Goldman Sachs Finance Issues $18.1 Million Autocallable Index-Linked Notes Due 2028

Structure and Principal Protection Terms of the Index-Linked Notes

The offering documentation discloses that investors in these autocallable notes face significant downside risk, with explicit warning that the entire investment could be lost. At maturity, if notes have not been automatically called, payment depends on the performance of the weakest-performing of three equity indices. The disclosure states that for each $1,000 face amount, investors receive either the full $1,000 principal if all three underliers finish at or above their trigger buffer level of 65% of initial levels, or $1,000 plus a loss amount calculated by the lesser performing underlier return if any underlier closes below its trigger buffer level.

The initial underlier levels set the baseline for performance calculation: the Dow Jones Industrial Average at 52,146.42, the Russell 2000 Index at 2,962.217, and the S&P 500 Index at 7,457.69. These levels were established as of the trade date of July 17, 2026. The documentation emphasizes that the final underlier level for each index will be determined on the determination date, which is scheduled as the last coupon observation date of July 17, 2028. The calculation agent, Goldman Sachs & Co. LLC, will determine all underlier returns and related payments according to the contractual formulas disclosed in the prospectus.

Monthly Coupon Payment Mechanics and Contingency Requirements

The notes are designed to pay a monthly contingent coupon on predetermined coupon payment dates, subject to specific performance triggers. The disclosure indicates that on each coupon observation date, if the closing level of each of the three underliers is greater than or equal to its coupon trigger level of 65% of its initial underlier level, investors receive $8.459 per $1,000 face amount, representing 0.8459% monthly or potential for up to approximately 10.15% per annum. However, if the closing level of any single underlier falls below its coupon trigger level on the observation date, no coupon payment is made that month.

The coupon payment schedule runs from August 20, 2026 through July 20, 2028, with monthly observation and payment dates disclosed in the offering materials. The contingent nature of the coupons means that investors must monitor all three underlying indices monthly, as even a single index falling below the 65% threshold results in a complete loss of that month's coupon across all notes held. This all-or-nothing coupon structure represents a key risk feature that investors must evaluate against the potential for the stated annual coupon rate.

Automatic Call Feature and Early Redemption Conditions

The notes incorporate an automatic call feature that allows the issuer to redeem the notes early under specified conditions. The disclosure states that the notes will be automatically called on any of seven designated call observation dates—occurring quarterly from October 19, 2026 through April 17, 2028—if the closing level of each underlier is greater than or equal to its initial underlier level on that date. If this condition is met, the issuer will pay $1,000 face amount per note plus any coupon then due on the following call payment date.

This automatic call mechanism creates a capped upside scenario for investors. If all three indices remain at or above their initial levels on any quarterly observation date, the issuer will redeem the notes at par plus the accrued coupon, ending the investment early. Investors therefore benefit from upside performance only up to the point where the automatic call is triggered; any gains beyond the initial levels are not captured by noteholders. The filing lists seven specific call observation dates, with the earliest being October 19, 2026, meaning the notes could potentially be redeemed within approximately three months of issuance.

Underlier Selection and Performance Tracking Methodology

The notes are linked to three major broad-based equity indices: the Dow Jones Industrial Average with Bloomberg symbol INDU Index, the Russell 2000 Index with Bloomberg symbol RTY Index, and the S&P 500 Index with Bloomberg symbol SPX Index. The use of three indices rather than a single index creates compounding complexity for investors, as the notes' returns depend on the worst-performing index rather than the best or average performance. This "worst of three" structure means that even if two indices perform strongly, if one index declines significantly below the trigger buffer level, investors face substantial losses.

The underlier return for each index is calculated as the difference between its final underlier level on the determination date and its initial underlier level, divided by the initial underlier level. The lesser performing underlier return—the return of whichever index performs worst—determines the loss amount if any index falls below the 65% trigger buffer level. The calculation agent, Goldman Sachs & Co. LLC, will measure closing levels on specified observation dates and determine all related calculations. The final determination date is set as July 17, 2028, the last coupon observation date before the stated maturity date of July 20, 2028.

Issue Terms and Investor Pricing Considerations

The notes were priced at 100% of face amount with zero underwriting discount and net proceeds to the issuer of 100% of the $18,071,000 aggregate face amount. The trade date was July 17, 2026, with original issue date of July 22, 2026. The pricing supplement is numbered 25,999 and dated July 17, 2026. The disclosure states that Goldman Sachs & Co. LLC estimated the value of the notes on the trade date to be not less than the face amount, though investors should note that this estimated value reflects conditions as of the pricing date and does not represent a guarantee of future value.

The prospectus discloses that GS Finance Corp. or its agents may sell additional notes after the initial offering at different issue prices and underwriting discounts. The disclosure explicitly states that the return on investment, whether positive or negative, will depend in part on the issue price paid, and that subsequent market sales may differ from the initial terms. The CUSIP is 40054XQT8 and the ISIN is US40054XQT80. The notes are issued in book-entry form and represented by master note number 3 dated March 22, 2021.

