Goldman Sachs Prices Autocallable S&P 500 Index-Linked Notes Due 2029 With 145% Upside Participation and 25% Downside Buffer

Structure of the GS Finance Corp. Autocallable S&P 500 Notes Offering

The notes are being issued under GS Finance Corp.'s Medium-Term Notes, Series F program and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The preliminary pricing supplement, filed pursuant to Rule 424(b)(2) under Registration Statement No. 333-284538, describes the notes as structured products whose payment at maturity — if not automatically called — is directly linked to the performance of the S&P 500 Index, identified by Bloomberg symbol "SPX Index." The aggregate face amount of the offering was not finalized in this preliminary document, as several key terms remain subject to being set on the trade date of July 28, 2026.

The notes will be issued in book-entry form and represented by master note no. 3, dated March 22, 2021. They will be issued under the 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. Goldman Sachs & Co. LLC ("GS&Co.") is named as the calculation agent. The CUSIP number assigned to this offering is 40054XP93, and the corresponding ISIN is US40054XP934.

How the Automatic Call Feature Works and What Investors Receive If Triggered

The most immediate event investors should focus on is the single automatic call observation date of July 28, 2027 — exactly one year after the trade date. The disclosure states that the notes will be automatically called if the closing level of the S&P 500 Index on that date is greater than or equal to the initial underlier level established on the trade date. Should that condition be met, the company will pay holders $1,090 in cash for each $1,000 of outstanding face amount on the call payment date of August 4, 2027, representing a fixed return of 9% on the invested face amount over a one-year holding period.

This automatic call mechanism introduces a reinvestment risk for investors, particularly in a rising-market environment: if the S&P 500 is at or above its July 28, 2026 level by July 28, 2027, the notes are redeemed early at $1,090 regardless of how much the index may have risen above that threshold. Investors who anticipated longer-term upside participation would receive only the fixed $90 per $1,000 gain and would need to reinvest elsewhere. The filing does not disclose the probability of the call being triggered, as market conditions will determine the outcome.

Maturity Payout Scenarios: Gains, Capital Protection, and Full Loss Risk

If the notes are not automatically called on July 28, 2027, their value at maturity on August 6, 2029 — based on the closing level of the S&P 500 on the determination date of July 30, 2029 — will follow one of three distinct formulas. First, if the final underlier level is greater than the initial underlier level, holders will receive $1,000 plus $1,000 multiplied by the 145% upside participation rate multiplied by the underlier return. This means investors capture more than the index's gain on the upside, with every 10% S&P 500 advance translating to a 14.5% return on the note.

Second, if the final underlier level is below the initial underlier level but remains at or above 75% of the initial level — the trigger buffer level — investors receive their full $1,000 face amount back, absorbing no loss despite a negative S&P 500 return of up to 25%. Third, and critically, if the S&P 500 closes below 75% of its initial level on the determination date, investors receive $1,000 plus $1,000 multiplied by the full underlier return, meaning they participate in losses on a one-for-one basis below that threshold. The filing explicitly warns that investors could lose their entire investment under this scenario.

The Notes Bear No Interest: Understanding the Cost of the Embedded Features

The pricing supplement explicitly states that the notes do not bear interest. This is a standard structural feature of many autocallable index-linked notes, where the economic value of the interest that would otherwise have been earned by the issuer on the proceeds is used to fund the embedded optionality — including the 145% upside participation, the 25% downside buffer, and the fixed 9% call premium. For investors accustomed to fixed-income products, the absence of periodic coupon payments represents a meaningful opportunity cost, particularly in the current rate environment.

This characteristic also means that if the notes are held to maturity and the S&P 500 finishes within the range that returns the $1,000 face amount — meaning a decline of up to 25% — investors will have earned no return on their capital over a holding period of approximately three years. The filing's disclosure of a zero-interest structure underscores the importance of understanding the full payout profile before committing capital to such an instrument.

Estimated Value at Trade Date Is Below the Original Issue Price

One of the most important disclosures for prospective investors relates to the estimated value of the notes on the trade date. The filing states that the estimated value of the notes on the trade date is expected to be between $925 and $955 per $1,000 face amount, which is explicitly noted as being less than the original issue price. The original issue price is 100% of face amount, meaning investors purchasing the notes at issuance are immediately accepting an estimated economic value that is $45 to $75 below what they pay, per $1,000 invested.

