Goldman Sachs Finance Issues Autocallable Index-Linked Notes Tied to Tech, Small-Cap, and Broad Market Indexes

Structured Product Architecture and Multi-Index Design

The notes represent a complex structured product combining features of equity-linked securities with automatic call provisions. GS Finance Corp., the issuer, relies on a guarantee from its parent company, The Goldman Sachs Group, Inc., to backstop the credit risk to noteholders. The three-index construction—coupling the technology-heavy Nasdaq-100 Technology Sector Index with the small-capitalization Russell 2000 Index and the broad-based S&P 500 Index—creates exposure across different market segments and size classes within the U.S. equity market.

This multi-underlier structure means the notes' performance depends on the weakest-performing index among the three. Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining all relevant index levels and payment calculations. The notes are part of GS Finance Corp.'s Medium-Term Notes, Series F program and carry CUSIP 40054XSL3 and ISIN US40054XSL37. The offering documentation references general terms supplement no. 17,745 dated January 20, 2026, supplementary materials for each underlier, and a prospectus dated February 14, 2025.

Contingent Coupon Mechanics and Observation Schedule

The notes pay monthly coupon amounts contingent on barrier observation dates. On each coupon observation date, if all three underliers close at or above their respective coupon trigger levels—set at 60 percent of their initial levels—investors receive a coupon payment of $10.042 per $1,000 face amount. If any underlier closes below its coupon trigger level on the observation date, no coupon payment is made for that period. The filing discloses that the coupon structure provides potential for up to approximately 12.05 percent per annum, although actual coupon realization depends entirely on whether each underlier maintains the required barrier level on every observation date.

Coupon observation dates commence on August 24, 2026, and continue on a monthly schedule through July 23, 2029, with corresponding coupon payment dates typically three business days after each observation. This schedule spans approximately 36 monthly observation periods. The contingent nature of coupon payments introduces reinvestment risk and income volatility for noteholders. Any missed coupon payment is not made up or carried forward if barrier conditions are not met on a given observation date.

Automatic Call Feature and Early Redemption Dynamics

The notes incorporate an automatic call feature that may result in early redemption at par value. Beginning October 22, 2026, on each subsequent coupon observation date through June 22, 2029, the issuer will automatically call the notes if all three underliers close at or above their respective initial underlier levels. Upon automatic call, noteholders receive $1,000 per $1,000 face amount, plus any coupon then due, on the following coupon payment date. This mechanism effectively caps the maturity of the notes at just under three years if market conditions trigger the automatic call.

The automatic call feature creates asymmetric payoff characteristics favorable to the issuer but potentially unfavorable to investors in rising market environments. If all three indexes appreciate significantly and remain above their starting levels, the notes will be called away, and investors forfeit participation in further upside performance. Conversely, in declining or sideways markets, the notes remain outstanding and investors bear full downside risk, with income potentially interrupted by missed coupon payments when barriers are breached.

Payment at Maturity and Loss Potential

If the notes are not automatically called, the payment at maturity on July 26, 2029, depends on whether the final underlier levels of all three indexes exceed the trigger buffer level, which is also set at 60 percent of the initial underlier level. If all three underliers finish above this threshold, the issuer pays par value ($1,000 per $1,000 face amount) plus any final coupon due. However, if any underlier closes below its trigger buffer level at maturity, the redemption amount is calculated as $1,000 plus the lesser performing underlier return multiplied by $1,000.

This structure creates substantial loss potential for investors. The filing explicitly warns that investors "could lose your entire investment in the notes." If the lowest-performing index declines by 60 percent or more from its initial level by the maturity date, investors could lose the full principal amount. For example, if any single underlier falls below 60 percent of its starting level, the redemption amount becomes negative, resulting in partial or complete principal loss. This downside risk applies regardless of the performance of the other two, stronger-performing indexes.

Estimated Pricing and Valuation Considerations

The filing discloses that the estimated value of the notes on the trade date ranges from $925 to $955 per $1,000 face amount. This valuation is explicitly stated to be less than the original issue price of 100 percent of face amount. The difference between the estimated value and par reflects the embedded cost of the optionality embedded in the notes, including the automatic call feature, contingent coupon structure, and downside protection pricing. The filing does not provide the exact underwriting discount percentage, leaving that figure blank in the preliminary pricing supplement.

The "Additional amount" and "Additional amount end date" fields in the pricing supplement remain blank as of the filing date, indicating these terms are subject to completion before the notes' formal pricing and settlement. Investors should be aware that the estimated valuation represents Goldman Sachs' view of fair value at the time of pricing, but actual market prices post-issuance may differ significantly depending on changes in index levels, interest rates, and volatility conditions. The net proceeds to the issuer are also not disclosed in this preliminary supplement.