Credit Guaranty and Issuer Structure

The notes are issued by GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company. The prospectus materials emphasize that investors assume credit risk on both the issuer and the guarantor. The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and are not obligations of or guaranteed by any bank. The prospectus supplement dated February 14, 2025, the general terms supplement number 17,745 dated January 20, 2026, and the underlier supplement number 49 dated June 24, 2026, are incorporated by reference and should be reviewed in conjunction with the pricing supplement.

The notes are issued under the senior debt indenture dated October 10, 2008, between GS Finance Corp. as issuer, The Goldman Sachs Group, Inc. as guarantor, and The Bank of New York Mellon as trustee, as supplemented by the First Supplemental Indenture dated February 20, 2015. This indenture structure, referred to in the prospectus supplement as the "GSFC 2008 indenture," governs the legal and operational framework for the notes. Investors should understand that they are extending credit to both the finance subsidiary and relying on the guarantee of the parent financial institution.

Documentation Hierarchy and Conflicts Resolution

The disclosure clarifies the hierarchy of offering documents and how conflicts are resolved between multiple prospectus supplements and general terms. The pricing supplement constitutes a supplement to the prospectus dated February 14, 2025, the prospectus supplement dated February 14, 2025, underlier supplement number 49 dated June 24, 2026, and general terms supplement number 17,745 dated January 20, 2026. In the event of conflicting information, the terms stated in the pricing supplement take precedence over the earlier-dated documents. The prospectus further notes that some terms or features described in the referenced documents may not apply to these specific notes.

The filing states that the issuer has not authorized anyone to provide information or representations beyond those contained in or incorporated by reference in the pricing supplement and accompanying documents. The prospectus explicitly disclaims responsibility for reliability of information provided by other sources. The information contained in the pricing supplement is current only as of the respective dates of the documents and investors are directed to review all incorporated documents to understand the complete terms, risks, and conditions applicable to the notes.

Market-Making and Secondary Trading Framework

The disclosure indicates that Goldman Sachs & Co. LLC or other affiliates of GS Finance Corp. may use the prospectus in market-making transactions in the notes after initial sale. The pricing supplement states 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 language indicates that secondary market trading in these notes is contemplated and that the issuer or its affiliates may act as principal in such trading, potentially creating different pricing in secondary markets than the initial offering price of par.

Investors should understand that any decision to sell notes in a secondary market will depend on the availability and pricing of a dealer willing to purchase them. The prospectus does not guarantee any minimum bid-ask spread or liquidity in secondary markets. The terms of resale, including any market-making spreads or commissions, would be determined at the time of transaction and are not specified in the offering materials. The prospectus notes that the estimated value of the notes on trade date reflected conditions as of July 17, 2026, and investors are warned that this valuation methodology is subject to many factors that cannot be predicted.

Risk Factors and Loss Scenarios

The prospectus disclosure emphasizes multiple scenarios in which investors could experience significant losses or total loss of principal. If all three underliers perform moderately or decline over the two-year holding period, and if the closing levels on the determination date fall below the 65% trigger buffer level, investors receive less than their principal amount back. For example, if the worst-performing index declines 35%, investors receive $650 per $1,000 invested at maturity, representing a 35% loss. The disclosure includes a warning that "you could lose your entire investment in the notes" if market conditions move substantially against the investor's position.

The notes also carry counterparty and credit risk associated with both GS Finance Corp. and The Goldman Sachs Group, Inc., and investors must evaluate the creditworthiness of both entities. The automatic call feature caps upside gains even if equity markets perform strongly, limiting the benefit of bullish market moves. The contingent coupon structure means that if markets decline even moderately, monthly coupon payments cease entirely, reducing the income component of returns. Additionally, the "worst of three" structure compounds risk exposure by making the notes vulnerable to the underperformance of any single index rather than benefiting from diversification.

Determination Dates and Final Maturity Timeline

The stated maturity date for the notes is July 20, 2028, approximately two years from the July 22, 2026 issue date. The determination date—the date on which final underlier levels are established for payment calculations—is July 17, 2028, which is the last coupon observation date before maturity. This means that all observations for coupon eligibility and final payment calculations occur over the approximately two-year period from August 2026 through July 2028. The notes have seven designated call observation dates between October 2026 and April 2028, any of which could trigger early redemption if the automatic call condition is met.

The coupon payment schedule extends monthly from August 20, 2026 through July 20, 2028, with observation dates occurring three business days prior to each payment date. Investors should plan cash flow management around these scheduled payment dates and monitor quarterly call observation dates to understand when early redemption could occur. The prospectus notes that all dates are subject to adjustment as described in the accompanying general terms supplement, meaning that market holidays or other circumstances could modify specific observation or payment dates.