Goldman Sachs Issues $13 Million Autocallable S&P 500 Index-Linked Notes Due 2028

Offering Size and Pricing Structure

GS Finance Corp. issued $13,000,000 in aggregate face amount of Autocallable S&P 500 Index-Linked Notes with a trade date of July 20, 2026, and an original issue date of July 23, 2026. The notes were offered at 100 percent of face amount, with an underwriting discount of 0.1 percent of the face amount, resulting in net proceeds to the issuer of 99.9 percent. The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., providing investors with recourse to the guarantor in the event of default by the issuer.

The estimated value of the notes on the trade date was $995 per $1,000 face amount, which is less than the original issue price of $1,000. The offering included an additional amount of $5 per $1,000 face amount, with an additional amount end date of November 19, 2026. This valuation discount reflects the embedded cost of the structured product's features and the credit risk premium associated with both the issuer and guarantor.

Automatic Call Mechanism and Call Payment Terms

The notes feature an automatic call mechanism that allows the issuer to redeem the notes prior to maturity if market conditions are favorable. The automatic call is triggered if the closing level of the S&P 500 Index is greater than or equal to the initial underlier level on the call observation date, which is scheduled for July 26, 2027. If this condition is met, the issuer will pay investors $1,120 per $1,000 of outstanding face amount on the call payment date of July 29, 2027.

The automatic call feature provides a predetermined return to investors if the index does not decline by the call observation date. However, investors should understand that this feature limits upside participation in the event the index rises significantly before the call observation date. The call price of $1,120 represents a fixed return regardless of how much the index rises above the initial level, making the autocall feature a two-sided trade-off between certainty of return and participation in extended market gains.

Upside Participation and Index-Linked Returns

If the notes are not automatically called and the S&P 500 Index closes above the initial underlier level of 7,457.69 on the determination date, investors will receive $1,000 plus a cash payment equal to $1,000 multiplied by the 100 percent upside participation rate and the underlier return. The upside participation rate of 100 percent means that investors participate dollar-for-dollar in gains of the S&P 500 Index above the initial level, without any cap on upside participation.

The underlier return is calculated as the difference between the final underlier level and the initial underlier level, divided by the initial underlier level. This calculation allows investors to capture proportional gains in the index. For example, if the S&P 500 closes at 8,203.46 on the determination date, representing a 10 percent gain, investors would receive $1,100 per $1,000 face amount (assuming the notes were not called). The full upside participation without a cap distinguishes these notes from many structured products that limit investor gains to a fixed return or percentage.

Downside Protection and Buffer-Level Mechanics

The notes provide downside protection through a buffer mechanism that protects investors against losses up to 15 percent. If the final underlier level is greater than or equal to 85 percent of the initial underlier level (the buffer level of 6,338.04) but is equal to or less than the initial level, investors will receive the full $1,000 face amount with no additional payment. This means investors experience no loss if the index declines by up to 15 percent from the initial level.

If the final underlier level falls below the 85 percent buffer level, investors will receive a cash settlement amount calculated as $1,000 plus $1,000 multiplied by the 100 percent buffer rate and the sum of the underlier return and the 15 percent buffer amount. This formula means that losses beyond the 15 percent buffer threshold are passed through to investors on a dollar-for-dollar basis. For instance, if the S&P 500 declines 20 percent to 5,966.15, investors would recover $950 per $1,000 face amount, representing a 5 percent loss (the decline beyond the 15 percent buffer).

Key Dates and Maturity Schedule

The notes have a stated maturity date of July 20, 2028, with a determination date of July 17, 2028, when the final underlier level will be established. The call observation date of July 26, 2027, is scheduled approximately one year after the original issue date. All dates are subject to adjustment as described in the accompanying general terms supplement, which investors should review to understand the mechanics of any potential adjustments in the event of market disruptions or non-trading days.

The structure creates a two-stage decision timeline: first, at the call observation date in July 2027, the issuer determines whether to call the notes based on the S&P 500 closing level; and second, if the notes are not called, investors must hold until the stated maturity date in July 2028 to receive their final settlement payment. The relatively short two-year maturity period means investors will know the full outcome within a limited time frame, though the autocall feature could shorten this period to approximately one year.

