Goldman Sachs Finance Launches Leveraged EURO STOXX 50 Index-Linked Notes With 2x Upside Participation

Structure and Payoff at Maturity

The filing discloses that the notes provide a defined payout structure at maturity. For each $1,000 of face amount, investors will receive either a leveraged return or principal protection, depending on the final performance of the EURO STOXX 50 Index. If the final index level on the determination date (expected to be July 30, 2031) exceeds the initial index level set on the trade date, the cash settlement amount will equal $1,000 plus $1,000 multiplied by 2 times the index return. This 2x multiplier means investors benefit from double the percentage gain in the underlying benchmark.

Conversely, if the final index level is equal to or below the initial index level, the disclosure states that investors will receive exactly $1,000 per $1,000 of face amount. This structure provides downside protection, as investors cannot lose principal due to declines in the EURO STOXX 50 Index. The index return is calculated as the percentage increase or decrease in the final index level from the initial level, measured from the trade date through the determination date.

Company Redemption Feature and Call Payment Dates

The filing indicates that GS Finance Corp. retains the right to redeem the notes prior to maturity on specified quarterly call payment dates. The company may redeem the notes at any time beginning in August 2027 and continuing through May 2031. Upon redemption, investors will receive 100% of the face amount plus an additional amount equal to $1,000 multiplied by the applicable call premium amount for the redemption date in question. The specific call payment dates and corresponding call premium amounts are stated to be detailed on page PS-4 of the pricing supplement, though the filing does not enumerate these dates and premiums in the disclosed excerpt.

The redemption feature gives the issuer substantial control over the note's lifespan and allows it to terminate the investment if index performance becomes favorable or if market conditions warrant early repayment. Investors should note that if the company exercises its redemption right, it must provide at least three business days' prior notice to note holders and the trustee. This early redemption capability introduces timing risk for investors who may wish to remain exposed to the underlying index performance through the full maturity date.

Pricing and Estimated Fair Value

The filing discloses that the original issue price is set at 100% of the face amount, with an underwriting discount of 2.5% of face amount. This means net proceeds to the issuer represent 97.5% of the face amount. However, the filing separately discloses that the estimated fair value of the notes at the time terms are set on the trade date is expected to be between $885 and $915 per $1,000 face amount. This estimated value, derived from pricing models and incorporating Goldman Sachs' credit spreads, is materially lower than the 100% original issue price.

The pricing supplement states that Goldman Sachs & Co. LLC would assign an initial fair value approximately equal to the estimated value plus an additional amount that will decline on a straight-line basis through a specified date not disclosed in the excerpt. After that date, Goldman Sachs' market-making prices would reflect only the then-current estimated value determined by its pricing models. The difference between issue price and estimated value reflects the embedded cost of the leverage, downside protection, and callable feature built into the note structure.

Guarantee and Credit Risk Considerations

The disclosure emphasizes that the notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company of GS Finance Corp. This guarantee means that investors have a claim on the assets and creditworthiness of The Goldman Sachs Group, Inc. if the primary issuer, GS Finance Corp., is unable to meet its payment obligations. The filing explicitly directs investors to review credit risk disclosures related to both GS Finance Corp. and its guarantor on page PS-9 of the pricing supplement, indicating that credit analysis is a material component of evaluating this investment.

The filing contains an important statement clarifying that the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Investors depend entirely on the credit quality of GS Finance Corp. and The Goldman Sachs Group, Inc. for repayment of principal and any accrued returns. The notes bear no interest coupon, meaning investors receive returns solely through the index-linked payoff at maturity or upon early redemption.

Underlier Index and Performance Measurement

The notes are linked to the EURO STOXX 50 Index, a major European equity benchmark. The filing identifies the current Bloomberg symbol for this index as "SX5E Index" and notes that the index may be modified, replaced, or adjusted from time to time as provided in the note terms. The initial index level will be set on the trade date (expected to be July 30, 2026) and will be either an intra-day level or the closing level on that date. The final index level will be determined on the measurement or determination date (expected to be July 30, 2031).

Performance is measured solely by comparing these two snapshots of the index, with no interim rebalancing or monitoring. This approach simplifies the calculation but means the note's outcome depends heavily on index levels at two specific points in time rather than on cumulative or average performance over the five-year term. Investors should understand that the EURO STOXX 50 Index comprises large-cap European equities and reflects European macroeconomic and market conditions during the holding period.

