Goldman Sachs Issues Autocallable S&P 500 Index-Linked Notes Due 2028 With 125% Upside Participation

Autocallable Structure and Early Redemption Mechanics

The notes incorporate an automatic call feature designed to potentially return capital to investors within one year if the S&P 500 Index performs favorably. The filing states that the notes will be automatically called on August 13, 2027 (the call payment date) if the closing level of the S&P 500 Index on August 10, 2027 (the call observation date) is greater than or equal to the initial underlier level of 7,428.78. Upon automatic call, investors would receive $1,084.10 per $1,000 of face amount, representing an 8.41% return if the notes are called.

This early redemption mechanism creates two distinct investor outcomes. If the call is triggered, investors receive the predetermined call payment and exit the investment. If the call is not triggered—meaning the index closes below the initial level on the observation date—the notes continue to maturity on August 2, 2028, subjecting investors to index performance risk over the full two-year period. The filing provides hypothetical examples to illustrate the impact of various closing levels on potential payouts, though the filing notes these examples are for illustration only and should not be taken as predictions of future results.

Upside Participation and Index-Linked Return Structure

Investors in these notes receive 125% participation in positive S&P 500 Index performance from the initial level of 7,428.78 to the final underlier level on July 28, 2028 (the determination date). The filing explains that if the final underlier level is greater than the initial underlier level, investors receive $1,000 plus $1,000 multiplied by the 125% upside participation rate and the underlier return. For example, a 10% gain in the index would translate to a 12.5% gain for noteholders, generating an additional $125 per $1,000 of face amount at maturity.

The upside participation feature is capped at the 125% rate specified in the key terms. The filing does not disclose a maximum payoff cap at maturity for scenarios in which the index rallies significantly above the initial level. However, the presence of the automatic call feature at the initial level on the one-year observation date effectively limits the upside capture opportunity to the call payment of $1,084.10 if that threshold is breached during the call observation period.

Buffer Protection and Downside Loss Scenarios

The notes incorporate a buffer level set at 75% of the initial underlier level, or approximately 5,571.59 based on the initial level of 7,428.78. The filing discloses that if the final underlier level at maturity is greater than or equal to the buffer level but equal to or less than the initial level, investors receive the full principal amount of $1,000 per $1,000 face amount with no gain or loss. This structure protects investors against losses in the range between the buffer level and the initial level, allowing for up to a 25% decline in the index from the initial level without triggering a loss.

If the final underlier level falls below the buffer level of 75%, investors face losses. The filing states that in such a scenario, the cash settlement amount would be $1,000 plus ($1,000 multiplied by a buffer rate of approximately 133.33% and the sum of the underlier return plus the buffer amount of 25%). The buffer rate is calculated as the initial underlier level divided by the buffer level. This formula means that losses below the 75% buffer level are leveraged at approximately 1.33 times, amplifying downside exposure below the protection threshold. The filing emphasizes that investors could lose their entire investment in the notes.

Issuer Credit Risk and Guarantee Structure

GS Finance Corp. is the primary issuer of the notes, with the senior debt obligations fully and unconditionally guaranteed by The Goldman Sachs Group Inc. The filing notes that investors should consider the credit risk of both the issuer and the guarantor when evaluating the investment. The guarantee is backed by The Goldman Sachs Group Inc., a major financial institution, which provides an additional layer of credit support beyond the issuer entity alone.

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and they are not obligations of, or guaranteed by, a bank, according to the filing. The credit quality of the notes is therefore dependent on the financial condition and creditworthiness of The Goldman Sachs Group Inc. The filing directs investors to page PS-8 of the pricing supplement for additional disclosure regarding credit risk, though the filing content provided does not include that section.

Offering Terms and Pricing Details

The preliminary pricing supplement, dated July 29, 2026, indicates that the original issue price is 100% of face amount, with an underwriting discount of 1.5% of face amount and net proceeds to the issuer of 98.5% of face amount. The filing states that the company's estimated value of the notes on the trade date is $900 to $930 per $1,000 of face amount, which is less than the original issue price of $1,000. This valuation discount relative to par price reflects market conditions and the structural features of the notes at the time of pricing.

The trade date for the notes is July 29, 2026, with an original issue date of August 3, 2026. The determination date for measuring final index performance is July 28, 2028, and the stated maturity date is August 2, 2028. All dates are subject to adjustment as described in the accompanying general terms supplement, per the filing. The filing notes that the aggregate face amount is stated with a blank, indicating the specific amount had not been finalized at the time the preliminary prospectus was filed. Goldman Sachs & Co. LLC and JPMorgan are listed as placement agents for the offering.