The filing attributes this difference to the costs embedded in the notes, which include the underwriting discount and other issuance-related costs. The underwriting discount is described as 1% of the face amount, and net proceeds to the issuer are also listed as 1% of the face amount, though exact dollar figures were not finalized at the time of the preliminary filing. The disclosure notes that the original issue price will differ for certain investors, with further detail provided in the "Supplemental Plan of Distribution; Conflicts of Interest" section of the prospectus.

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

The pricing supplement draws investors' attention directly to the credit risk associated with these notes. The document states that investors should read its disclosure to better understand the risks of the investment, including the credit risk of GS Finance Corp. as issuer and The Goldman Sachs Group, Inc. as guarantor, referencing page PS-8 of the supplement for further detail. Unlike bank deposits, the notes are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and they are not obligations of, or guaranteed by, a bank.

Because the notes are senior unsecured obligations of GS Finance Corp., fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., their ultimate redemption depends on the financial health of both entities throughout the term. Should either entity encounter financial distress, investors' ability to recover principal or any other amounts due could be impaired. This credit risk is layered on top of the market risk associated with S&P 500 performance, making the overall risk profile multi-dimensional for structured product investors.

Role of Goldman Sachs and Co. LLC as Calculation Agent and Potential Conflicts of Interest

Goldman Sachs & Co. LLC has been designated as the calculation agent for the notes. As an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc., GS&Co. holds a dual role — it is also the underwriter distributing the notes. The filing acknowledges that GS Finance Corp. or its affiliates, including GS&Co., may use the prospectus in market-making transactions after the initial sale of the notes. The disclosure notes that unless GS Finance Corp. or its agent informs a purchaser otherwise in the confirmation of sale, the prospectus is being used in a market-making transaction.

This arrangement means Goldman Sachs entities are involved in pricing, distributing, and potentially making a secondary market in the notes, as well as calculating all settlement amounts. The pricing supplement references a "Supplemental Plan of Distribution; Conflicts of Interest" section, indicating that the filing acknowledges these overlapping roles. Investors evaluating the secondary market liquidity of these notes should consider that market-making is discretionary and not guaranteed, and secondary market prices may differ significantly from estimated values disclosed at issuance.

Key Dates Governing the Lifecycle of the S&P 500-Linked Notes

The timeline governing these notes is well-defined in the preliminary supplement and spans approximately three years from issuance. The trade date is set for July 28, 2026, with the original issue date following on July 31, 2026. The sole call observation date is July 28, 2027, with any resulting call payment made on August 4, 2027. If the notes are not called, the determination date — on which the final S&P 500 level is recorded — is July 30, 2029, and the stated maturity date on which final payment would be made is August 6, 2029. All dates are described as subject to adjustment as outlined in the accompanying general terms supplement.

The relatively compact structure — one call date and one maturity date — simplifies the decision tree for investors relative to more complex multi-observation structured products. However, it also concentrates risk entirely on two S&P 500 closing levels: the level on July 28, 2027 for call purposes and the level on July 30, 2029 for maturity payout. A single day's closing level on each of those dates will determine the entire economic outcome of the investment, leaving no room for averaging or path-dependent adjustments.

Supplemental Prospectus Documents and Governing Program Details

The offering is part of GS Finance Corp.'s broader Medium-Term Notes, Series F program and is governed by multiple layered disclosure documents. Investors are directed to read the pricing supplement in conjunction with 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 this pricing supplement supersedes any conflicting information in the documents listed above, and that some terms or features described in the listed documents may not apply to the specific notes being offered.

The preliminary nature of the pricing supplement means that several key terms — including the aggregate face amount, the exact original issue price for certain investors, the additional amount, and the additional amount end date — had not been finalized as of the filing date of July 14, 2026. These terms are expected to be confirmed in the final pricing supplement once the trade date of July 28, 2026 has passed and the initial underlier level has been established. Investors and market participants tracking this offering should consult the final pricing supplement for complete and binding terms.