Goldman Sachs Issues Market-Linked Securities with Leveraged Upside and Buffered Downside Protection Through August 2027

Structured Investment Design Tied to Lowest-Performing Index

The securities issued by GS Finance Corp. represent a complex structured product that links investor returns to the performance of the lowest-performing underlier among four major equity indices. The filing discloses that investors receive a maturity payment amount determined by the percentage change of the single worst-performing index from its starting level on the pricing date to its ending level on the calculation day of August 6, 2027. This structure means that even if three of the four indices perform strongly, investors will receive no benefit from that positive performance if one index declines significantly. The disclosure states that investors "will not benefit in any way from the performance of the better performing underliers" and "will be adversely affected if any underlier performs poorly, even if the other underliers perform favorably."

The filing identifies the four underliers as the S&P 500 Index, the Dow Jones Industrial Average, the Nasdaq-100 Index, and the EURO STOXX 50 Index. The starting level for each index is its closing level on the pricing date of July 30, 2026. The ending level represents the closing level on the calculation day of August 6, 2027. The underlier return is calculated as the percentage change from starting level to ending level, and the lowest performing underlier is determined by which index has the lowest percentage change over this approximately one-year period.

Leveraged Upside Participation with Strict Conditions

The securities feature a leveraged upside participation rate of at least 114%, meaning investors participate in index gains at rates exceeding proportional exposure. According to the filing, if the ending level of the lowest performing underlier increases relative to its starting level, investors will receive the face amount plus "a positive return equal to at least 114% (to be determined on the pricing date) of the percentage increase in the closing level of the lowest performing underlier from its starting level." This upside amplification is calculated only on gains from the single worst-performing index among the four tracked measures.

The use of the term "at least 114%" indicates that the exact participation rate will be established on the pricing date and may exceed this minimum threshold. The filing confirms that the maturity payment amount formula for gains is calculated as $1,000 plus ($1,000 multiplied by the underlier return of the lowest performing underlier multiplied by the upside participation rate). However, investors receive no compensation for gains in the better-performing indices, meaning the leverage benefit applies only to upside movements in whichever index performs worst.

Buffer Protection Mechanism and Loss Exposure

The securities incorporate a 20% buffer against downside losses, providing initial downside protection but only up to a specified threshold. The filing states that if the closing level of the lowest performing underlier decreases but the decrease is not more than the 20% buffer amount, investors will receive the full face amount of $1,000 with no loss. This buffer is calculated against the threshold level, which is defined in the disclosure as 80% of the starting level of the lowest performing underlier.

Once losses exceed the 20% buffer, investors face full 1-to-1 downside exposure to further declines. The filing specifies that if the ending level of the lowest performing underlier falls below the threshold level, investors "will have 1-to-1 downside exposure to the decrease in the level of the lowest performing underlier in excess of the buffer amount and will lose some, and possibly up to 80%, of the face amount of your securities at maturity." The maturity payment formula for scenarios where the ending level falls below the threshold level is expressed as $1,000 plus [$1,000 multiplied by (underlier return plus buffer amount)]. The disclosure emphasizes that investors may lose up to 100% of the face amount under extreme market conditions.

Pricing and Estimated Value Structure

The original offering price for each security is $1,000 per unit, with an underwriting discount of up to $23.25 per security, resulting in proceeds to the issuer of $976.75 per security. The filing notes that Goldman Sachs & Co. LLC may pay selected securities dealers an additional fee of up to 0.20% of the face amount for marketing and other distribution services. The estimated value of the securities at the time the terms are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount, representing a discount to the face amount that reflects the cost of the embedded options and guarantees.

The substantial gap between the original offering price of $1,000 and the estimated value of $925 to $955 reflects the cost of the leveraged upside participation and downside buffer features embedded in the securities. The filing states that for discussion of the estimated value and the price at which Goldman Sachs & Co. would initially buy or sell the securities if it makes a market in them, further detail is available on page PS-8 of the pricing supplement. This valuation framework is important for investors to understand the economic terms of the structured product at issuance.

Credit Risk and Investor Protections

The securities carry credit risk dependent on both GS Finance Corp. as issuer and The Goldman Sachs Group, Inc. as guarantor. The filing discloses that "all payments on the securities are subject to credit risk, and you will have no ability to pursue any securities included in any underlier for payment." This means investors have no direct claim against the companies whose stock indices are tracked; their only recourse is against the issuer and guarantor. The disclosure states that "if GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor, default on their obligations, you could lose some or all of your investment."

