Goldman Sachs Issues Target-Linked Autocallable Notes Due 2029 With Contingent Quarterly Coupons

Structure and Underlying Asset of the Equity-Linked Notes

The notes issued by GS Finance Corp. represent a structured debt security linked to the performance of Target Corporation's common stock, trading under the Bloomberg ticker TGT UN. The instrument is fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company of the issuer, providing creditors with recourse to Goldman Sachs' balance sheet should GS Finance Corp. default. This guarantee structure is typical for structured products issued through Goldman Sachs' Medium-Term Notes program and provides an additional layer of credit protection to investors. The notes themselves are issued in book-entry form, meaning they exist as electronic entries rather than physical certificates, and are registered with CUSIP number 40054XR34 and ISIN US40054XR344.

The underlier level on the trade date of July 20, 2026, will be set at either an intra-day level or the closing level of Target's stock on that specific date, though the exact reference price was not disclosed in the preliminary pricing materials. This initial underlier level serves as the benchmark against which all subsequent performance measurements are calculated. The final underlier level, which determines payment at maturity, will be established as the closing level of Target's common stock on July 20, 2029, the final coupon observation date, subject to potential adjustments as described in the accompanying general terms supplement.

Contingent Coupon Payment Mechanics and Quarterly Observation Schedule

The notes provide quarterly coupon payments with a unique contingent structure tied to Target's stock performance. On each of the twelve scheduled coupon observation dates—occurring quarterly from October 20, 2026, through July 20, 2029—Goldman Sachs will assess whether Target's closing stock price meets or exceeds the coupon trigger level, established at 50% of the initial underlier level. If the coupon trigger is satisfied on a given observation date, investors receive a cumulative coupon payment calculated as $26.25 multiplied by the number of coupon observation dates that have occurred up to and including that date, minus any coupons previously paid. Conversely, if Target's stock closes below the 50% trigger threshold on an observation date, no coupon is paid for that period.

The cumulative nature of the coupon structure means that if a single coupon observation date is missed due to the stock falling below the trigger, that missed coupon cannot be recovered in subsequent periods unless specifically addressed through the calculation methodology. Each coupon payment occurs seven calendar days after its corresponding observation date, beginning with the first coupon payment on October 27, 2026. This regular quarterly schedule provides investors with regular income opportunities, though the contingent design introduces uncertainty about actual coupon receipt. The calculation agent, Goldman Sachs & Co. LLC, is responsible for determining whether the trigger conditions are met and calculating all coupon amounts due.

Automatic Call Provision and Early Redemption Risk

The notes incorporate an automatic call feature that allows for early redemption should Target's stock appreciate significantly. Beginning with the first call observation date on January 20, 2027, and continuing on each subsequent coupon observation date through April 20, 2029, Goldman Sachs will monitor whether Target's closing stock price meets or exceeds the initial underlier level established on the trade date. If this condition is satisfied on any call observation date, the notes will be automatically called on the next following coupon payment date, with investors receiving $1,000 per $1,000 face amount plus any coupon then due.

This automatic call feature fundamentally limits the upside potential for investors, as any appreciation of Target's stock back to its initial level triggers forced redemption at par value. While this provides certainty of return in a rising market, it prevents investors from capturing gains beyond the call trigger. The feature is activated on nine separate call observation dates spaced across the note's three-year life, creating multiple opportunities for the notes to be called away from investors. For investors hoping to benefit from significant Target stock appreciation, the automatic call represents a meaningful constraint on potential returns.

Principal Repayment at Maturity and Loss of Capital Risk

At maturity on July 27, 2029, assuming the notes have not been automatically called, investors will receive repayment of principal based on Target's stock performance relative to the initial underlier level. The payment structure incorporates a trigger buffer level also set at 50% of the initial underlier level. If Target's stock closes at or above this trigger buffer level on the determination date, investors receive full principal of $1,000 per $1,000 face amount. However, if Target's final stock price falls below the 50% trigger buffer level, investors suffer a loss of principal equal to the percentage decline in Target's stock from its initial level.

This structure creates significant downside risk for investors. If Target's stock declines 50% or more from the initial level, investors could lose up to 50% of their principal investment. The disclosure explicitly warns that investors "could lose your entire investment in the notes," suggesting that declines exceeding 100% of the initial level are theoretically possible, though this would require Target's stock to move below zero, an outcome that would occur only in extraordinary circumstances. For investors expecting Target's stock to trade above 50% of its initial price, the principal repayment structure provides full return of capital plus any accumulated coupons. The underlier return calculation, defined as (final underlier level minus initial underlier level) divided by the initial underlier level, creates a direct link between Target's stock performance and investor loss or gain at maturity.

Estimated Value Discount and Pricing Information

The preliminary pricing materials estimate that the notes will have a value between $925 and $955 per $1,000 face amount on the trade date, representing a discount of 4.5% to 7.5% from the original issue price of 100% of face amount. This valuation gap reflects the value of embedded options held by Goldman Sachs and the time value associated with the structured product. The underwriting discount and net proceeds to the issuer were not specified in the preliminary pricing materials provided, with those figures to be completed at the time of final pricing. The disclosure notes that the estimated value being less than the original issue price reflects the economic cost to investors of the structured features embedded in the notes.

