Goldman Sachs Introduces Autocallable Equity-Linked Notes Tied to NVIDIA Stock Performance

Structure and Terms of the NVIDIA-Linked Notes

The notes issued by GS Finance Corp. are structured as equity-linked securities that derive their value from the performance of NVIDIA Corporation's common stock. The disclosure indicates that the trade date for these notes is scheduled for July 29, 2026, with an original issue date of July 31, 2026, and a stated maturity date of August 2, 2029. The notes are issued under the senior debt indenture dated October 10, 2008, as supplemented, with The Goldman Sachs Group, Inc. providing a full and unconditional guarantee of the obligations of GS Finance Corp.

The initial underlier level, which serves as the baseline for determining coupon payments, automatic call triggers, and final settlement amounts, is set on the trade date and will be either an intra-day level or the closing level of NVIDIA stock on July 29, 2026. The determination date for calculating the final underlier level is July 30, 2029, which represents the last coupon observation date before maturity. Goldman Sachs & Co. LLC serves as the calculation agent responsible for computing all relevant performance metrics and payment amounts throughout the life of the notes.

Monthly Coupon Payment Mechanics and Trigger Levels

The notes feature a contingent coupon structure that pays investors a monthly amount of $12 per $1,000 face amount, equivalent to 1.2% monthly or a potential 14.40% annualized rate, but only under specified conditions. On each coupon observation date, if the closing level of NVIDIA stock is greater than or equal to 70% of the initial underlier level (the coupon trigger level), investors receive the full $12 coupon payment. If NVIDIA's stock price closes below this 70% threshold on any coupon observation date, no coupon payment is made for that period.

The coupon observation and payment dates are scheduled monthly, beginning with an observation date of August 31, 2026, and a corresponding payment date of September 3, 2026. The schedule continues through the final coupon observation date of June 29, 2029, with the final coupon payment date of July 5, 2029. This regular monthly structure provides investors with frequent opportunities to receive income from the notes, provided that NVIDIA's stock price maintains adequate levels relative to its initial price at the time the terms are set.

Automatic Call Feature and Early Redemption Mechanics

The notes incorporate an automatic call feature that can trigger early redemption at par value, which significantly affects the risk and return profile of the investment. Beginning on the first call observation date of January 29, 2027, and continuing on each subsequent coupon observation date through June 29, 2029, the notes will automatically be called if NVIDIA's stock price closes at or above the initial underlier level. When the automatic call feature is triggered, GS Finance Corp. will pay investors $1,000 per $1,000 face amount on the next call payment date, along with any coupon then due.

This early redemption mechanism means that investors' upside potential is capped at the original issue price if NVIDIA stock recovers to its initial price level at any point during the note term. Once called, the notes cease to exist and investors can no longer participate in any further gains from NVIDIA stock appreciation. The automatic call feature effectively creates a scenario where strong stock performance results in accelerated return of principal rather than extended participation in equity gains, a characteristic that distinguishes these notes from owning NVIDIA stock directly.

Downside Risk and Loss Potential at Maturity

The disclosure clearly states that investors could lose their entire investment in the notes. If NVIDIA stock declines significantly by the determination date of July 30, 2029, the settlement amount at maturity will be reduced correspondingly. At maturity, for each $1,000 face amount of notes, if the final underlier level falls below the trigger buffer level of 60% of the initial underlier level, investors will receive $1,000 plus ($1,000 multiplied by the underlier return, which could be negative).

For example, if NVIDIA stock declines 50% from its initial price level, resulting in a final underlier level of 50% of the initial level, the underlier return would be negative 50%, and investors would receive only $500 per $1,000 face amount invested. If NVIDIA stock declines more than 100% (which would mean the stock price reaches zero), the loss would be total. The only downside protection provided is that if the final underlier level remains at or above 60% of the initial level, investors receive the full $1,000 principal regardless of the stock's decline.

NVIDIA Stock Performance as Primary Risk Driver

The return and risk profile of these notes is entirely dependent on the price performance of NVIDIA Corporation common stock from the trade date through maturity in 2029. NVIDIA operates as a semiconductor company and designer of graphics processing units, artificial intelligence accelerators, and system-on-chip units for various applications. The notes' performance is directly linked to NVIDIA's market valuation, which can be influenced by factors including the company's earnings results, competitive positioning in artificial intelligence and data center markets, regulatory developments, macroeconomic conditions, and investor sentiment toward technology sector equities.

