Goldman Sachs Issues $3.3 Million Leveraged EURO STOXX 50 Index-Linked Notes Due 2029

Structured Product Design and Payment Mechanics

The issued notes represent a structured investment product linked to the performance of the EURO STOXX 50 Index. The payment structure at maturity is designed with three distinct scenarios based on the index's performance from the trade date through the determination date of July 23, 2029. According to the filing, if the final underlier level exceeds the initial underlier level of 6,285.63, investors will receive positive returns equal to the upside participation rate multiplied by the underlier return. This upside participation rate of 154.25% means investors capture more than their proportional share of index gains, providing leveraged upside exposure.

The notes incorporate a buffer protection mechanism that shields investors from losses within a defined range. If the final underlier level is equal to or less than the initial level but does not decline below 85% of that initial level (the buffer level), investors receive the full face amount with no loss. This 15% buffer amount provides a cushion against moderate market declines. However, losses become direct once the index falls below the buffer level, with investors losing 1% of face amount for every 1% the index declines below the 85% threshold. The prospectus states that investors could lose a significant portion of the face amount of their notes if market conditions prove adverse.

Issue Terms and Pricing Structure

The notes were issued with an aggregate face amount of $3,297,000 and priced with an original issue price of 100% of face amount. The filing discloses that the underwriting discount comprises 0.5% of the face amount, resulting in net proceeds to the issuer of 99.5% of the face amount. The notes do not bear interest, meaning investors receive returns solely through the potential appreciation or depreciation of the underlying EURO STOXX 50 Index. The trade date was July 21, 2026, with an original issue date of July 24, 2026, and a stated maturity date of July 26, 2029, providing approximately three years of exposure to the index.

The filing notes that the estimated value of the notes on the trade date was $990 per $1,000 face amount, which is less than the original issue price of $1,000. This valuation discount is significant for prospective purchasers, as it indicates the notes were valued below par on the pricing date. The disclosure specifies an additional amount of $10 per $1,000 face amount with an additional amount end date of November 20, 2026. Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining underlier levels and settlement amounts.

Credit Risk and Guarantor Information

The notes are issued by GS Finance Corp. but are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., which serves as the parent company and guarantor. This guarantee structure is fundamental to the credit profile of the offering, as it means investors' claims extend to the creditworthiness of The Goldman Sachs Group, Inc., one of the world's largest investment banking firms. The prospectus explicitly directs investors to evaluate the credit risk of both GS Finance Corp. as issuer and The Goldman Sachs Group, Inc. as guarantor, acknowledging that credit quality represents a material consideration for investors.

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 number 3, dated March 22, 2021. The prospectus emphasizes that these notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, distinguishing them from traditional bank savings instruments.

Underlier Specifications and Index Methodology

The EURO STOXX 50 Index, identified by Bloomberg symbol "SX5E Index," serves as the underlier for these structured notes. The initial underlier level was established at 6,285.63, which the disclosure identifies as either an intra-day level or the closing level of the underlier on the trade date of July 21, 2026. The final underlier level will be determined as the closing level of the index on the determination date of July 23, 2029, subject to adjustment as described in the accompanying general terms supplement. The underlier return is calculated as the percentage change from the initial level to the final level: (final level minus initial level) divided by initial level.

The filing indicates that the hypothetical examples provided in the prospectus are illustrations only and should not be interpreted as predictions of future results. These examples assume notes are purchased at face amount on the original issue date and held to maturity, with no change in the underlier stocks or calculation methodology. The prospectus explicitly states that if notes are sold in the secondary market prior to maturity, returns will depend on market value at time of sale, which may be affected by interest rates, underlier volatility, and creditworthiness of the issuer and guarantor.

Settlement and Cash Payment Process

The cash settlement amount per $1,000 face amount will be determined on the stated maturity date according to the specific formulae outlined in the prospectus. If the final underlier level is greater than the initial level, settlement equals $1,000 plus $1,000 multiplied by the upside participation rate of 154.25% multiplied by the underlier return. For example, if the index rises 10%, investors would receive $1,000 plus $1,000 times 154.25% times 10%, yielding $1,154.25 per $1,000 face amount. If the final level equals or falls below the initial level but remains above or at the 85% buffer level, investors receive exactly $1,000, recovering their full principal despite index decline.