Importantly, the preliminary prospectus emphasizes that the issue price, underwriting discount, and net proceeds listed in the document relate only to notes sold initially. Goldman Sachs reserves the right to sell additional notes after the date of the pricing supplement at potentially different issue prices and with different underwriting discounts. This flexibility allows the bank to adjust pricing based on market conditions and investor demand. The return on investment will depend in part on the issue price paid by each individual investor, meaning that investors purchasing at different times may experience materially different returns even if Target's stock follows an identical price path.

Registration and Legal Framework for the Offering

The notes are being offered pursuant to Registration Statement No. 333-284538 filed with the Securities and Exchange Commission. The preliminary pricing supplement was dated July 16, 2026, and marked "Subject to Completion," indicating that certain material terms would be finalized on the trade date of July 20, 2026. The notes are part of the Medium-Term Notes, Series F program of GS Finance Corp., representing one offering within a broader series of structured debt instruments. The governing documentation includes a senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015, between GS Finance Corp., The Goldman Sachs Group, Inc., and The Bank of New York Mellon as trustee.

The notes are issued in book-entry form and represented by master note no. 3, dated March 22, 2021, registered with the Depository Trust Company. This book-entry structure means investors do not receive physical note certificates but rather maintain electronic records of ownership through the depository system. The prospectus for this offering incorporates by reference the general terms supplement no. 17,745 dated January 20, 2026, the prospectus supplement dated February 14, 2025, and the prospectus dated February 14, 2025. Information in the pricing supplement supersedes any conflicting information in these underlying documents.

Credit Risk of Issuers and Guarantee Structure

While the notes are issued by GS Finance Corp., a special purpose subsidiary, they carry the full and unconditional guarantee of The Goldman Sachs Group, Inc., one of the world's largest investment banking and financial services firms. This guarantee structure means that investors have recourse against Goldman Sachs' consolidated balance sheet should GS Finance Corp. fail to meet its obligations. The disclosure explicitly directs investors to page PS-8 of the pricing supplement for additional information regarding credit risk considerations. Investors considering these notes should evaluate The Goldman Sachs Group, Inc.'s creditworthiness, as the notes' ultimate security depends upon the parent company's financial condition and willingness to honor its guarantee.

The notes are not bank deposits and carry no protection from the Federal Deposit Insurance Corporation or any other governmental agency. They are unsecured obligations of GS Finance Corp., ranking equally with other senior unsecured debt of the issuer. Unlike bank deposits or Treasury securities, the notes depend entirely on the creditworthiness of the issuer and guarantor. The preliminary prospectus emphasizes that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of the prospectus.

Target Corporation Performance and Equity-Linked Risk Factors

The economic performance of these notes is entirely dependent on the price movement of Target Corporation's common stock over the three-year holding period from July 2026 through July 2029. Target, one of the largest retailers in the United States, operates general merchandise stores across the country and engages in e-commerce operations. The retailer's stock price can be influenced by factors including consumer spending patterns, economic conditions, competition from other retailers and online platforms, labor cost inflation, supply chain disruptions, and management execution of strategic initiatives. Any material adverse development in Target's business or broader retail industry conditions could depress the stock price and negatively impact note values.

Investors should recognize that equity-linked structures like these notes magnify exposure to the underlying stock through leverage and embedded options. The coupon trigger level set at 50% of the initial price means that Target must maintain a relatively strong stock price to generate coupon income, while the automatic call feature and principal repayment structure create asymmetric risk exposure. Investors considering these notes should conduct thorough due diligence on Target's financial condition, competitive positioning, and industry outlook before committing capital. The three-year maturity period represents a substantial commitment of capital with limited liquidity unless the notes are called early or traded in a secondary market that may or may not provide favorable pricing.

Secondary Market Trading and Liquidity Considerations

Following initial sale, the notes may trade in a secondary market, though the disclosure indicates that unless otherwise informed by Goldman Sachs or its agent, the prospectus should be presumed to be used in market-making transactions. This language suggests that Goldman Sachs or its affiliates may make a market in the notes after their initial distribution, providing some liquidity to investors who wish to exit positions prior to maturity. However, structured products like these notes typically experience limited secondary market liquidity compared to vanilla corporate bonds or exchange-traded equities, and bid-ask spreads in secondary market transactions can be substantially wider than typical equity or bond spreads.

Investors should not assume they can easily liquidate these notes at favorable prices if they need to raise cash before maturity. The market value of the notes will fluctuate based on changes in Target's stock price, prevailing interest rates, and market perceptions of credit risk. An investor's actual purchase price, if acquired in the secondary market, could differ significantly from the estimated value of $925 to $955 per $1,000 face amount established at the time of initial pricing. Secondary market pricing would reflect current market conditions rather than historical valuations.