Goldman Sachs Finance Issues $1.532 Billion Autocallable Notes Linked to Broadcom, Palantir, and Tesla Stock

Structure and Payment Terms of the Autocallable Notes

The notes are structured as contingent coupon instruments with monthly payment dates and an automatic call feature that investors should understand before committing capital. GS Finance Corp. will pay $14.167 per $1,000 face amount on each monthly coupon payment date, beginning August 20, 2026, provided that the closing price of each of the three underlying stocks—Broadcom, Palantir, and Tesla—remains at or above 80% of its initial underlier level on the related observation date. If any single underlier closes below its coupon trigger level on a coupon observation date, investors receive no coupon payment for that month, introducing downside risk during market volatility affecting technology stocks.

At maturity on July 20, 2033, if the notes have not been automatically called, GS Finance Corp. will pay $1,000 per $1,000 face amount, regardless of the final stock prices of the underliers. This capital preservation feature at maturity applies to all notes that survive to the end of the seven-year term without being called early. However, the disclosure indicates that the estimated value of the notes at trade date was $937 per $1,000 face amount, suggesting a valuation discount relative to the original issue price of 100% of par, which investors should evaluate in the context of the coupon structure and embedded optionality.

Automatic Call Mechanism and Early Redemption Risk

The notes incorporate an automatic call feature beginning July 20, 2027, which allows GS Finance Corp. to redeem the notes prior to maturity under specified market conditions. If all three underlying stocks close at or above their initial levels—Broadcom at $394.28, Palantir at $133.76, and Tesla at $394.46—on any coupon observation date from July 15, 2027 through June 15, 2033, the notes will be automatically called on the following coupon payment date. Upon automatic call, investors will receive $1,000 plus any accrued coupon payment, resulting in early redemption that may interrupt the anticipated seven-year income stream.

This call feature represents a significant structural characteristic that investors must consider when evaluating total return potential. If all three underliers appreciate substantially above their initial levels, the notes will likely be called away, capping gains for investors while locking in principal repayment. Conversely, in a declining market where one or more underliers fall below their coupon trigger level but all three remain above their initial levels, investors would receive neither monthly coupons nor early call protection, creating a scenario where principal is preserved but income ceases. The interaction between the coupon trigger level (80% of initial level) and the call trigger level (100% of initial level) creates distinct market regimes with different outcomes for note holders.

Underlying Technology Stock Exposure and Initial Pricing Levels

The notes provide exposure to three leading technology and innovation companies: Broadcom Inc., a major semiconductor and infrastructure software manufacturer; Palantir Technologies Inc., a data analytics and artificial intelligence platform provider; and Tesla Inc., the electric vehicle and energy storage company. The initial underlier levels, established on the trade date of July 15, 2026, serve as benchmarks for both coupon eligibility and automatic call triggering. Broadcom's initial level of $394.28 reflects valuations in the semiconductor sector, while Palantir's initial level of $133.76 captures a major data analytics firm, and Tesla's initial level of $394.46 represents the leading electric vehicle manufacturer at that pricing date.

The multi-stock structure requires that all three underliers meet their respective conditions simultaneously for coupon payments and call triggering, which introduces correlation risk and reduces the probability of receiving full monthly coupons compared to a single-stock note. Investors are fully exposed to the idiosyncratic risks of each company—including semiconductor cycle dynamics for Broadcom, competitive pressures and scaling challenges for Palantir, and production and demand fluctuations for Tesla. The 80% coupon trigger level means that any underlier can decline by up to 20% from its initial level before coupon payments cease entirely, providing some buffer against moderate market declines but offering no protection against steeper downturns.

Issuance Economics and Guaranteed Credit Enhancement

The notes carry an aggregate face amount of $1.532 billion and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., which provides credit support beyond the direct obligations of GS Finance Corp. as the issuer. The original issue price is 100% of face amount, with an underwriting discount of 4.125%, resulting in net proceeds to the issuer of 95.875% of the face amount. This underwriting discount structure is typical for structured products distributed through Goldman Sachs and affiliated dealers, reflecting sales commissions and structuring fees embedded in the offering.

The disclosure states that the estimated value of the notes on the trade date of July 15, 2026, was $937 per $1,000 face amount, materially below the 100% original issue price. This valuation gap reflects the embedded cost of the option features, credit spreads, and market conditions at the time the terms were established. The disclosure also indicates an additional amount of $21.75 with an additional amount end date of October 14, 2026, suggesting an adjustment mechanism related to the pricing methodology. Investors should note that neither The Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities, and the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Coupon Observation Schedule and Payment Mechanics

The notes establish a detailed schedule of monthly coupon observation dates beginning August 17, 2026, with corresponding coupon payment dates occurring three calendar days later, through the final coupon observation date of July 15, 2033. This monthly cadence provides frequent opportunities for coupon determinations, with the calculation agent Goldman Sachs & Co. LLC assessing whether each of the three underliers has closed at or above its coupon trigger level on each observation date. The schedule extends across seven years and encompasses approximately 84 coupon observation periods, representing a substantial number of instances where coupon payments could be suspended if any underlier falls below its 80% trigger.

