Goldman Sachs Finance Issues Underlier-Linked Notes Due 2028 With Dual Index Performance Structure

Dual Underlier Structure and Payment Mechanics

The notes offered by GS Finance Corp. are structured to track the performance of two distinct underliers: the S&P 500 Index (Bloomberg symbol: SPX Index) and the iShares MSCI EAFE ETF (Bloomberg symbol: EFA UP Equity). The return mechanism is based on whichever underlier produces the lower return during the measurement period. Investors receive positive returns only when both underliers experience appreciation from the trade date to the determination date, with payments calculated as the lesser performing underlier return applied to the $1,000 face amount, subject to a $1,221 cap.

The payment structure provides investors with downside protection in the form of guaranteed return of principal if either underlier fails to appreciate. If the final underlier level of any underlier equals or falls below its initial underlier level on the determination date, investors will receive exactly $1,000 per $1,000 face amount. Conversely, if both underliers appreciate, investors receive $1,000 plus the return of the lesser performing underlier, capped at the maximum settlement amount of $1,221.

Key Terms and Issuance Details

The notes are being issued by GS Finance Corp., a subsidiary entity of The Goldman Sachs Group, Inc., with the parent company providing a full and unconditional guarantee. Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining underlier levels and settlement amounts. The notes are issued in book-entry form under registration statement number 333-284538 and bear CUSIP number 40054XTR9 and ISIN US40054XTR97.

The original issue date is scheduled for July 29, 2026, with a trade date of July 24, 2026. The determination date, when final underlier levels are established, is July 24, 2028, with a stated maturity date of July 27, 2028. Both the determination date and stated maturity date are subject to adjustment as described in the accompanying general terms supplement. The notes do not pay periodic interest; instead, all returns are generated through the underlier-linked settlement mechanism at maturity.

Underlier Performance and Return Calculation Methodology

The return calculation for these notes employs a comparative analysis methodology whereby the underlier with the lowest return determines the investor's total return. Each underlier return is calculated by taking the difference between its final underlier level on the determination date and its initial underlier level on the trade date, then dividing by the initial underlier level. This lesser performing underlier return is then applied to the face amount to determine the settlement payment, subject to the maximum settlement cap.

Investors should note that the return on the notes is linked specifically to the performance of the iShares MSCI EAFE ETF itself, rather than to the underlying international equity index that the ETF tracks. The S&P 500 Index provides exposure to large-capitalization U.S. equities, while the iShares MSCI EAFE ETF provides exposure to developed international markets outside North America. By selecting the lesser performing underlier, the notes structure creates a scenario where investors benefit from appreciation in both markets but are protected if one market declines.

Valuation and Pricing Considerations

The disclosure indicates that the estimated value of the notes at the time the terms are set on the trade date ranges from $925 to $955 per $1,000 face amount. This valuation is less than the 100% original issue price, reflecting the cost of the embedded optionality and the guarantee provided by The Goldman Sachs Group, Inc. The difference between the original issue price and the estimated value represents the built-in cost to investors of the structured feature and the issuer's credit risk premium.

The issuer has noted that additional notes may be sold after the date of this pricing supplement at issue prices and with underwriting discounts and net proceeds that may differ from the initially offered notes. The return on an investor's notes will depend in part on the issue price paid, meaning investors purchasing at different times could experience materially different outcomes even if the underliers perform identically.

Guarantor and Credit Risk Framework

The Goldman Sachs Group, Inc. provides a full and unconditional guarantee of the notes, making the creditworthiness of the parent company a critical consideration for investors. The notes are unsecured debt obligations of GS Finance Corp., backed by this parental guarantee. Investors evaluating these securities should consider both the operational risk of GS Finance Corp. as the direct obligor and the credit risk of The Goldman Sachs Group, Inc. as guarantor. The disclosure emphasizes that the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The notes are issued under the senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015, among GS Finance Corp., The Goldman Sachs Group, Inc., and The Bank of New York Mellon as trustee. This indenture structure and the trustee arrangement provide investors with standard protections associated with corporate debt securities, though these protections do not extend to market risk or underlier performance risk inherent in the linked notes structure.

Program Context and Documentation Framework

These notes are part of the Medium-Term Notes, Series F program of GS Finance Corp., which allows the issuer to offer various debt securities with customized features and terms. The pricing supplement should be read in conjunction with several accompanying documents, including the general terms supplement number 17,745 dated January 20, 2026, the underlier supplement for ETFs number 3 dated May 4, 2026, and the underlier supplement number 49 dated June 24, 2026. Additionally, investors must review the prospectus supplement dated February 14, 2025, and the base prospectus dated February 14, 2025.

The information contained in this pricing supplement supersedes any conflicting information in the accompanying documents. Some terms or features described in the listed documents may not apply specifically to these offered notes. Investors should review all relevant documents to ensure a complete understanding of the notes' terms, conditions, risks, and features before making investment decisions.

Hypothetical Performance Scenarios and Investor Examples

The disclosure includes hypothetical examples to illustrate how different closing levels of the lesser performing underlier on the determination date could affect the cash settlement amount at maturity. These examples assume that notes are purchased on the original issue date at face amount and held to the stated maturity date. Investors are cautioned that these hypothetical scenarios should not be taken as indications or predictions of future investment results.

If investors sell their notes in the secondary market prior to the stated maturity date, their actual return will depend on the market value of the notes at the time of sale. This market value may be significantly affected by factors not reflected in the hypothetical examples, including prevailing interest rates, the volatility of the underliers, the creditworthiness of GS Finance Corp. as issuer, and the creditworthiness of The Goldman Sachs Group, Inc. as guarantor. The examples assume that neither a market disruption event nor a non-trading day occurs on the originally scheduled determination date and that there is no change in any underlier or in the methods by which the underlier sponsor calculates its value.

Market-Making and Secondary Market Considerations

GS Finance Corp. may use this prospectus in the initial sale of the notes to investors. Additionally, Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use this prospectus in market-making transactions involving these notes after their initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, any prospectus provided in connection with a secondary market transaction should be assumed to indicate a market-making transaction rather than a new primary offering.

Investors considering purchases in the secondary market should recognize that pricing in such transactions may differ substantially from the original issue price, reflecting market conditions, changes in the creditworthiness of the issuers, and changes in the perceived value of the underlier-linked structure. The ability to exit positions prior to maturity through secondary market sales is not guaranteed, and liquidity for these notes may vary depending on market conditions and Goldman Sachs' market-making activities.

Product Structure Risks and Protection Limitations

While the notes provide downside protection through the return of principal if either underlier declines, this protection comes at a cost reflected in the valuation discount relative to the 100% original issue price. The cap on maximum settlement amount at $1,221 means that investors' upside returns are limited regardless of how strongly the underliers perform. The structure is particularly disadvantageous in scenarios where both underliers significantly outperform expectations, as investors would be unable to capture returns exceeding the $221 per $1,000 face amount cap.

The use of the lesser performing underlier means that the actual return depends on the weakest performer, not the average or strongest performer. If one underlier appreciates substantially while the other declines modestly, investors will receive returns based only on the modest appreciation of the weaker underlier. Additionally, there is no compensation for the time value of money, as the notes do not pay periodic interest, meaning all returns are deferred until maturity and provided solely through the settlement mechanism.