GS Finance Corp. filed a free writing prospectus on November 12, 2026, disclosing terms for Auto-Callable Dual Directional Trigger PLUS notes linked to NVIDIA Corporation common stock, with a stated maturity date expected to be November 24, 2028.

Key Highlights

  • Issuer and guarantor: GS Finance Corp. issued the notes, which are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. (NYSE:GS), under its Medium-Term Notes, Series F program.
  • Automatic call payment: If called on the call observation date expected November 29, 2027, holders receive at least $1,235.00 per $1,000 principal amount, equal to 123.50% of principal.
  • Downside threshold: The downside threshold price is set at 70.00% of the initial share price; losses occur only if the final share price falls below that level.
  • Leverage factor: If not called and the final share price exceeds the initial share price, the upside return is multiplied by a leverage factor of 150.00%.
  • Estimated value range: The filing states an estimated value range of $905 to $965 per security, which is less than the original issue price of $1,000.
  • CUSIP / ISIN: 40058MW38 / US40058MW389, with pricing expected on or about November 20, 2026, and original issue expected November 25, 2026.
  • Principal at risk: According to the filing, investors "may lose all or a significant portion of the principal amount" if the securities remain outstanding to maturity and the final share price is below the downside threshold.

Terms and Payment Structure of the GS Finance NVIDIA-Linked Notes

According to the filing, the notes are unsecured obligations of GS Finance Corp. and are part of the Goldman Sachs Medium-Term Notes, Series F program, guaranteed by The Goldman Sachs Group, Inc. The underlying stock is the common stock of NVIDIA Corporation, identified in the filing by Bloomberg ticker "NVDA UW." The initial share price will be the closing price of NVIDIA stock on the pricing date, expected on or about November 20, 2026.

The filing describes three possible payment outcomes at maturity if the securities are not automatically called. First, if the final share price is greater than the initial share price, the holder receives $1,000 plus a leveraged upside payment calculated as $1,000 multiplied by the 150.00% leverage factor multiplied by the share percent change. Second, if the final share price is at or below the initial share price but at or above the downside threshold price of 70.00% of the initial share price, the holder receives $1,000 plus a return equal to the absolute value of the share percent change, meaning a moderate decline in the stock price still generates a positive return. Third, if the final share price falls below the downside threshold price, the payment equals $1,000 multiplied by the share performance factor, exposing the holder to losses that could include the full principal amount.

The registration statement, including the preliminary pricing supplement dated November 11, 2026, general terms supplement no. 17,745 dated January 20, 2026, prospectus supplement dated February 14, 2025, and prospectus dated February 14, 2025, has been filed with the SEC under Registration Statement No. 333-284538. The filing notes that the estimated value range of $905 to $965 is less than the $1,000 original issue price, a difference the filing attributes to costs and the issuer's hedging-related charges described in the accompanying preliminary pricing supplement.

What Was Disclosed

GS Finance Corp. disclosed the key terms of principal-at-risk structured notes linked to NVIDIA Corporation common stock, including an automatic call feature, a 150.00% leverage factor on the upside, a 70.00% downside threshold, and an estimated value range of $905 to $965 per $1,000 note.