Goldman Sachs Finance Issues Autocallable Notes Linked to Apple, Meta, and NVIDIA Stock Performance

Structure and Mechanics of the Autocallable Notes Offering

GS Finance Corp. structured these equity-linked notes as part of its Medium-Term Notes, Series F program, with an unconditional guarantee from The Goldman Sachs Group, Inc. The notes carry a CUSIP number of 40054XU63 and ISIN US40054XU637. The offering uses a five-year maturity window extending from July 30, 2026, to July 31, 2031. The calculation agent for all note valuations and coupon determinations is designated as Goldman Sachs & Co. LLC, which plays a central role in monitoring underlier performance and calculating payments throughout the note lifecycle.

The notes feature book-entry form registration represented by master note number 3, dated March 22, 2021, and are issued under the senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015. This indenture structure, referred to as the GSFC 2008 indenture, governs the rights and obligations of all parties involved in the offering. The preliminary pricing supplement indicates that final terms, including specific pricing, underwriting discount, and net proceeds, would be set on the trade date of July 27, 2026, with certain provisions subject to completion and adjustment.

Three-Stock Underlier Structure and Coupon Trigger Mechanics

The notes depend on the performance of three distinct underliers: Apple Inc. common stock (Bloomberg ticker AAPL UW), Meta Platforms, Inc. Class A common stock (Bloomberg ticker META UW), and NVIDIA Corporation common stock (Bloomberg ticker NVDA UW). These technology sector stocks represent major components of the broader equity market and serve as the primary drivers of investor returns throughout the note term. The initial underlier level for each stock is determined as either an intra-day level or the closing level on the trade date of July 27, 2026, which becomes the baseline for all subsequent coupon and call feature evaluations.

The coupon trigger level is established at 78% of each underlier's initial level, meaning investors receive quarterly coupon payments only when all three stocks close at or above their respective coupon trigger thresholds. This multi-underlier structure means that the coupon depends on the simultaneous performance of all three stocks, not just the average or the best performer. If any single underlier closes below its coupon trigger level on a coupon observation date, no coupon payment is made for that quarter, introducing an all-or-nothing component to the quarterly income stream that distinguishes these notes from simpler structured products.

Quarterly Coupon Payment Schedule and Amount Structure

The disclosure specifies that on each coupon payment date, provided the automatic call feature has not been triggered, GS Finance Corp. will pay investors either $23 per $1,000 face amount or $0 depending on the closing levels of the three underliers on the related coupon observation date. The $23 quarterly payment represents a 2.3% coupon per quarter, which annualizes to a potential 9.20% annual coupon rate if all quarterly payments are received. However, this potential return is contingent and subject to reduction or elimination if any underlier fails to meet its coupon trigger threshold on any observation date during the five-year term.

The coupon observation dates commence in October 2026 and continue quarterly through July 2031, with coupon payment dates occurring a few business days after each observation date. The preliminary filing lists observation and payment dates spanning the entire maturity period, with the final coupon observation date set for July 28, 2031, and the final coupon payment date scheduled for July 31, 2031. Investors should note that actual dates are subject to adjustment as described in the accompanying general terms supplement referenced in the prospectus documentation.

Automatic Call Feature and Early Redemption Conditions

A defining characteristic of these autocallable notes is the embedded automatic call feature, which provides GS Finance Corp. with the right to redeem the notes early if market conditions prove favorable. The notes will be automatically called on a call payment date if the closing level of each of the three underliers is greater than or equal to its initial underlier level on the related call observation date. This feature begins on July 27, 2027, and continues to be evaluated on each coupon observation date through April 28, 2031. If the call feature is triggered, investors receive $1,000 principal per $1,000 face amount on the following call payment date, along with any coupon then due, and the note terminates.

The automatic call feature fundamentally shapes the investment profile and return distribution of these notes. If all three underliers outperform their initial levels within the first year, investors may see their positions redeemed early at par value plus coupon, limiting potential upside from further stock appreciation. Conversely, if underliers decline significantly but remain above their initial levels at maturity, investors receive only the fixed $1,000 principal repayment without additional appreciation participation. This asymmetric payoff structure means investors benefit from stable or modestly rising stock prices through coupon collection and par redemption, but do not participate in substantial stock appreciation above initial levels.

Pricing Valuation and Issue Price Considerations

The preliminary pricing supplement discloses that the estimated value of the notes on the trade date ranges from $885 to $925 per $1,000 face amount, which is explicitly stated to be less than the original issue price of 100% of face amount. This valuation discount reflects the embedded option costs, including the automatic call feature that limits upside participation and the contingent coupon structure that introduces payment uncertainty. Investors should understand that the secondary market value of these notes may differ significantly from the original issue price, and the valuation range provided represents only a preliminary estimate subject to adjustment based on final trade date market conditions.