In scenarios where the final underlier level falls below the buffer level of 85%, the settlement formula becomes $1,000 plus ($1,000 multiplied by the buffer rate of 100% multiplied by (the underlier return plus the buffer amount of 15%)). This calculation mechanism ensures that once losses exceed the 15% buffer, investors bear the full downside on a dollar-for-dollar basis. For instance, if the index declines 20%, investors lose 5% of face amount, receiving $950 per $1,000 face amount. At a 30% index decline, investors receive $700 per $1,000 face amount, demonstrating the potentially significant loss exposure inherent in these leveraged structured products.

Prospectus Documents and Registration Framework

The offering was filed pursuant to Rule 424(b)(2) under the Securities Act, with Registration Statement Number 333-284538. This prospectus incorporates by reference several foundational documents that establish the complete terms and conditions of the notes. These documents include General Terms Supplement Number 17,745 dated January 20, 2026, Underlier Supplement Number 49 dated June 24, 2026, a Prospectus Supplement dated February 14, 2025, and the base Prospectus dated February 14, 2025. The pricing supplement, designated as Pricing Supplement Number 25,856 and dated July 21, 2026, constitutes a supplement to these referenced documents and must be read in conjunction with them to understand the complete terms.

The filing clarifies that information in the pricing supplement supersedes any conflicting information contained in the other documents, and that certain terms or features described in the referenced documents may not apply to these specific notes. The prospectus explicitly states that no authorization has been granted for any person to provide information or representations beyond those contained in or incorporated by reference in the pricing supplement and accompanying documents. The issuer takes no responsibility for the reliability of any information provided outside these official offering documents, a standard disclaimer protecting the issuer from unauthorized representations that could mislead investors.

Distribution and Secondary Market Considerations

The notes were initially offered through Goldman Sachs & Co. LLC as the underwriter, which received a 0.5% underwriting discount on the face amount. The prospectus notes that GS Finance Corp. may use this prospectus in the initial sale of notes, and Goldman Sachs & Co. LLC or other affiliates of GS Finance Corp. may use this prospectus in market-making transactions in the notes after their initial sale. Unless the issuer or its agent informs purchasers otherwise in the confirmation of sale, the prospectus is being used in a market-making transaction, indicating that secondary market activity may occur following the initial issuance.

The filing acknowledges that GS Finance Corp. may decide to sell additional notes after the pricing supplement date at issue prices and underwriting discounts that differ from the amounts set forth in this offering. This flexibility allows the issuer to issue similar structured products at different pricing levels depending on market conditions and index performance at future dates. The prospectus emphasizes that the return on investment, whether positive or negative, depends in part on the issue price paid for notes, meaning investors purchasing in secondary market transactions at prices above or below par would experience different return profiles than those purchasing at the original issue price.

Risk Considerations and Investor Protections

The prospectus contains explicit warnings regarding the loss potential inherent in these leveraged structured notes. The filing states that investors "could lose a significant portion of the face amount of your notes," emphasizing the downside risk exposure once the index declines beyond the 15% buffer level. Unlike traditional bonds that provide fixed repayment of principal, these notes expose investors to full downside risk on index declines exceeding the buffer threshold. The hypothetical examples provided in the prospectus are designed to illustrate how various index performance scenarios translate to different payment amounts at maturity, but the prospectus cautions that actual performance may differ materially from these illustrations.

The prospectus directs investors to carefully evaluate the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc., recognizing that the guarantee from Goldman Sachs extends investor protections only to the creditworthiness of that parent company. The notes are explicitly identified as non-bank deposits not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Investors considering secondary market purchases should note that the market value of notes between issuance and maturity will be affected by factors including interest rate changes, underlier volatility, and changes in the credit quality of the issuer and guarantor, potentially resulting in returns that bear little relation to the hypothetical examples provided.

Key Calculation Agent and Administrative Details

Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining underlier levels, calculating returns, and computing settlement amounts. The notes have been assigned CUSIP number 40054XLK2 and ISIN US40054XLK27 for identification and trading purposes. These identifiers enable investors and market participants to track and trade the notes in secondary markets. The determination date of July 23, 2029, and stated maturity date of July 26, 2029, are subject to adjustment as described in the accompanying general terms supplement, which may occur if the determination date falls on a market disruption event or non-trading day.

The prospectus notes that hypothetical examples assume neither a market disruption event nor a non-trading day occurs on the originally scheduled determination date, and that no change occurs in the underlier stocks or in the method by which the underlier sponsor calculates the index. In practice, adjustments to these dates or methodologies could occur, potentially affecting the final determination of underlier levels and settlement amounts. The prospectus indicates that investors should review the general terms supplement and underlier supplement for complete details regarding adjustment provisions and other administrative procedures governing the notes.