Underlier Selection and Sector Exposure

The three underliers provide distinct exposures to U.S. equity markets. The Nasdaq-100 Technology Sector Index (NDXT) concentrates on large-capitalization technology companies and technology-related sectors within the Nasdaq-100, offering exposure to growth-oriented and innovation-focused businesses. The Russell 2000 Index (RTY) captures the small-capitalization segment of U.S. equities, representing companies typically with market capitalizations below $2 billion, and has historically exhibited higher volatility and sensitivity to economic cycles. The S&P 500 Index (SPX) represents the 500 largest U.S. companies across all sectors and serves as a broad-market benchmark.

The multi-index design creates interdependency risk: the notes' performance hinges on the worst-performing index among these three structurally different market segments. During periods when technology stocks significantly outperform while small-cap or broad-market indexes underperform, noteholders may face missed coupons or principal loss despite strength in the tech sector. Conversely, the requirement that all three underliers must reach or exceed their initial levels to trigger the automatic call means the broad diversification makes early redemption less likely than it would be for a single-index note.

Credit Guarantee Structure and Issuer Framework

The notes are issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. The guarantee is stated to be full and unconditional, meaning that if GS Finance Corp. were unable to meet its payment obligations, the parent guarantor would be obligated to pay noteholders. This guarantee structure does not eliminate credit risk; rather, it substitutes the credit risk of GS Finance Corp. for that of The Goldman Sachs Group, Inc. Investors bear the credit risk of both entities and must assess the financial strength and creditworthiness of The Goldman Sachs Group, Inc., one of the world's largest investment banking and financial services firms.

The filing emphasizes that the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Additionally, the notes are not obligations of a bank but are unsecured debt obligations of a finance subsidiary. In the event of financial distress at either the issuer or guarantor, noteholders would be unsecured creditors with claims subordinate to secured creditors and often to depositors and senior debt holders. The credit guarantee provides a measure of protection but does not eliminate the possibility of loss in stress scenarios.

Trading, Settlement, and Distribution Plan

The notes are offered pursuant to a preliminary pricing supplement filed under Rule 424(b)(2) and relate to registration statement no. 333-284538. The trade date for the notes is July 22, 2026, with the original issue date of July 27, 2026. Goldman Sachs & Co. LLC serves as the underwriter and calculation agent. The filing indicates that Goldman Sachs & Co. LLC or other affiliates of GS Finance Corp. may engage in market-making transactions in the notes after their initial sale, meaning secondary market liquidity may be available through the underwriter or affiliated dealers.

The preliminary nature of this pricing supplement indicates that certain terms remain subject to completion and finalization prior to or at the time of pricing. The underwriting discount and net proceeds to the issuer have been left blank, suggesting these economics will be determined and disclosed in the final pricing supplement. Investors interested in these notes should review the final pricing supplement and all accompanying documents, including the general terms supplement and underlier supplements, before making an investment decision.

Risk Considerations and Barrier Structures

The notes present multiple layers of risk that investors must evaluate. The barrier-dependent coupon structure creates the risk of foregone income if any underlier falls below 60 percent of its initial level on any observation date. Over a nearly three-year observation period with monthly checks, sustained market weakness in any single sector could result in prolonged periods of zero coupon payments. Additionally, the automatic call feature means that in strong market environments, investors are forced out of the position at par, preventing them from capturing the full upside of their initial equity exposure.

The maturity-stage barrier set at the same 60 percent level creates a cliff risk: if the weakest-performing underlier closes even slightly below this level at maturity, the loss accelerates sharply. A noteholder could receive modest coupon payments throughout the note's life but face significant principal loss at maturity. The multi-index structure compounds this risk because diversification across three indexes does not proportionally reduce the probability that at least one will fall below 60 percent of its starting value over a three-year period, especially given the inclusion of the small-cap Russell 2000, which typically exhibits higher volatility than the S&P 500.

Documentation and Regulatory Framework

The offering relies on a comprehensive documentation suite including this pricing supplement, general terms supplement no. 17,745 dated January 20, 2026, index-specific supplements for the Nasdaq-100 Technology Sector Index dated June 24, 2026, an underlier supplement no. 49 also dated June 24, 2026, a prospectus supplement dated February 14, 2025, and a base prospectus dated February 14, 2025. The filing states that information in this pricing supplement supersedes conflicting information in the accompanying documents, and that some terms in the listed documents may not apply to these specific notes. Prospective investors must review all component documents to understand the complete terms and conditions.

The notes are offered under Rule 424(b)(2) of the Securities Act of 1933, meaning they are offered pursuant to an effective registration statement. The Securities and Exchange Commission has not approved or disapproved the securities, nor has it passed upon the accuracy or adequacy of the prospectus. The filing carries the standard warning that any representation to the contrary is a criminal offense. Prospective purchasers should consult the complete documentation and may wish to seek advice from a financial professional regarding suitability and risk tolerance.