Goldman Sachs Issues Autocallable Basket-Linked Notes Tied to Nine Equities

Structure and Payoff Mechanics at Maturity

The Autocallable Buffered Basket-Linked Notes employ a multi-tiered payoff structure that depends on the basket's closing level on the determination date in July 2028. If the notes are not called early, investors receive one of three possible outcomes at maturity for each $1,000 face amount held. The payoff calculation begins with the basket return, which measures the percentage change from the initial basket level of 100 to the final basket level on the determination date.

When the basket return is positive—meaning the final basket level exceeds the initial level—the investor receives $1,000 plus the product of $1,000 multiplied by 1.25 times the basket return. This structure provides leveraged upside participation at 125 percent of the basket's gains. In scenarios where the basket return is zero or negative but not below negative 20 percent, the investor receives the full $1,000 face amount, providing capital protection across a 20 percent decline threshold. If the basket return falls below negative 20 percent, investors receive $1,000 plus the product of $1,000, the buffer rate of 125 percent, and the sum of the basket return plus 20 percent, which limits downside to approximately 25 percent below par.

Automatic Call Feature and Early Redemption

The notes incorporate an automatic call provision that activates on the call observation date, expected to be July 30, 2027, one year after the trade date. If the closing level of the basket on that date equals or exceeds the initial basket level of 100, the notes will be automatically called and redeemed early. Upon automatic call, investors receive at least $1,221.60 per $1,000 face amount on the call payment date, expected to be August 4, 2027. This early redemption feature provides investors with a potential exit opportunity slightly more than one year after issuance if the equally weighted basket of nine stocks performs sufficiently.

The automatic call mechanism means that investor returns are capped at the early redemption level if the basket appreciates to or beyond its starting value within the first year. However, the declaration of the exact call payment amount depends on market conditions and the precise closing level on July 30, 2027. Investors should note that the call observation date creates a clear decision point for the issuer, and once called, the notes cease to exist and no further price appreciation beyond the call payment is available to noteholders.

Basket Composition and Equal Weighting Strategy

The notes are linked to an equally weighted basket comprised of nine common stocks from companies listed on major exchanges. Each basket stock carries an initial weighting of approximately 11.111 percent and an initial weighted value of 100 divided by nine. The basket stocks are identified in the prospectus supplement but specific company names and tickers require reference to page S-3 of the filing for the complete list. The initial basket stock prices for each component are set on July 17, 2026, and may differ from closing prices on the expected trade date of July 20, 2026.

The equal-weighting approach ensures that no single stock dominates the basket's performance, though the filing emphasizes that declines in one basket stock may offset gains in others. Since each component represents approximately one-ninth of the basket, investors experience blended exposure across nine separate equity positions. The initial weighted value calculation divides the price of each stock by its initial basket stock price and multiplies the result by approximately 11.111 percent to determine each stock's contribution to the overall basket level. This structure means that the notes' ultimate payoff depends on the collective performance of all nine holdings through the call observation date and maturity determination date.

Estimated Value and Pricing Dynamics

The preliminary prospectus supplement discloses that the estimated value of the notes at the time terms are set on the trade date (July 20, 2026) is expected to be between $900 and $930 per $1,000 face amount. This valuation, derived from pricing models used by Goldman Sachs & Co. LLC and reflecting the company's credit spreads, represents a discount to the 100 percent original issue price. The difference between the $900 to $930 estimated value and the $1,000 face amount reflects the value of embedded derivatives, including the basket-linked feature, the leverage in the upside payoff, and the issuer's credit risk.

The filing explains that Goldman Sachs & Co. LLC may make a market in the notes after issuance, and any initial bid and ask prices would approximate the estimated value plus an additional amount initially specified in the final prospectus supplement. Prior to a date to be disclosed in the final prospectus, the market-making price would include the remaining additional amount, which declines on a straight-line basis to zero. After that specified date, market-making prices would reflect only the then-current estimated value as determined by Goldman Sachs' pricing models. The company notes that it is not obligated to make a market, and investors should be aware that the value of the notes at any future time cannot be predicted with certainty.

Issuance Details and Offering Timeline

The Autocallable Buffered Basket-Linked Notes are expected to have an original issue date of July 23, 2026, with an original issue price set at 100 percent of face amount. The offering is being conducted under Registration Statement No. 333-284538 and filed pursuant to Securities and Exchange Commission Rule 424(b)(2) as a preliminary prospectus supplement. Goldman Sachs & Co. LLC is listed as the placement agent, and JPMorgan is also named as a co-placement agent. The prospectus supplement specifies that certain national banks acting as purchase agents have agreed to pay a purchase price at a specific percentage of face amount, with provisions that such accounts will not receive any portion of the underwriting discount.

