Goldman Sachs Issues Principal-at-Risk S&P 500 Linked Securities Due 2028 with 16% Return Cap

Upside Return Structure with Fixed Maximum Payment Cap

The securities provide for a maturity payment mechanism that varies based on the performance of the S&P 500 Index from the pricing date through the calculation day on July 17, 2028. If the index closes higher at maturity than at inception, investors receive the face amount of $1,000 plus a return equal to 100% of the percentage increase in the index level. However, this upside gain is subject to a maximum return cap of at least 16% of the face amount, meaning the highest possible payment per $1,000 face amount will be at least $1,160. This capped structure distinguishes the securities from conventional equity participation products and limits investor upside regardless of how strongly the index performs beyond the cap level.

The pricing supplement states that the maximum return will be determined on the pricing date of July 17, 2026, and specifies a floor of at least 16%. This structuring reflects Goldman Sachs' approach to balancing investor participation with the cost of options pricing embedded in the security design. The 100% upside participation rate means investors capture all gains within the cap range, but the fixed ceiling removes benefit from any performance above that threshold, which is common in structured products where premium for downside protection must be funded through capped upside.

Buffered Downside Protection with Leveraged Loss Acceleration

The securities incorporate a dual-tier downside protection mechanism. If the S&P 500 Index declines from its starting level but the decline does not exceed 20%, investors receive the face amount plus a positive return equal to the absolute value of the percentage decline. For example, if the index returns minus 5%, the investor receives a positive return of 5%, effectively receiving $1,050 per $1,000 face amount. This buffer mechanism means investors suffer no losses on declines up to and including 20%, and actually receive compensation for smaller declines within that buffer range.

Once the index decline exceeds the 20% buffer threshold, however, the structure reverses dramatically. For every 1% decline in the index beyond the 20% threshold, investors lose 1.25% of the face amount. This 1.25x multiplier effect means downside losses are leveraged. For instance, if the index declines 30%, the excess decline of 10% (30% minus the 20% buffer) is multiplied by 1.25, resulting in a loss of 12.5% of face amount, or $125 per $1,000 invested. The filing discloses that investors may lose up to 100% of the face amount if index declines are severe enough, making these principal-at-risk securities inappropriate for capital preservation objectives.

Pricing and Estimated Valuation Range

The original offering price for the securities is $1,000 per security, with the pricing date set for July 17, 2026, and the original issue date scheduled for July 22, 2026. However, the preliminary pricing supplement discloses that the estimated value of the securities at the time the terms are finalized on the pricing date is expected to be between $925 and $955 per $1,000 face amount. This valuation range reflects the built-in cost of the options embedded in the structure—specifically the cost of the capped upside, the buffered downside protection, and the leveraged downside exposure beyond the buffer threshold.

The difference between the $1,000 original offering price and the estimated value range of $925 to $955 represents the underwriting compensation and distribution costs embedded in the transaction. The filing specifies an underwriting discount of up to $23.75 per security, or approximately 2.375%, with Goldman Sachs & Co. LLC receiving this fee. Additionally, the filing notes that GS&Co. may pay selected securities dealers a fee of up to 0.20% of the face amount for marketing and other services. The proceeds to the issuer are stated as $976.25 per security on the original offering price basis, meaning the issuer receives $1,000 minus the $23.75 underwriting discount.

Credit Risk and Issuer Guarantees

All payments on the securities are subject to the credit risk of both GS Finance Corp., as the primary issuer, and The Goldman Sachs Group, Inc., which serves as guarantor. The filing emphasizes that investors will have no ability to pursue any securities included in the S&P 500 Index itself for payment; instead, investors rely entirely on the creditworthiness of these two Goldman Sachs entities. If either GS Finance Corp. or The Goldman Sachs Group, Inc. defaults on their obligations under the securities, investors could lose some or all of their investment, despite the underlying index performance being favorable.

The preliminary prospectus notes that the securities have more complex features than conventional debt securities and involve risks not associated with standard fixed-income instruments. This complexity, combined with principal-at-risk design and embedded default risk, requires investors to conduct thorough credit analysis of The Goldman Sachs Group, Inc. before committing capital. The filing does not disclose specific credit ratings or recent rating changes, but notes that the securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Term Structure and Maturity Mechanics

The stated maturity date for the securities is July 20, 2028, subject to postponement. This approximately two-year term means investors' principal and any returns are locked in until maturity, with no provision for early redemption by GS Finance Corp. or early repayment at the option of holders prior to maturity. The securities are not subject to listing on any securities exchange and are designed to be held to maturity, which limits liquidity and secondary market trading opportunities. If Goldman Sachs & Co. LLC makes a market in the securities after issuance, pricing terms are not disclosed in the preliminary supplement.

