Goldman Sachs Launches Digital Buffered Basket-Linked Notes Tied to Seven Major Technology and Retail Stocks

Structure and Payoff Mechanism of the Buffered Basket Product

The notes represent a structured investment product that tracks the performance of an equally weighted basket of seven major publicly traded companies across technology, retail, and pharmaceutical sectors. Each of the seven basket stocks—Costco Wholesale Corporation, EMCOR Group, Inc., International Business Machines Corporation, Netflix, Inc., NVIDIA Corporation, Oracle Corporation, and Regeneron Pharmaceuticals—begins with an initial weighting of approximately 14.286 percent and an initial weighted value of 100 divided by 7. The initial basket level is set at 100, and the final basket level will be calculated by measuring the percentage change in each basket stock's price from the trade date (expected July 24, 2026) to the determination date (expected August 24, 2027), then weighting each change according to the stock's initial allocation.

The payoff structure incorporates a buffer mechanism designed to protect investors from modest market declines. According to the disclosure, if the final basket level is greater than or equal to the initial basket level—meaning the basket has appreciated—investors will receive the maximum settlement amount for each $1,000 face amount of notes. If the final basket level declines by up to 20 percent from the initial level, investors will receive the full face amount of $1,000 per $1,000 note. However, if losses exceed 20 percent, investors participate in losses dollar for dollar. The filing states that in this scenario, the return on the notes will equal the basket return plus 20 percent, meaning investors could lose a significant portion of their principal investment.

Composition of the Underlying Basket Stocks

The seven basket stocks represent a diversified selection of large-capitalization corporations operating across distinct industry segments. Costco Wholesale Corporation operates in the retail sector, while EMCOR Group, Inc. operates in the mechanical and electrical construction services industry. International Business Machines Corporation and Oracle Corporation are both major software and technology infrastructure providers. Netflix, Inc. operates in the digital streaming entertainment sector, and NVIDIA Corporation manufactures graphics processing units and artificial intelligence chips. Regeneron Pharmaceuticals develops and manufactures biopharmaceutical products. This composition exposes investors to varying economic sensitivities across consumer discretionary, industrial services, information technology, and healthcare sectors.

The equally weighted structure means that the initial contribution of each basket stock to overall basket performance is uniform at the outset, with each stock representing approximately 14.286 percent of the basket. However, the disclosure notes that declines in one basket stock may offset increases in another, illustrating the diversification benefit and concentration risk inherent in the product. Investors analyzing this product would need to consider how correlations between these disparate stocks might evolve during the holding period and how sector-specific headwinds could affect overall basket performance.

Valuation and Pricing Parameters for Initial Investors

The filing discloses that the estimated value of the notes at the time the terms are set on the trade date is expected to be between $925 and $955 per $1,000 face amount. This valuation range reflects pricing models used by Goldman Sachs & Co. LLC and incorporates the company's credit spreads. The spread between the estimated value and the $1,000 face amount represents the economic cost of the product features, including the buffer protection and the exposure to the underlying basket. The original issue price is stated as 100 percent of the face amount, meaning investors purchasing at issuance would pay $1,000 per note despite the estimated fair value being notably lower.

The disclosure explains that Goldman Sachs & Co. LLC may make a market in the notes after their initial sale, with bid and ask spreads applied to the pricing. The company states that prior to a date that was not disclosed in the filing excerpt provided, the price at which Goldman Sachs would buy or sell notes would equal the then-current estimated value plus any remaining additional amount. This additional amount will decline to zero on a straight-line basis from the time of pricing through an unspecified date. After that date, the price at which Goldman Sachs would buy or sell the notes would reflect only the then-current estimated value based on its pricing models. Investors should note that the value of the notes at any time will reflect many factors and cannot be predicted with certainty.

Guarantor Credit Quality and Issuance Structure

The notes are issued by GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company. This guarantee means that investors have recourse to both the issuer and the guarantor for repayment of principal and the settlement amount at maturity. The notes are issued under a senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015, with The Bank of New York Mellon serving as trustee. The notes are issued in book-entry form and represented by master note number 3, dated March 22, 2021. The CUSIP and ISIN identifiers are 40054XST6 and US40054XST62, respectively.

As structured products issued by a major investment bank, these notes carry the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc. The disclosure emphasizes that the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Investors evaluating this product should carefully consider the creditworthiness of the guarantor and the potential for the note's value to be affected by changes in credit spreads and market conditions independent of the underlying basket performance. The filing directs investors to page S-19 of the prospectus for a more detailed discussion of credit risks.