Calculation Methodology and Underlier Reference

The filing designates Goldman Sachs & Co. LLC as the calculation agent responsible for determining underlier levels and computing the returns and settlement amounts due to noteholders. The underlier is the S&P 500 Index, referenced by the Bloomberg symbol "SPX Index." The initial underlier level of 7,428.78 represents the closing level of the index on July 28, 2026, and may differ from the closing level on the actual trade date of July 29, 2026, the filing notes.

The underlier return is calculated as (the final underlier level minus the initial underlier level) divided by the initial underlier level, expressed as a percentage. This calculation methodology determines the percentage change in the index from the initial level to the final level on the determination date. The filing emphasizes that final underlier levels are subject to adjustment as described in the accompanying general terms supplement, indicating that the prospectus incorporates additional documentation governing adjustments for market disruptions or other contingencies.

Secondary Market and Estimated Value Considerations

The filing discloses that Goldman Sachs & Co. LLC or other affiliates of GS Finance Corp. may use the prospectus in market-making transactions in notes after their initial sale. This indicates that the notes are expected to trade in secondary markets, where their value will fluctuate based on factors including changes in interest rates, index volatility, and the creditworthiness of the issuer and guarantor. The filing explicitly states that if an investor sells notes prior to the call payment date or stated maturity date, the return will depend on the market value at the time of sale, which may be significantly different from the hypothetical scenarios presented.

The estimated value of $900 to $930 per $1,000 face amount represents a discount to par value, reflecting what the filing describes as costs and risks embedded in the notes at the time the terms are set. Investors should note that this estimated value is specific to the trade date and assumes certain market conditions and assumptions about future volatility and interest rates. The filing cautions that this estimated value should not be construed as a guarantee of any particular secondary market price.

Program Registration and Prospectus Documentation Framework

The notes are issued as part of GS Finance Corp.'s Medium-Term Notes, Series F program under Registration Statement No. 333-284538. The preliminary pricing supplement is filed pursuant to Securities and Exchange Commission Rule 424(b)(2), which governs the filing of pricing supplements for securities issued under an effective shelf registration statement. The filing indicates that the information in the preliminary supplement is not complete and may be changed, and the document is marked "Subject to Completion" as of July 29, 2026.

The prospectus for these notes is comprised of multiple documents that investors should review in conjunction with the pricing supplement. These include General Terms Supplement No. 17,745 dated January 20, 2026, Underlier Supplement No. 49 dated June 24, 2026, a Prospectus Supplement dated February 14, 2025, and the base Prospectus dated February 14, 2025. The filing states that information in the pricing supplement supersedes any conflicting information in the accompanying documents, and that some terms or features described in the listed documents may not apply to these specific notes.

Risk Warnings and Investment Suitability

The filing contains prominent warnings that investors could lose their entire investment in the notes, particularly in scenarios where the S&P 500 Index declines more than 25% from the initial level of 7,428.78. The loss amplification feature below the 75% buffer level means that investors face leveraged downside exposure in severe market downturns. The filing emphasizes that these notes are not suitable for all investors and that potential purchasers should fully understand the terms, risks, and structural features before investing.

The filing notes that it has not authorized anyone to provide information or representations other than those contained in the pricing supplement and accompanying documents, and takes no responsibility for the reliability of any other information that others may provide. This language reflects standard SEC disclosure practice and underscores that investors should rely exclusively on the official prospectus documentation when making investment decisions. The filing directs readers to page PS-8 for additional risk disclosure, a section not included in the content provided here.

Accounts of Certain National Banks and Discounted Pricing

The filing discloses that accounts of certain national banks, acting as purchase agents, have agreed with the placement agents to pay a purchase price expressed as a percentage of face amount. As a result, the filing states that agents with respect to sales to such accounts will not receive any portion of the underwriting discount. This provision indicates potential volume or institutional pricing arrangements, though the specific purchase price percentage is left blank in the preliminary supplement, indicating final pricing terms had not been established at the time of filing.

This tiered pricing structure suggests that certain qualified institutional buyers or bank fiduciary accounts may receive pricing different from the standard retail pricing outlined in the key terms table. The blank spaces throughout the preliminary supplement indicate that final pricing and structural parameters would be determined on or shortly after the trade date of July 29, 2026, with final terms incorporated into a definitive pricing supplement to be issued prior to settlement on August 3, 2026.