receive a positive return, offering a downside cushion against market weakness. This includes a "Digital Payment" feature activated when the market measure does not appreciate.

For moderate index gains—specifically increases up to a defined threshold percentage—investors earn returns equal to the percentage increase from Starting to Ending Value. This middle-tier performance allows participation in upside movement within limits, reflecting Goldman Sachs’ approach of customizing payoff mechanics to specific market views, balancing risk and reward for investors expecting stable or modestly rising markets.

Downside Exposure and Principal Loss Risks

The notes carry significant downside risk if the Nasdaq-100 Index rises substantially beyond the threshold. The filing warns that investors "will lose a portion, which could be significant, of your principal amount" under such adverse market conditions. While a Minimum Redemption Amount limits the worst-case loss, substantial capital impairment remains possible if the index experiences strong positive performance.

This asymmetric risk profile positions the notes for investors with primarily bearish or neutral expectations on the Nasdaq-100 Index, anticipating either a decline or an increase no greater than the specified threshold. Detailed risk factors are outlined in the product supplement and prospectus supplement referenced in the filing.

Issuance Details and Credit Guarantee

Issued by GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., the notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. They rank equally with GSFC's other unsecured and unsubordinated obligations, lacking preferential payment status but ranking senior to subordinated debt. Payments depend on the creditworthiness of both issuer and guarantor.

The notes are not FDIC insured, not bank guaranteed, and unsecured, relying solely on the credit strength of Goldman Sachs entities. All payments, including principal and redemption amounts, are contingent on Nasdaq-100 Index performance and credit risk, consistent with Goldman Sachs’ medium-term note issuance practices.

Pricing, Valuation, and Underwriting Structure

Offered at $10 per unit principal amount, the notes’ underwriting discount includes sales commissions and structuring fees. The estimated value at pricing is between $9.25 and $9.55 per $10 principal, reflecting embedded costs such as underwriting and documentation fees.

Goldman Sachs & Co. LLC serves as lead underwriter and market maker. Initial bid-ask pricing by GS&Co. is expected to approximate the estimated value plus an additional amount, which will decline linearly to zero over a specified period post-pricing. This approach enhances transparency in valuation and secondary market pricing.

Use of Proceeds and Future Issuances

GS Finance Corp. may apply proceeds from this offering to general corporate purposes. Net proceeds equal the public offering price minus underwriting discounts. The company retains the right to issue additional notes with potentially different pricing and underwriting terms beyond this preliminary term sheet.

The filing explicitly states GS Finance Corp. "may decide to sell additional notes after the date of this term sheet, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above," allowing for subsequent offerings or altered terms. Investor returns will depend on the issue price paid, whether in the initial or secondary markets.

Secondary Market Liquidity and Listing Information

These notes have limited secondary market liquidity and are not exchange-listed. Investors rely on Goldman Sachs & Co. LLC or affiliated market makers for trading support, though GS&Co. is not obligated to maintain a market. Lack of guaranteed liquidity may challenge investors seeking to sell prior to maturity.

Secondary market pricing, when available, is based on GS&Co.'s internal valuation models incorporating credit spreads, interest rates, volatility, and time to maturity. Investors should consider the absence of transparent market pricing and the potential for unfavorable pricing or illiquidity when evaluating early sale or redemption.

Regulatory Registration and Disclosure Framework

The term sheet relates to an effective Registration Statement No. 333-284538 under the Securities Act of 1933, filed pursuant to Rule 424(b)(2) covering pricing information for registered offerings. The notes are issued under a registration framework including a base prospectus dated February 14, 2025, a prospectus supplement dated February 14, 2025, and Product Supplement No. EQUITY MLI-4 dated January 20, 2026, providing comprehensive risk disclosures.

The filing includes a standard SEC disclaimer that the Securities and Exchange Commission has neither approved nor disapproved these securities nor confirmed the accuracy of disclosures. Marked "Subject to Completion," certain pricing and settlement details remain pending. Investors should review full prospectus materials, including risk factors on pages TS-9 and PS-7, and indexed securities considerations on page 101.

Valuation Inputs and Market Maker Mark-Up

The notes’ economic terms derive from variables such as Goldman Sachs’ credit spreads, current and forecasted interest rates, volatility assumptions, price sensitivity, and time to maturity. These inputs determine the initial estimated value of $9.25 to $9.55 per $10 principal at pricing.

The difference between estimated value and $10 offering price reflects underwriting economics and embedded spreads. GS&Co.’s market-making pricing initially includes an additional amount above estimated value, declining linearly to zero over a defined period, providing transparency on secondary market pricing and distinguishing intrinsic value from mark-ups.

Minimum Investment and Investor Suitability

The initial offering requires a minimum principal purchase amount, not fully specified in the preliminary term sheet, limiting access to institutional or high-net-worth investors able to meet the threshold. This minimum purchase aligns with typical structured note offerings and dealer segmentation strategies.

The notes are designed for investors with bearish or neutral views on the Nasdaq-100 Index, expecting either a decline or modest increase over the fifteen-month maturity. Prospective investors should carefully assess alignment with their market outlook and risk tolerance, given the potential for significant principal loss if the index appreciates substantially.