Timeframe and Key Dates for Settlement and Performance Measurement

The notes are expected to have an original issue date of July 29, 2026, with the trade date expected to be July 24, 2026. The stated maturity date is August 27, 2027, and the determination date—the date on which the final basket level is calculated to determine the settlement amount—is expected to be August 24, 2027. These dates provide approximately one year of exposure to the underlying basket stocks' performance. The initial stock prices for each basket stock will be set on the trade date and will be either an intra-day price or the closing price of one share of such basket stock on that date, as determined by the issuer.

The three-day gap between the determination date (August 24, 2027) and the stated maturity date (August 27, 2027) provides time for calculation and settlement processing. Investors should understand that the performance measurement is based on the full holding period from the trade date through the determination date, and any interim price movements during the year are not directly relevant to the settlement amount unless they result in a final price at the determination date that triggers different payout tiers. The disclosure specifies that the final basket level will equal the sum of the products calculated for each basket stock of its final stock price divided by its initial stock price, multiplied by its initial weighted value.

Prospectus Framework and Regulatory Filing Status

The disclosure is filed as a preliminary prospectus supplement pursuant to Rule 424(b)(2), with a registration statement number of 333-284538. The filing document is dated July 21, 2026, and is marked "Subject to Completion," indicating that certain terms and pricing details remain subject to change before the prospectus supplement becomes final. The prospectus supplement constitutes a supplement to the prospectus dated February 14, 2025, and a prospectus supplement also dated February 14, 2025, both of which are incorporated by reference. The notes are part of the Medium-Term Notes, Series F program of GS Finance Corp.

The regulatory framework specifies that information in the preliminary prospectus supplement is not complete and may be changed. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the accuracy or adequacy of the prospectus, as is standard in securities offerings. The prospectus supplement notes that GS Finance Corp. or Goldman Sachs & Co. LLC may use this prospectus in the initial sale or in market-making transactions after the initial sale. Unless otherwise informed in the confirmation of sale, the prospectus will be used in connection with a market-making transaction.

Distribution and Pricing for Different Investor Classes

The disclosure indicates that the original issue price is 100 percent of the face amount, with an underwriting discount and net proceeds to the issuer that are not fully specified in the excerpt provided. The filing notes that the original issue price will be different for certain investors and directs readers to the "Supplemental Plan of Distribution" on page S-47 for additional information regarding the fees comprising the underwriting discount. This suggests that different investor categories may receive different pricing, which is common in structured product offerings where institutional investors and different distribution channels receive varying treatment.

The prospectus supplement also states that GS Finance Corp. may decide to sell additional notes after the date of the prospectus supplement at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth for the initial offering. This means that the return on an investment in the notes could depend in part on the issue price paid by the investor. Those purchasing at issuance at 100 percent of face value may have a different economic outcome compared to those purchasing additional notes at potentially different prices in the secondary market.

Key Risk Factors for Investors Considering This Product

The filing emphasizes that investors should read the disclosure thoroughly to understand the terms and risks of the investment, including the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc. One significant risk is that while the 20 percent buffer provides protection against modest declines, investors can lose a significant portion of their principal if the basket declines by more than 20 percent from the initial level. The disclosure notes that declines in one basket stock may offset increases in other basket stocks, meaning that even if some holdings perform well, poor performance in other holdings could result in an overall negative basket return.

Another consideration is that the estimated value at pricing ($925 to $955 per $1,000 face amount) is substantially below the issuance price of 100 percent of face value. This valuation gap reflects the cost of the structured features and the issuer's profit margin on the offering. Additionally, investors must consider the credit quality of the guarantor and the fact that the notes are not FDIC-insured and are not obligations of any bank. The notes' value will be affected not only by the performance of the underlying basket but also by changes in market conditions, interest rates, and the creditworthiness of the issuer and guarantor over the holding period.

Secondary Market Considerations and Market-Making Provisions

The disclosure states that Goldman Sachs & Co. LLC may make a market in the notes after their initial sale, but is not obligated to do so. This means that investors seeking to sell the notes prior to maturity should not assume that a liquid secondary market will exist. The filing specifies that the price at which Goldman Sachs would buy or sell notes in the secondary market would initially include an additional amount above the estimated value, and this additional amount would decline to zero on a straight-line basis over a specified period. Investors need to understand that secondary market pricing may differ substantially from theoretical fair value, and bid-ask spreads imposed by any market maker would represent additional costs to those trading before maturity.

The prospectus supplement notes that unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, the prospectus is being used in a market-making transaction. This provision clarifies the legal framework under which secondary market trades would be conducted. Investors holding these notes to maturity would not face secondary market pricing risk, but those seeking to exit positions early would need to transact through whatever market liquidity is available, potentially at unfavorable prices relative to intrinsic value.