Program Framework and Documentation

The notes are issued as part of the Medium-Term Notes, Series F program of GS Finance Corp. and are governed by a senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture of February 20, 2015. The notes will be issued in book-entry form under master note no. 3, dated March 22, 2021, held by The Bank of New York Mellon, which serves as trustee. The filing states that this pricing supplement must be read in conjunction with several other documents, including General Terms Supplement No. 17,745 (dated January 20, 2026), Underlier Supplement No. 49 (dated June 24, 2026), and the prospectus documents dated February 2025.

The filing specifies that information in this pricing supplement supersedes conflicting information in prior documents. Some terms described in the accompanying documents may not apply to these specific notes. Investors should obtain and carefully review all relevant documents to understand the complete set of terms, conditions, and risk factors governing their investment. The CUSIP and ISIN numbers disclosed are 40054XS25 and US40054XS250, respectively, allowing investors to identify and track the notes in market systems.

Denominations and Authorized Issue Amounts

The filing discloses that authorized denominations for the notes are $1,000 or any integral multiple of $1,000 in excess thereof. This standardized denomination structure aligns with market conventions for structured notes and allows investors to purchase notes in round increments. The filing states that the aggregate face amount on the original issue date will be determined at pricing but does not specify a fixed amount, indicating that the offering size will be determined closer to launch.

The disclosure also notes that the company may, at its sole option, decide to sell additional amounts of the notes on dates subsequent to the trade date. This means that after the initial offering, GS Finance Corp. could issue more notes with the same underlying terms but potentially at different issue prices and underwriting discounts. This optionality gives the issuer flexibility to respond to market demand but also means that subsequent buyers may face different pricing than initial purchasers.

Market-Making and Secondary Market Considerations

The filing indicates that Goldman Sachs & Co. LLC and other affiliates of GS Finance Corp. may use the prospectus in market-making transactions after the initial sale. This means that after issuance, investors may be able to buy or sell notes in a secondary market through these Goldman Sachs entities. However, the filing explicitly states that Goldman Sachs is not obligated to make a market in the notes. Unless the company or its agent informs purchasers otherwise in the confirmation of sale, the disclosure presumes that the prospectus is being used in a market-making transaction.

The pricing at which Goldman Sachs would initially buy or sell notes, if it chooses to make a market, is expected to equal approximately the estimated value plus an initial additional amount per $1,000 face amount. This additional amount will decline on a straight-line basis to zero over a specified period not disclosed in the excerpt. The availability and spreads in any secondary market are uncertain and depend on market conditions, liquidity, and Goldman Sachs' business judgment. Investors should not assume liquidity or specific exit prices when evaluating this investment.

Timing and Expected Settlement Dates

The filing establishes a clear timeline for the offering and note lifecycle. The trade date is expected to be July 30, 2026, while the original issue date (when notes are actually issued and settle) is expected to be August 4, 2026. The stated maturity date is also expected to be August 4, 2031, representing an approximately five-year holding period from issuance. The determination date, on which the final index level is measured, is expected to be July 30, 2031, just before maturity.

Quarterly call payment dates—the dates on which the company may exercise its redemption right—are stated to begin in August 2027 and end in May 2031. The precise dates and associated call premium amounts are stated to appear on page PS-4 of the pricing supplement. Investors should obtain this complete schedule to fully understand the range of dates on which the issuer could unwind their investment prior to maturity.

Risk Disclosures and Investor Considerations

The filing directs investors to page PS-9 for a detailed discussion of risks associated with the notes, particularly credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. The filing also notes that credit spreads applicable to Goldman Sachs are factored into the estimated value calculation, meaning the pricing reflects market assessments of credit quality. Investors should recognize that the value of notes depends on many factors beyond index performance, including changes in Goldman Sachs' credit spreads and overall market conditions.

The filing emphasizes that estimated value cannot be predicted with certainty and will vary over time. Secondary market prices may differ substantially from both the estimated value and the original issue price, depending on index performance, credit developments, interest rate movements, and market supply and demand. The leverage feature amplifies gains in favorable index scenarios but also means investors forego income and participate in index gains through a capped mechanism rather than receiving full index returns.