The filing emphasizes that the securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations or guarantees of any bank. This language is standard regulatory disclosure indicating that investors lack the protections available to bank depositors. The securities are unsecured obligations of the issuer, dependent entirely on the creditworthiness of GS Finance Corp. and its guarantor, The Goldman Sachs Group, Inc.

Maturity Terms and No Early Redemption or Repayment

The stated maturity date for the securities is August 11, 2027, subject to postponement. The filing confirms that the securities are "not subject to redemption by GS Finance Corp. or repayment at the option of any holder of the securities prior to the stated maturity date." This means investors cannot exit the investment early except by selling the securities in the secondary market. The disclosure notes that the securities are not subject to exchange listing and are designed to be held to maturity, indicating limited liquidity expectations outside the initial distribution period.

The calculation day for determining the ending levels of the indices is August 6, 2027, subject to postponement due to non-trading days and market disruption events. The filing explains that if the calculation day is postponed, the stated maturity date will also be postponed and adjusted for non-business days. The disclosure references further information regarding adjustments to the calculation day and stated maturity date in the accompanying product supplement, which addresses market disruption events and the circumstances that may result in postponement.

No Periodic Income or Dividend Payments

Unlike conventional debt securities, the market-linked securities provide no periodic interest payments or dividend distributions during their holding period. The filing states explicitly that there are "no periodic interest payments or dividends" associated with these securities. Investors receive only a single payment at maturity, calculated according to the performance of the lowest-performing underlier during the approximately one-year holding period. This structure means investors should not expect any cash flow prior to the maturity date and must be prepared to hold the investment without interim income.

The absence of periodic payments combined with the principal-at-risk structure means these securities offer no income component and return of capital at maturity is not guaranteed. Investors accept this feature as part of the structured product design that emphasizes exposure to index performance rather than yield-producing characteristics typical of traditional bonds.

Key Dates and Transaction Timeline

The pricing supplement filed on July 22, 2026, is marked as preliminary and subject to completion, indicating final terms have not yet been established. The filing establishes July 30, 2026, as the pricing date when the starting levels of the four indices will be set and the exact upside participation rate (minimum 114%) will be determined. The original issue date is scheduled for August 4, 2026, at which point the securities will be issued. The calculation day, when ending levels will be determined, is scheduled for August 6, 2027, with the maturity payment to be made on August 11, 2027, subject to postponement for market disruptions or non-business days.

The document filed is registered under Registration Statement No. 333-284538 and includes references to WFS Product Supplement No. 9 dated January 20, 2026, Underlier Supplement No. 49 dated June 24, 2026, Prospectus Supplement dated February 14, 2025, and Prospectus dated February 14, 2025. These documents establish the legal framework and disclosure documents associated with the securities offering.

Distribution and Underwriting Arrangement

The securities are being distributed by Goldman Sachs & Co. LLC and Wells Fargo Securities, as identified in the filing. The filing discloses the underwriting discount structure, with GS&Co. receiving up to $23.25 per $1,000 face amount security (2.325%) as compensation for underwriting services. Additionally, GS&Co. may pay selected securities dealers a fee of up to 0.20% of the face amount for marketing and other services related to distribution to other securities dealers. This dual-fee structure reflects the involvement of primary dealers in the offering and distribution process.

The filing references supplemental information regarding the plan of distribution and conflicts of interest available on page PS-19 of the pricing supplement. The issuer, GS Finance Corp., receives net proceeds of $976.75 per $1,000 face amount after deducting the underwriting discount, with estimated value at pricing between $925 and $955 reflecting market conditions and valuation assumptions at the time of pricing.

Regulatory Status and Investor Considerations

The filing includes the standard regulatory disclaimer 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. The disclosure warns that any representation to the contrary constitutes a criminal offense. This language underscores that SEC review does not constitute an endorsement or validation of the investment merits of the structured product.

The announcement emphasizes that these are complex securities with features more complex than conventional debt securities and involving risks not associated with conventional debt. Investors are advised to read the full disclosure to understand the terms and risks, including the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc. The principal-at-risk structure, leverage features, and limitation to the single worst-performing index among four separate measures create a risk profile substantially different from traditional bonds or standard equity investments.