Goldman Sachs GS Finance Corp. Prices Autocallable Buffered Basket-Linked Notes Due 2028 With 20% Downside Buffer and 125% Upside Participation

Structure of GS Finance Corp.'s Basket-Linked Notes and Guaranteed Repayment Framework

GS Finance Corp. is offering Autocallable Buffered Basket-Linked Notes that do not bear interest. Instead, the return on these notes is determined entirely by the performance of an equally weighted basket comprised of seven common stocks or ordinary shares, which the filing refers to collectively as the basket stocks. Each basket stock carries an initial weighting of approximately 14.29% and an initial weighted value of 100/7, with the overall initial basket level set at 100.

The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company of GS Finance Corp. They will be 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. as issuer, The Goldman Sachs Group, Inc. as guarantor, and The Bank of New York Mellon as trustee. The notes will be issued in book-entry form and represented by master note no. 3, dated March 22, 2021, as the filing states.

Autocall Mechanism and the August 2027 Call Observation Date

One of the defining features of these notes is their autocall provision. According to the disclosure, the notes will be automatically called on the call observation date, expected to be August 13, 2027, if the closing level of the basket on that date is greater than or equal to the initial basket level of 100. If that condition is met, investors will receive a cash payment on the call payment date, expected to be August 18, 2027, of at least $1,219 per $1,000 face amount — a figure that will be finalized on the trade date.

This autocall structure means investors may receive an early return rather than holding the notes to their stated maturity of August 3, 2028. If the basket does not meet or exceed the initial level on the call observation date, the notes will not be called early, and the payment at maturity will instead be determined by the basket's performance on the determination date, expected to be July 31, 2028. The filing makes clear that both the call observation date and the determination date are based on the closing levels of all seven basket stocks, measured against their respective initial basket stock prices set on the trade date.

Upside Participation Rate, Buffer Protection, and Maturity Payoff Scenarios

If the notes are not automatically called and the basket return at maturity is positive — meaning the final basket level exceeds the initial basket level of 100 — investors will receive $1,000 plus 1.25 times the basket return applied to $1,000. This 1.25x participation rate offers leveraged upside exposure to the basket's gains relative to a direct investment in the underlying stocks, subject to any cap that may be finalized at pricing.

For scenarios in which the basket return is zero or negative but does not fall below negative 20%, investors receive a full return of their $1,000 face amount per note, as the filing states. This buffer zone effectively protects against moderate basket declines. However, if the basket return falls below negative 20% — meaning the final basket level is more than 20% below the initial level — the payment formula applies the buffer rate of 125%, and investors will receive less than the face amount of their notes. The filing explicitly warns that investors can lose principal in this scenario, and that declines in one basket stock may offset increases in the other basket stocks.

Estimated Value Gap Between Issue Price and Pricing Model Valuation

A significant disclosure in the filing concerns the estimated value of the notes at the time terms are set on the trade date. Goldman Sachs & Co. LLC's pricing models, which take into account GS Finance Corp.'s credit spreads, estimate the value of the notes to be between $900 and $930 per $1,000 face amount. This is meaningfully below the original issue price of 100% of face amount, meaning investors are paying a premium above the model-derived fair value at inception.

The filing explains that the price at which Goldman Sachs & Co. LLC would initially buy or sell the notes — if it elects to make a market, which it is not obligated to do — will be approximately equal to the estimated value plus an additional amount that declines to zero on a straight-line basis from the time of pricing through a date to be specified. After that date, the secondary market price, if any, would reflect only the then-current estimated value as determined by Goldman Sachs & Co. LLC's pricing models. This structure means early secondary market prices may be somewhat above the pure model value during the initial period following issuance.

Seven-Stock Equally Weighted Basket and the Role of Basket Stock Selection

The notes are linked to an equally weighted basket of seven common stocks or ordinary shares. The filing identifies these as the basket stocks and specifies that each carries an initial weighting of approximately 14.29% in the basket. One of the seven basket stocks disclosed in the filing is Constellation Energy Corporation, which trades under the Bloomberg ticker CEG UW and is listed as a common stock with its current primary listing on NASDAQ. The full list of all seven basket stocks and their corresponding initial basket stock prices, to be set on the trade date, is referenced on page S-3 of the prospectus supplement.