The original issue price is established at 100% of face amount, with an underwriting discount expressed as a percentage of face amount that was not fully disclosed in the preliminary supplement. The net proceeds to the issuer after subtracting the underwriting discount are similarly referenced with bracketed amounts indicating the figures remain to be set. The preliminary filing notes that the original issue price may differ for certain investors and directs readers to supplemental distribution documentation for details regarding fee composition. Any additional notes sold after the initial offering date may carry different issue prices and underwriting discount structures, meaning the return profile varies depending on when notes are purchased.

Credit Risk and Guarantor Structure

These notes carry explicit credit risk tied to both the issuer, GS Finance Corp., and the guarantor, The Goldman Sachs Group, Inc. GS Finance Corp. serves as the principal obligor for all note payments, but all obligations are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., one of the world's largest investment banking and financial services firms. This guarantee structure means that if GS Finance Corp. were unable to meet its payment obligations, investors would have recourse against The Goldman Sachs Group, Inc.'s creditworthiness and asset base. The preliminary supplement directs investors to page PS-7 for additional disclosure regarding credit risk considerations specific to both entities.

Investors should recognize that despite the guarantee, these notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank in the traditional sense. The notes represent unsecured debt obligations of GS Finance Corp., backed by the guarantee of its parent company. Changes in the credit ratings or financial condition of either entity could affect the secondary market value of the notes independent of underlier stock performance. The preliminary filing emphasizes that while both entities are established financial institutions, credit risk remains a material consideration for potential investors.

Product Documentation and Incorporation by Reference

This preliminary pricing supplement constitutes only one component of the complete offering documentation and must be read in conjunction with several other documents. The prospectus comprises this pricing supplement, General Terms Supplement No. 17,745 dated January 20, 2026, a Prospectus Supplement dated February 14, 2025, and a Prospectus dated February 14, 2025. The information contained in this pricing supplement supersedes any conflicting information in the prior documents, and certain terms or features described in referenced documents may not apply specifically to these offered notes. Investors are directed to review all documents to understand the complete terms and conditions governing their investment.

The notes are governed by 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, supplemented by the First Supplemental Indenture dated February 20, 2015. The preliminary filing cautions that no person other than those listed in the prospectus documentation has been authorized to provide information or representations regarding the notes. Goldman Sachs & Co. LLC is identified as a potential market maker for these notes after their initial sale, meaning the underwriter or affiliates may engage in secondary market transactions that could affect pricing and liquidity for existing note holders.

Market-Making Activities and Secondary Market Considerations

The preliminary prospectus indicates that unless GS Finance Corp. or its agent informs purchasers otherwise in the confirmation of sale, the prospectus is being used in connection with market-making transactions. Goldman Sachs & Co. LLC and other affiliates of GS Finance Corp. may use the prospectus to facilitate secondary market trading in the notes after their initial sale. This market-making function means that investors should not assume continuous or active secondary market liquidity, as market-making activities are discretionary and may be suspended or modified at the firm's sole discretion. The bid-ask spreads in secondary market trading could be material, particularly if overall market conditions deteriorate or if demand for equity-linked notes declines.

Investors considering purchasing these notes should recognize that liquidity depends substantially on the willingness and ability of Goldman Sachs affiliates to maintain a secondary market. Unlike exchange-traded securities or highly liquid debt instruments, these structured notes may be subject to wider trading spreads and limited availability in secondary markets. If an investor needs to sell notes prior to maturity, the price realized may be substantially below the original purchase price or the estimated fair value, depending on market conditions, changes in underlier stock prices, interest rate movements, and the credit quality of the guarantor at the time of sale.

Regulatory Approval Status and Risk Disclaimers

The preliminary pricing supplement includes explicit statements that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved the notes or passed upon the accuracy or adequacy of the prospectus documentation. The supplement emphasizes that any representation to the contrary would constitute a criminal offense. This regulatory disclaimer underscores that investors undertake independent evaluation of the investment without reliance on government approval or endorsement of the terms or investment suitability. The preliminary status of this pricing supplement indicates that final terms remain subject to completion and modification based on market conditions and investor demand at the time of pricing.

The filing notes specifically that these notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor do they constitute obligations of any bank. This language is designed to ensure investors understand that these are unsecured structured products issued by a non-bank financial entity, without the protections typically associated with bank deposits or federally insured instruments. The preliminary nature of the supplement means that final pricing, underwriting discount percentages, and additional amount disclosures would be completed on or after the trade date, with the completed prospectus reflecting final terms.