Investors purchasing these notes are making a leveraged bet on NVIDIA's stock price direction over the roughly three-year term through August 2, 2029. Unlike owning NVIDIA stock directly, these notes provide enhanced income through contingent coupons if NVIDIA remains above 70% of the initial price, but cap upside at the automatic call feature and provide no dividend income. The notes' value at trade date is estimated at $925 to $955 per $1,000 face amount, indicating that the structured product is priced below par value and that the market value at inception is less than the original face amount.

Estimated Value and Issue Price Discrepancy

The preliminary pricing supplement discloses that the estimated value of the notes on the trade date is between $925 and $955 per $1,000 face amount, which is materially less than the original issue price of 100% of face amount. This pricing implies that investors purchasing these notes at face value will experience an immediate loss of approximately 4.5% to 7.5% if the notes were valued at their estimated secondary market value on the day they are issued. The disclosure notes that the additional amount relative to the issue price is subject to be set on the trade date along with an additional amount end date, though the specific dollar amount and end date are not filled in the preliminary prospectus.

The underwriting discount, net proceeds to the issuer, and the original issue price for certain investors are also not specified in this preliminary pricing supplement, as these terms are subject to completion on or before the trade date of July 29, 2026. The prospectus explicitly notes that the original issue price may be a different percentage for certain investor categories, with additional details to be provided in the supplemental plan of distribution section. This pricing structure ensures that Goldman Sachs & Co. LLC and any other marketing agent will receive compensation through the underwriting discount, with the amount to be disclosed in the final pricing supplement.

Registration and Guarantee Framework

The notes are issued by GS Finance Corp. under Registration Statement No. 333-284538 and form part of the Medium-Term Notes, Series F program. The Goldman Sachs Group, Inc. provides a full and unconditional guarantee of all obligations of GS Finance Corp. under the notes, meaning that investors have recourse to The Goldman Sachs Group, Inc. if GS Finance Corp. fails to make required payments. The notes are issued under the senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015, between GS Finance Corp. as issuer, The Goldman Sachs Group, Inc. as guarantor, and The Bank of New York Mellon as trustee.

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of or guaranteed by any bank entity. Rather, they are unsecured senior debt obligations of GS Finance Corp. backed by the guarantee of The Goldman Sachs Group, Inc. Investors' ability to recover principal and interest depends on the creditworthiness of both entities, in addition to the performance of NVIDIA stock underlying the notes.

Calculation Agent Role and Settlement Procedures

Goldman Sachs & Co. LLC is designated as the calculation agent responsible for determining all material values and payments related to the notes. This includes calculating the initial underlier level on the trade date, determining the final underlier level on the determination date of July 30, 2029, computing the underlier return based on the performance of NVIDIA stock, and establishing whether coupon trigger levels and automatic call conditions have been satisfied on each relevant observation date. The calculation agent will also be responsible for calculating any coupon payments due on each coupon payment date and the cash settlement amount due at maturity.

The disclosure indicates that the terms set forth in this preliminary pricing supplement may be adjusted as described in the accompanying general terms supplement number 17,745 dated January 20, 2026. Settlement of the notes occurs in cash, with maturity settlement scheduled for August 2, 2029. All calculations and determinations made by the calculation agent are binding on investors absent manifest error.

Market-Making and Secondary Trading Considerations

The disclosure notes that GS Finance Corp. may use this prospectus in the initial sale of the notes, and that Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use this prospectus in a market-making transaction in a note after its initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, any prospectus use in secondary trading is presumed to be for a market-making transaction. This means that Goldman Sachs affiliates may purchase the notes from initial investors and resell them to other market participants, creating secondary market liquidity.

The pricing supplement also notes that GS Finance Corp. may decide to sell additional notes after the date of this pricing supplement at issue prices and underwriting discounts that differ from those initially offered. The return on an investor's investment will depend in part on the issue price paid for the notes, meaning that investors purchasing at different times may achieve different economic results even though the underlying NVIDIA stock performance and note terms remain the same.

Documentation and Prospectus Integration

This preliminary pricing supplement is part of a comprehensive disclosure package that includes the general terms supplement number 17,745 dated January 20, 2026, a prospectus supplement dated February 14, 2025, and a base prospectus dated February 14, 2025. The pricing supplement constitutes a supplement to these documents and does not set forth all terms of the notes; therefore, it must be read in conjunction with the accompanying documents. Information in the pricing supplement supersedes any conflicting information in the other documents listed, and some terms or features described in those documents may not apply to these specific notes.

The preliminary prospectus explicitly states that it is not complete and may be changed, and that the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of the prospectus. The offering is made only in circumstances and jurisdictions where it is lawful to do so, and no one is authorized to provide information or make representations other than those contained in the prospectus and accompanying documents. The prospectus is current only as of the date of this pricing supplement and the accompanying documents' respective dates.