Goldman Sachs Issues $341 Million Autocallable Notes Linked to Lululemon Stock Through 2029

Structured Product Overview and Issuer Framework

GS Finance Corp. has issued the autocallable contingent coupon equity-linked notes as part of its Medium-Term Notes Series F program, with full and unconditional guarantee from The Goldman Sachs Group Inc. The offering represents a $341 million issuance designed to provide investors with exposure to Lululemon Athletica Inc. common stock through a structured product format. The notes are issued in book-entry form and represented by master note number 3, dated March 22, 2021, and are governed by the senior debt indenture dated October 10, 2008, as supplemented.

The original issue price of the notes is 100 percent of face amount, with an underwriting discount of 0.5 percent of face amount, resulting in net proceeds to the issuer of 99.5 percent of face amount. The notes were priced on July 20, 2026, and originally issued on July 23, 2026. Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining payment amounts and monitoring the underlier's performance against the specified triggers and observation dates throughout the note term.

Coupon Mechanics and Payment Conditions

The notes provide quarterly coupon payments on specified dates, contingent upon Lululemon's stock performance relative to defined trigger levels. According to the filing, on each coupon payment date, investors receive a quarterly payment of $35.625 per $1,000 face amount if the closing level of Lululemon stock on the related coupon observation date is greater than or equal to the coupon trigger level of 50 percent of the initial underlier level. The coupon accumulates over time, with each payment calculated as the cumulative amount due through that observation date, less any coupons previously paid.

If Lululemon's closing level falls below the 50 percent coupon trigger level on any coupon observation date, investors receive zero coupon payment for that quarterly period. This contingent structure means that coupon income is not guaranteed and depends entirely on the stock maintaining performance above the specified threshold. Coupon observation dates commence on October 20, 2026, and continue quarterly through July 20, 2029, with corresponding coupon payment dates occurring one week after each observation date.

Automatic Call Feature and Early Redemption Risk

The notes incorporate an automatic call feature that terminates the investment early if Lululemon's stock performs positively. Specifically, the notes will be automatically called if the closing level of the underlier is greater than or equal to the initial underlier level of $116.67 on any call observation date. Call observation dates commence on January 20, 2027, and occur quarterly through April 20, 2029, with call payment dates following each observation date by one week.

When an automatic call is triggered, investors receive $1,000 per $1,000 face amount plus any coupon then due on the following call payment date. This feature limits upside participation for investors who purchase the notes below par, as the return is capped at par value upon call. For investors seeking extended participation in potential further stock appreciation beyond the initial level, this early redemption mechanism curtails that opportunity, though it does provide certainty of return if triggered.

Principal Protection and Downside Risk Exposure

At maturity, if the notes have not been automatically called, investors' principal return depends on Lululemon's final closing level relative to the trigger buffer level of 50 percent of the initial underlier level. If the final underlier level is greater than or equal to the trigger buffer level, investors receive $1,000 per $1,000 face amount. However, if the final underlier level falls below the 50 percent trigger buffer level, investors receive $1,000 plus an amount calculated as $1,000 multiplied by the underlier return, which can be significantly negative.

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 means that if Lululemon stock declines substantially from the $116.67 initial level, investors face losses that increase proportionally with the stock's decline. The disclosure states clearly that investors could lose their entire investment in the notes, indicating that if Lululemon stock falls to zero, the maximum loss equals 100 percent of principal invested. This downside exposure represents a significant risk distinct from the equity itself, as investors also bear credit risk of both GS Finance Corp. and The Goldman Sachs Group Inc.

Pricing and Valuation at Issuance

The notes were valued by Goldman Sachs at $978 per $1,000 face amount on the trade date, which is less than the original issue price of $1,000. The $22 discount between the estimated value and the original issue price reflects the cost of the embedded options and structural features. An additional amount of $22 was offered with an additional amount end date of October 19, 2026, indicating a temporary adjustment to partially offset the initial valuation discount during the early holding period.

The disclosure explicitly notes that the return on investors' investment in the notes will depend in part on the issue price paid for such notes, particularly if GS Finance Corp. or Goldman Sachs & Co. LLC conduct secondary market transactions at different prices following the initial offering. GS Finance Corp. retained the option to sell additional notes after the original issuance date at issue prices and underwriting discounts that may differ from the initial offering terms outlined in this pricing supplement.

Underlier Selection and Reference Asset

Lululemon Athletica Inc., a publicly traded company with Bloomberg ticker LULU UW, serves as the single underlier for these structured notes. The initial underlier level of $116.67 represents an intra-day level or the closing level on the trade date of July 20, 2026. The final underlier level for purposes of determining maturity payments will be the closing level on the determination date, which is the last coupon observation date of July 20, 2029, subject to adjustment as described in the accompanying general terms supplement.

By linking to a single company's common stock, these notes concentrate equity risk in Lululemon's business and share price performance. Investors in these notes assume direct equity market risk of the apparel and athletic wear company, which operates in a competitive sector subject to consumer discretionary spending patterns, fashion trends, supply chain dynamics, and management execution. Any material adverse development affecting Lululemon's financial performance, competitive position, or market valuation will directly impact the economic value and payment potential of these notes.

Credit Risk and Guarantor Considerations

Although the notes are issued by GS Finance Corp., they are fully and unconditionally guaranteed by The Goldman Sachs Group Inc., the parent company. This guarantee structure means that investors' claim on principal and coupon payments is backed by Goldman Sachs' creditworthiness and financial condition. However, the disclosure emphasizes that investors should read the terms carefully to understand the credit risk of both GS Finance Corp. as the direct issuer and The Goldman Sachs Group Inc. as guarantor.

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. Investors' recovery in a default scenario would depend on the bankruptcy proceedings and creditor hierarchy applicable to Goldman Sachs and its subsidiaries. The guarantee provides additional security compared to an unguaranteed GS Finance Corp. obligation, but does not eliminate credit risk, and investors should evaluate Goldman Sachs' financial stability and ratings as part of their investment decision.

Maturity Schedule and Observation Dates

The notes follow a strict quarterly observation and payment schedule extending from October 2026 through July 2029. Coupon observation dates occur on the 20th of October, January, April, and July, with corresponding coupon payment dates on the 27th of the same months. Call observation dates commence on January 20, 2027, and continue quarterly through April 20, 2029, allowing for potential early redemption at par throughout this three-year window if the stock appreciates sufficiently.

The stated maturity date for the notes is July 27, 2029, with the determination date for calculating the final underlier level set as July 20, 2029, the last coupon observation date. All dates and schedules are subject to adjustment as described in the accompanying general terms supplement, which was not fully reproduced in this disclosure. Investors should review the general terms supplement dated January 20, 2026, along with the prospectus supplement and base prospectus, both dated February 14, 2025, to understand the complete terms and any applicable adjustment mechanisms.

Document Structure and Regulatory Framework

This offering is governed by a multi-document disclosure structure. The pricing supplement dated July 20, 2026, is supplemented by general terms supplement number 17,745 dated January 20, 2026, along with a prospectus supplement and base prospectus both dated February 14, 2025. The information in the pricing supplement supersedes any conflicting information in the underlying documents, and investors must read all documents in conjunction to understand the complete terms and conditions.

The notes are registered under Registration Statement Number 333-284538, filed pursuant to Rule 424(b)(2). The prospectus represents an offer to sell the notes only in circumstances and jurisdictions where it is lawful to do so. GS Finance Corp. and Goldman Sachs have not authorized anyone to provide information beyond what is contained in or incorporated by reference in the pricing supplement and accompanying documents, and they take no responsibility for the reliability of any information provided by other sources.