Underlier Specifications and Initial Level Setting

The underlier is the S&P 500 Index, referenced by Bloomberg symbol "SPX Index." The initial underlier level was set at 7,457.69, which is the closing level of the S&P 500 on July 17, 2026, and is noted in the filing as being higher than the closing level on the trade date of July 20, 2026. This means the index had declined between the trade date and the date the initial level was fixed, which has implications for the probability of favorable outcomes under the note structure.

Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining underlier levels and calculating settlement amounts. The S&P 500 Index is one of the most widely followed equity benchmarks, providing investors with transparent and easily verifiable performance metrics throughout the life of the notes. The filing notes that the final underlier level is subject to adjustment as described in the general terms supplement, which may address scenarios such as index methodology changes or market disruptions.

Credit Risk and Guaranty Structure

The notes are issued by GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The filing explicitly warns investors that they should read the disclosure to better understand the credit risk of both the issuer and the guarantor. The notes represent unsecured senior debt obligations of GS Finance Corp., and the guaranty represents an unsecured senior obligation of The Goldman Sachs Group, Inc. Investors depend on the creditworthiness of both entities and have no claim on any specific assets or revenues.

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, nor are they obligations of, or guaranteed by, a bank. This language is a standard risk disclosure but underscores that investors are exposed to the credit risk of the Goldman Sachs corporate structure. Secondary market liquidity and valuations may be significantly affected by credit spread movements and perceptions of the creditworthiness of The Goldman Sachs Group, Inc.

Secondary Market Considerations and Valuation Risk

The filing notes that if investors sell the notes in a secondary market prior to the call payment date or stated maturity date, their return will depend on the market value of the notes at the time of sale. The market value may be affected by a number of factors not reflected in the hypothetical examples provided, including interest rates, the volatility of the S&P 500 Index, the creditworthiness of GS Finance Corp. as issuer, and the creditworthiness of The Goldman Sachs Group, Inc. as guarantor. These factors can cause significant divergence between the hypothetical returns shown in the prospectus and actual returns realized by secondary market sellers.

The filing indicates that Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use the prospectus in a market-making transaction in the notes after initial sale. This means that Goldman Sachs entities may be both the initial distributors of the notes and subsequent market makers, potentially creating conflicts of interest in secondary market pricing and recommendations. Investors should be aware that liquidity in these notes may be subject to the discretion of the market maker and that bid-ask spreads may be wide, particularly during periods of market stress.

Documentation and Program Registration

The notes are part of the Medium-Term Notes, Series F program of GS Finance Corp., with registration statement number 333-284538 filed with the Securities and Exchange Commission. The offering documentation consists of the pricing supplement dated July 20, 2026, along with several accompanying documents including a general terms supplement no. 17,745 dated January 20, 2026, an underlier supplement no. 49 dated June 24, 2026, and a prospectus supplement and base prospectus both dated February 14, 2025. The pricing supplement specifically notes that information in the pricing supplement supersedes any conflicting information in the accompanying documents.

The notes are issued under the senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015, with The Bank of New York Mellon serving as trustee. The notes are issued in book-entry form and represented by master note no. 3 dated March 22, 2021. Investors should review the complete prospectus and all supplemental documents to understand all terms and conditions, including any provisions related to events of default, covenants, and the rights and remedies available to noteholders.

Hypothetical Performance Scenarios and Example Calculations

The filing provides hypothetical examples to illustrate the impact of various S&P 500 closing levels on the amount payable on the call payment date and the cash settlement amount at maturity. These examples assume that notes are purchased on the original issue date at face amount and held to either the call payment date or the stated maturity date. The examples reflect the key terms and assumptions, including the 100 percent upside participation rate, the 85 percent buffer level, and the assumption that neither a market disruption event nor a non-trading day occurs on the scheduled observation dates.

The filing explicitly states that the hypothetical examples should not be taken as an indication or prediction of future investment results and are intended solely to illustrate the mechanics of the note structure. The filing notes that if investors sell the notes in the secondary market prior to maturity or call, the actual return will depend on the market value at the time of sale, which may be significantly different from the values suggested by the hypothetical examples. The examples assume the notes are purchased at par and held to the final settlement date, conditions that may not apply to many investors.