The calculation day on which the ending level of the S&P 500 Index is determined is July 17, 2028, subject to postponement for non-trading days and market disruption events. If the calculation day is postponed, the stated maturity date will also be adjusted. The filing references detailed provisions in the accompanying product supplement for circumstances that may result in market disruption events and the corresponding postponement mechanism. These provisions protect the issuer from making payments on days when normal index valuation may not be reliable, but extend the investor's holding period if such events occur.

Regulatory Registration and Offering Status

The securities are issued pursuant to Registration Statement No. 333-284538 and are sold through a pricing supplement framework that references underlying product supplements and prospectus materials. The preliminary pricing supplement is dated July 15, 2026, and indicates that the information contained is not complete and may be changed. The final pricing supplement, which will contain definitive terms including the specific maximum return percentage, threshold level calculation, and other final terms, has not yet been filed as of the preliminary stage disclosed in this filing.

The filing is marked "Subject To Completion" and states that the preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy securities in any jurisdiction where the offer or sale is not permitted. This is standard language for preliminary securities offerings in the United States, where final pricing and terms are typically established shortly before issuance. The Securities and Exchange Commission and other regulatory bodies have neither approved nor disapproved these securities, and any representation to the contrary would be a criminal offense, as stated in the preliminary prospectus.

Index Reference and Market Measure Characteristics

The underlying market measure for these securities is the S&P 500 Index, one of the broadest and most widely referenced equity indices in U.S. financial markets. The filing specifies that this index is not a multiple exchange index for purposes of the accompanying product supplement. The starting level of the index will be established on the pricing date of July 17, 2026, and will serve as the baseline against which all returns and losses are calculated through maturity. The ending level will be the closing level of the S&P 500 Index on the calculation day of July 17, 2028.

The underlier return calculation is straightforward: it equals the percentage change from the starting level to the ending level, computed as (ending level minus starting level) divided by starting level. This standard index return methodology is applied across the three payment scenarios described in the maturity payment amount formula. The filing does not disclose the specific closing level of the S&P 500 Index on July 15, 2026 (the preliminary supplement date), as the pricing date of July 17, 2026 has not yet occurred.

Fee Structure and Market Making Provisions

Goldman Sachs & Co. LLC and Wells Fargo Securities are identified as underwriters for this offering. The underwriting discount is up to $23.75 per security, representing approximately 2.375% of the $1,000 face amount. In addition to this base underwriting compensation, the filing discloses that GS&Co. may pay to selected securities dealers a fee of up to 0.20% of the face amount in consideration for marketing and other services related to distribution of the securities to other securities dealers. These fees are deducted from the original offering price, resulting in net proceeds to the issuer of $976.25 per security.

The filing notes that the estimated value of the securities at pricing is expected to be between $925 and $955 per $1,000 face amount, substantially below the $1,000 original offering price. This valuation gap reflects the combined costs of the embedded options (capped upside, buffered downside, and leveraged downside), underwriting fees, and dealer compensation. The filing also notes that if GS&Co. makes a market in the securities after issuance, the price at which it would initially buy or sell the securities is discussed on page PS-8 of the preliminary supplement, which is not fully reproduced in the available material.

Denomination and Technical Terms

The securities are issued in denominations of $1,000 and any integral multiple of $1,000. This standard structure allows for scalable investment amounts. The CUSIP identifier for the securities is 40054XPB8, which will serve as the security identification code for trading and settlement purposes. The overdue principal rate—applicable if payments are not made when due—is set equal to the effective Federal Funds rate, linking any penalty rate to current money market conditions. The filing indicates that defeasance is not applicable to these securities, meaning there is no mechanism for early discharge of the issuer's obligations through deposit of funds or securities into a trust.

The calculation agent responsible for determining index levels, calculating returns, and administering the maturity payment mechanics is Goldman Sachs & Co. LLC. The preliminary supplement references detailed calculation procedures and definitions in the accompanying product supplement, including provisions for what constitutes a business day (Monday through Friday, excluding days when banking institutions in New York City are authorized or required to close), market disruption events, and postponement mechanics if extraordinary circumstances prevent normal index valuation.

Tax Considerations and Investment Risks

The filing references material U.S. federal income and certain estate tax consequences of ownership and disposition of the securities, with a notation that fuller discussion appears in a section titled "Supplemental Discussion of U.S. Federal Income Tax Considerations." The preliminary supplement does not disclose specific tax treatment details in the available content, but the reference indicates that investors should review tax implications carefully. Structured products of this complexity may receive unfavorable tax treatment depending on issuer classification, timing of payments, and investor tax status, and qualified tax advice is essential before investing.

The principal investment risks disclosed include full principal-at-risk design (investors may lose up to 100% of face amount), credit risk of the issuer and guarantor, leveraged downside exposure beyond the 20% buffer threshold, capped upside limiting gains regardless of index performance, no periodic interest payments or dividend compensation, lack of secondary market liquidity or exchange listing, and complexity of the security structure relative to conventional debt securities. These features combine to create a risk profile substantially different from standard bonds or stock index funds, and the securities are appropriate only for investors with sophisticated understanding of structured products, options economics, and leverage risk.