Coupon payments will be made in cash to note holders on the specified payment dates, provided the coupon observation date conditions are satisfied. If the closing level of each underlier on a coupon observation date is greater than or equal to its coupon trigger level, investors receive $14.167 per $1,000 face amount. If the closing level of any underlier on the observation date is less than its coupon trigger level, investors receive $0 for that month. This binary outcome structure means there is no graduated reduction in coupons; the payment is either full or zero, introducing a potential cliff effect where modest declines in a single stock can eliminate the entire monthly coupon for all outstanding notes.

Calculation Agent Role and Structural Credit Considerations

Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining the closing levels of the underliers on each coupon observation date and call observation date, making critical decisions about whether coupon and call conditions have been satisfied. The calculation agent role creates an operational dependency on Goldman Sachs affiliate infrastructure and introduces a potential conflict of interest, as Goldman Sachs both issues the notes through GS Finance Corp. and acts as calculation agent with pricing discretion. The disclosure references the calculation agent's determinations as binding, subject to the terms and conditions specified in the accompanying general terms supplement and prospectus documents.

While The Goldman Sachs Group, Inc. provides an unconditional guarantee of the notes, investors should evaluate the credit risk of both GS Finance Corp. as direct issuer and Goldman Sachs as guarantor. The disclosure states that readers should review page PS-7 of the accompanying materials to better understand the terms and risks of investment, including the credit risk of both entities. The notes are not obligations of a bank despite being guaranteed by a major financial institution, and investors bear the credit risk of both the issuer and guarantor entities. The prospectus materials indicate that this pricing supplement was prepared pursuant to Rule 424(b)(2) and references Registration Statement No. 333-284538, providing the framework for the public offering of these securities.

Market-Making and Secondary Trading Considerations

The disclosure indicates that GS Finance Corp. or its affiliates may use the prospectus materials in market-making transactions in the notes after their initial sale, allowing secondary trading in the structured products. Unless otherwise specified in the confirmation of sale, transactions involving these notes after the initial offering may be conducted as market-making activities by Goldman Sachs affiliates. This provision suggests that liquidity may be available in the secondary market through Goldman Sachs intermediation, though investors should note that secondary market prices may differ substantially from the initial issue price and estimated value.

The pricing supplement is part of the Medium-Term Notes, Series F program of GS Finance Corp., indicating that this represents one offering within a broader series of debt securities issued by the same finance subsidiary. The disclosure notes that Goldman Sachs may decide to sell additional notes after the initial offering at different issue prices and underwriting discounts, which could affect the relative value of notes purchased at different times. Investors should be aware that secondary market conditions for structured equity-linked notes can be illiquid and subject to significant bid-ask spreads, particularly for notes with longer remaining tenors or unusual underlying stock combinations.

Documentation and Incorporation by Reference Framework

The notes are documented through a multi-layer prospectus structure in which this pricing supplement serves as the primary disclosure specific to this offering but must be read in conjunction with the general terms supplement, prospectus supplement, and base prospectus. General terms supplement no. 17,745 dated January 20, 2026, establishes the standard terms applicable to equity-linked notes in this series, while the prospectus supplement and base prospectus dated February 14, 2025, provide foundational disclosure regarding GS Finance Corp., The Goldman Sachs Group, Inc., and the regulatory framework for the Medium-Term Notes program. The disclosure specifies that information in the pricing supplement supersedes conflicting information in the incorporated documents, but some terms described in the broader documents may not apply to these particular notes.

Investors are advised to review all layers of documentation to fully understand the terms, risks, and conditions applicable to their investment. The disclosure statement indicates that GS Finance Corp. and Goldman Sachs have not authorized anyone other than the stated parties to provide information or representations regarding these notes, and they take no responsibility for the reliability of information obtained from other sources. The CUSIP number for these notes is 40054XMP0, with corresponding ISIN US40054XMP05, providing identification codes for trading and custody systems. The pricing supplement is dated July 15, 2026, and reflects terms established on that trade date for notes with an original issue date of July 20, 2026.

Risk Assessment and Investor Suitability Framework

These structured notes carry multiple layers of risk that investors must evaluate carefully before committing capital. Market risk stems from potential declines in Broadcom, Palantir, or Tesla stock prices that could trigger suspension of coupon payments if any underlier falls below its 80% trigger level. Credit risk exists with both GS Finance Corp. as direct obligor and The Goldman Sachs Group, Inc. as guarantor, meaning that deterioration in either entity's financial condition could impair the issuer's ability to make coupon and principal payments. Liquidity risk arises from the potential illiquidity of these structured products in secondary markets, where bid-ask spreads may be wide and finding buyers at acceptable prices could prove difficult.

The structure also incorporates call risk, whereby strong performance of all three underliers could result in early redemption of the notes, capping gains and reducing the expected seven-year investment horizon. Correlation risk exists because all three underliers must simultaneously meet their respective conditions for coupons and calls, introducing interdependencies that could reduce coupon probability. Valuation risk reflects the fact that the estimated value at trade date ($937 per $1,000 face amount) was substantially below the original issue price, suggesting that investors may face immediate unrealized losses if they attempt to sell the notes shortly after purchase. These notes are designed for sophisticated investors with substantial risk tolerance and a clear understanding of structured product mechanics.