Because the basket is equally weighted, no single stock dominates the return calculation. However, the filing cautions that declines in one basket stock may not be fully offset by gains in others, creating concentration risk within the structure. The initial basket stock prices for each of the seven components are set on the trade date, expected to be July 31, 2026, and the closing level of the basket on subsequent measurement dates is calculated as the sum of each stock's price ratio multiplied by its initial weighted value, producing a normalized basket level relative to the starting point of 100.

Issuance Terms, CUSIP Identification, and Program Details

The notes carry the CUSIP number 40054XNF1 and the ISIN US40054XNF14, as the filing states. They are part of GS Finance Corp.'s Medium-Term Notes, Series F program, and this prospectus supplement is filed pursuant to Rule 424(b)(2) under Registration Statement No. 333-284538. The original issue date is expected to be August 5, 2026, and the original issue price is 100% of the face amount.

As this is a preliminary prospectus supplement, certain economic terms — including the exact underwriting discount, net proceeds to the issuer, and the additional amount initially added to the secondary market price — are not yet finalized and remain blank in the document as filed. These figures are expected to be completed and confirmed on the trade date, expected to be July 31, 2026. The filing notes that GS Finance Corp. may sell additional notes after the date of the supplement at issue prices and with underwriting discounts that differ from those set in the initial offering.

Underwriters, Placement Agent, and Distribution Arrangements

The notes are being offered through Goldman Sachs & Co. LLC as the lead underwriter, with JPMorgan listed as an additional underwriter in the preliminary prospectus supplement. A placement agent is also identified in the filing, though its specific role is described separately from those of the underwriters. The filing discloses that the underwriting discount for the notes includes a selling concession of up to 1.5%, though the total underwriting discount percentage and the resulting net proceeds to the issuer were not yet finalized in this preliminary document at the time of filing.

The filing also notes a specific arrangement involving accounts of certain national banks acting as purchase agents. These accounts have agreed with the purchase agents to pay a specified purchase price, and as a result of such agreements, the agents with respect to sales made to those accounts will not receive any portion of the underwriting discount. This arrangement reflects a distribution structure that is common in structured note offerings where certain institutional intermediaries participate on different economic terms than retail distribution channels.

Credit Risk, Non-Deposit Status, and Regulatory Disclosures

The filing contains explicit warnings regarding the credit risk associated with these notes. Investors in the notes are exposed to the credit risk of both GS Finance Corp. as issuer and The Goldman Sachs Group, Inc. as guarantor. The filing directs investors to page S-23 of the prospectus supplement for a more detailed discussion of these credit risks, which are material considerations for any investor evaluating the notes.

The filing also states clearly that the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Furthermore, they are not obligations of, or guaranteed by, any bank. The Securities and Exchange Commission and other regulatory bodies have neither approved nor disapproved of these securities, nor have they passed on the accuracy or adequacy of the prospectus. The filing notes that any representation to the contrary constitutes a criminal offense — standard regulatory language that underscores the preliminary and unregistered-opinion nature of these securities.

Market-Making Disclosures and Secondary Liquidity Considerations

The filing discloses that GS Finance Corp. may use the prospectus supplement in the initial sale of the notes, and that Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use it in market-making transactions after the initial sale. However, the filing is explicit that Goldman Sachs & Co. LLC is not obligated to make a market in the notes at any time, meaning secondary market liquidity is not guaranteed.

Investors considering a secondary market sale before maturity should be aware that any bid or ask price offered by Goldman Sachs & Co. LLC would not include customary bid and ask spreads in the disclosures provided, but those spreads would apply in practice. The price at which notes can be sold in the secondary market prior to a specified date would reflect both the then-current estimated value and any remaining portion of the additional amount, both of which decline over time as described in the filing. After that specified date, the price would reflect only the current model-derived estimated value, which may be materially different from the original issue price.

Governing Documents and Superseding Disclosures in the Prospectus Supplement

This prospectus supplement constitutes a supplement to, and should be read in conjunction with, two accompanying documents: the prospectus supplement dated February 14, 2025, and the prospectus dated February 14, 2025. The filing states that the information in this prospectus supplement supersedes any conflicting information contained in those earlier documents, and that some of the terms or features described in those prior documents may not apply to these notes.

The notes will be governed by the terms set out in this prospectus supplement and the underlying indenture documentation. Investors are directed by the filing to read the full disclosure carefully in order to understand the complete terms, conditions, and risks of their investment, including the specific payoff structure at maturity, the autocall mechanics, the basket composition, and the credit risk profile of both the issuer and guarantor. The filing represents a preliminary document, and final terms will supersede these preliminary disclosures once set on the trade date.