Goldman Sachs Prices $4.84 Million Autocallable Contingent Coupon Notes Linked to Nasdaq-100, Russell 2000, and S&P 500 Indexes Due 2029

Structure and Issuer Details for the July 2026 GS Finance Corp. Note Offering

GS Finance Corp. issued the notes on July 15, 2026, as part of its Medium-Term Notes, Series F program. The Goldman Sachs Group, Inc. provides a full and unconditional guarantee on the notes, meaning that in the event GS Finance Corp. is unable to meet its payment obligations, the parent entity steps in as obligor. The disclosure identifies Goldman Sachs & Co. LLC as both the underwriter and the calculation agent for the notes, a dual role that the filing flags as a potential conflict of interest, directing investors to the "Supplemental Plan of Distribution; Conflicts of Interest" section for further detail.

The notes were issued under a senior debt indenture dated October 10, 2008, as supplemented by a First Supplemental Indenture dated February 20, 2015, with The Bank of New York Mellon acting as trustee. The CUSIP identifier for the notes is 40054XM47, and the ISIN is US40054XM477. This update was filed as Amendment No. 1 to Pricing Supplement No. 25,873, originally dated July 10, 2026, reflecting a formal amendment to the initial pricing terms communicated to the market.

The Three Underlier Indexes and Their Initial Reference Levels

The notes are linked to the simultaneous performance of three widely tracked U.S. equity benchmarks. The Nasdaq-100 Index had an initial underlier level of 29,825.11 at the trade date, the Russell 2000 Index had an initial underlier level of 2,977.805, and the S&P 500 Index had an initial underlier level of 7,575.39. The disclosure clarifies that each initial underlier level represents either an intra-day level or the closing level of the relevant index on the trade date of July 10, 2026.

The choice to link the notes to three distinct indexes — covering large-cap growth equities through the Nasdaq-100, small-cap domestic equities through the Russell 2000, and broad large-cap equities through the S&P 500 — introduces what is commonly referred to as a "worst-of" payoff structure. This means that the outcome at maturity, coupon payments, and automatic call eligibility are all governed by the underlier that performs least favorably among the three. Investors are therefore exposed to the individual risks of each index without benefiting from any diversification offset between the three underliers.

How Monthly Coupon Payments Are Earned and When They Are Withheld

The notes carry a contingent monthly coupon that is not guaranteed. According to the disclosure, on each coupon payment date, the issuer will pay $11.042 per $1,000 of outstanding face amount — equivalent to a monthly rate of 1.1042%, or approximately 13.25% per annum — but only if the closing level of each of the three underliers is greater than or equal to its coupon trigger level on the corresponding coupon observation date. If any single underlier closes below its 70% trigger level, no coupon is paid for that period and the potential income is permanently forfeited for that observation date.

The first coupon observation date falls on August 10, 2026, with a corresponding payment date of August 13, 2026. Observation dates then recur on a monthly schedule through to July 10, 2029, with the final coupon observation date coinciding with the determination date. The filing includes a full schedule of 36 coupon observation and payment dates, confirming that investors will be evaluated monthly throughout the life of the notes. Missing a single coupon observation threshold results in zero income for that month, with no mechanism for catch-up or accrual in subsequent periods.

The Automatic Call Mechanism and Early Redemption Terms

The notes include an automatic call feature that could redeem principal prior to the stated maturity date of July 13, 2029. The disclosure states that the notes will be automatically called if the closing level of each of the three underliers is greater than or equal to its respective initial underlier level on any call observation date. Call observation dates begin on October 12, 2026, and run monthly through June 11, 2029, meaning investors could face early redemption as soon as approximately three months after issuance.

Upon an automatic call, the issuer will pay $1,000 per $1,000 of outstanding face amount on the applicable call payment date, along with any coupon then due for that observation period. Investors who are called out early would receive full return of face value plus any earned coupon for that month, but would forgo all future potential coupon income. The call feature therefore creates reinvestment risk, particularly in scenarios where all three equity indexes recover quickly and remain above their starting levels, triggering early redemption at a point when the investor may have been anticipating continued monthly coupon income.

Principal Protection, Trigger Buffer, and Downside Exposure at Maturity

The notes do not offer unconditional principal protection. The disclosure makes clear that investors could lose their entire investment. At maturity, if the notes have not been automatically called, the cash settlement amount depends on the final performance of all three underliers. If the final level of each underlier is greater than or equal to 70% of its initial level — the trigger buffer level — the investor receives $1,000 per $1,000 of face amount plus any final coupon due. However, if any single underlier closes below its 70% trigger buffer level on the determination date, the investor receives $1,000 plus ($1,000 multiplied by the lesser performing underlier return), a formula that can result in substantial losses.