The filing notes that the underwriting discount and selling concessions are subject to completion and will be detailed in the final prospectus supplement. A selling concession of up to 1.5 percent is identified in the preliminary filing. Investors are informed that GS Finance Corp. may use this prospectus in the initial sale of the notes, and Goldman Sachs & Co. LLC or other affiliates may use it in market-making transactions following initial sale. The net proceeds to the issuer will be disclosed in the final prospectus supplement, and the filing indicates that additional notes may be sold after the prospectus supplement date at different issue prices and underwriting terms.

Guarantee Structure and Credit Considerations

The Autocallable Buffered Basket-Linked Notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company of GS Finance Corp. This guarantee means that noteholders have recourse to The Goldman Sachs Group, Inc., if GS Finance Corp. fails to pay at maturity or upon early call. The guarantee extends to all payment obligations, including the redemption amount at maturity or call, regardless of the basket's performance. 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 credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc., affects the value and safety of the notes. While the guarantee provides investor protection backed by a major financial institution, the notes are senior debt obligations and are not bank deposits insured by the Federal Deposit Insurance Corporation or any other governmental agency. The filing directs investors to page S-24 for additional disclosure regarding credit risk and other material risk factors associated with the investment. Investors should conduct thorough due diligence on the financial condition and creditworthiness of The Goldman Sachs Group, Inc., as the guarantor.

Risk Factors and Investor Considerations

The prospectus supplement emphasizes multiple risk factors inherent in these structured notes. First, the notes do not bear interest, meaning investors receive no coupon payments during the holding period. Investors are wholly dependent on the basket's performance and the structured payoff formulas for returns. Second, the preliminary prospectus notes that investors "will receive less than the face amount" in certain scenarios, highlighting the potential for principal loss if the basket declines more than 20 percent from its initial level. Although the buffer provides protection against losses exceeding 25 percent, this is not full downside protection.

Third, the decoupling risk is explicitly mentioned: declines in one basket stock may offset increases in others due to the equally weighted basket structure. An investor betting on strong performance from a subset of the nine stocks may see those gains negated by weakness in other holdings. Fourth, the automatic call feature creates reinvestment risk if the notes are called early, forcing investors to redeploy capital in a potentially different market environment. Finally, the limited liquidity compared to the underlying stocks and dependence on Goldman Sachs' willingness to make markets presents additional trading and exit risks for investors seeking to sell before maturity.

Integration with Goldman Sachs' Medium-Term Notes Program

The notes are issued as part of the Medium-Term Notes, Series F program of GS Finance Corp., an established framework for issuing structured debt products. This program has been in place and is governed by prospectus documents dated February 14, 2025, which form the base prospectus for the offering. The current prospectus supplement dated July 20, 2026, supersedes any conflicting information in the base prospectus and accompanying documents but does not replace them entirely. Investors are instructed to read the prospectus supplement in conjunction with the base prospectus and other program documents to fully understand all terms, conditions, and risks.

The GSFC 2008 indenture, as supplemented, provides the legal framework governing the notes' issuance, payment, and security provisions. The notes are issued in book-entry form and represented by master note no. 3, dated March 22, 2021, meaning physical certificates are not issued and all holdings are maintained electronically through The Depository Trust Company or similar systems. The CUSIP and ISIN identifiers—40054XSA7 and US40054XSA71, respectively—uniquely identify these notes for trading and settlement purposes. Investors should verify these identifiers when purchasing to ensure they are acquiring the correct security.

Final Prospectus Completion and Disclosure Status

The prospectus supplement filed on July 20, 2026, is explicitly marked as preliminary and subject to completion. Key figures throughout the document, including the underwriting discount, net proceeds, additional pricing amounts, and specific dates for the decline of the additional amount in market-making prices, are left blank pending finalization. The preliminary nature means that terms described in this filing may be modified before the final prospectus supplement is issued. Investors should review the final prospectus supplement carefully once it is available to confirm all pricing, terms, and conditions before committing capital.

The filing includes standard disclaimers that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved the securities or passed upon the accuracy or adequacy of the prospectus, and that any representation to the contrary constitutes a criminal offense. The notes are not bank deposits and are not guaranteed by any bank or governmental agency beyond The Goldman Sachs Group, Inc.'s explicit guarantee of GS Finance Corp.'s obligations. Investors should await the final prospectus supplement to obtain complete details on pricing, underwriting economics, and all terms before making investment decisions.