To illustrate using the filing's disclosed structure: if the worst-performing underlier has fallen 50% from its initial level by July 10, 2029, an investor holding $1,000 face amount would receive $500 at maturity, representing a 50% loss on principal. The 70% trigger buffer level is intended to absorb a moderate degree of index decline before principal begins to erode, but offers no protection against declines of more than 30% in the worst-performing index. Investors should be aware that the "worst-of" feature concentrates downside risk on whichever of the three underliers performs most poorly, regardless of the performance of the other two.

Pricing, Underwriting Discount, and Estimated Note Value

The notes were sold at 100% of face amount, generating gross proceeds of $4,844,000. An underwriting discount of 0.4% of face amount was charged, resulting in net proceeds to the issuer of 99.6% of face amount. The disclosure notes that the underwriting discount encompasses various fees, directing readers to the "Supplemental Plan of Distribution; Conflicts of Interest" section for a full breakdown. The company did not disclose specific dollar amounts for the underwriting discount or net proceeds in simplified form beyond the percentage figures provided.

Regarding the estimated value of the notes, the disclosure states the estimated value on the trade date was "not less than the face amount of such notes," which is an unusual formulation that reflects the structured product's pricing methodology rather than a conventional market valuation. The filing cautions that the estimated value of the notes at any time will reflect many factors and cannot be predicted, and directs investors to the relevant section of the prospectus for further explanation. The filing also notes that additional notes may be sold after the initial offering date at potentially different issue prices and underwriting discounts, meaning returns could vary depending on when notes were acquired.

Credit Risk Exposure to GS Finance Corp. and The Goldman Sachs Group, Inc.

The disclosure prominently draws investor attention to the credit risk associated with both GS Finance Corp. as issuer and The Goldman Sachs Group, Inc. as guarantor. The notes are unsecured senior obligations of GS Finance Corp. and are not bank deposits, are not insured by the Federal Deposit Insurance Corporation, and are not obligations of or guaranteed by any bank. The filing directs investors to page PS-8 of the pricing supplement for a full discussion of these credit risks.

Because the notes are senior debt instruments of GS Finance Corp. rather than deposits or government-backed instruments, the ultimate repayment of principal and any coupon payments depends on the financial condition and creditworthiness of both the issuer and the guarantor. In a scenario where GS Finance Corp. or The Goldman Sachs Group, Inc. were to experience financial stress, noteholders would rank alongside other senior unsecured creditors. This credit dimension adds a layer of risk that is separate from and independent of the index performance risk discussed elsewhere in the disclosure.

Market-Making Activities and Secondary Market Considerations

The disclosure states that GS Finance Corp. may use the prospectus in the initial sale of the notes, and that Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use the prospectus in market-making transactions in the notes after their initial sale. Unless the confirmation of sale indicates otherwise, the prospectus is described as being used in a market-making context. This means investors who purchase the notes in the secondary market, rather than at initial issuance, may be doing so at prices that differ from the original issue price, and that the returns on their investment would be calculated accordingly.

The filing does not guarantee the existence of a liquid secondary market for the notes, nor does it specify the prices or spreads at which Goldman Sachs & Co. LLC might make markets. Investors seeking to exit their position before the stated maturity date of July 13, 2029 would be dependent on market-making activity from affiliated entities, and there is no assurance that a buyer would be available at any given time or at a price acceptable to the seller. The immediate share price impact of this structured note offering was not clear from available public information, as the notes themselves are debt instruments rather than equity securities.

Governing Documentation and Regulatory Status of the Offering

The notes were issued pursuant to Registration Statement No. 333-284538 and filed under Rule 424(b)(2). The pricing supplement is accompanied by several foundational documents, including 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 a base Prospectus also dated February 14, 2025. The filing states that the information in the pricing supplement supersedes any conflicting information in those accompanying documents, and that some terms or features described in the listed documents may not apply to these specific notes.

The filing carries the standard regulatory disclaimer that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the securities, nor has any such body passed upon the accuracy or adequacy of the prospectus. The filing cautions that any representation to the contrary constitutes a criminal offense. These disclosures are standard for registered securities offerings in the United States, and investors are directed to read the full suite of accompanying documentation — not just the pricing supplement — before making any investment decision.