Goldman Sachs Issues $6.53 Million in Leveraged Buffered S&P 500 Index-Linked Notes Due 2028

Structured Product Design and Index-Linked Features

The notes represent a structured investment product designed to track the performance of the S&P 500 Index from the trade date of July 16, 2026, through five averaging dates scheduled for January 11–18, 2028. The filing discloses that the initial underlier level is set at 7,533.77, based on an intra-day or closing level on the trade date. The final underlier level will be calculated as the arithmetic average of the closing levels on each of the five averaging dates, allowing the company to smooth potential volatility across the measurement period.

The structural mechanics of these notes provide investors with asymmetric return exposure. If the final underlier level exceeds the initial level, investors receive the face amount plus gains multiplied by the 200% upside participation rate, capped at the maximum settlement amount of $1,197.50 per $1,000 face amount. This cap effectively limits the maximum return to 19.75% regardless of S&P 500 performance. The filing indicates that neither a market disruption event nor a non-trading day is assumed to occur on any of the originally scheduled averaging dates, though it acknowledges that actual performance may differ materially from hypothetical examples.

Buffer Protection and Downside Risk Parameters

The disclosure highlights a buffer mechanism designed to protect investors against moderate declines in the S&P 500 Index. The buffer level is set at 90% of the initial underlier level, meaning investors will receive full face amount protection if the index declines by up to 10%. The filing states that if the final underlier level is equal to or less than the initial level but not by more than the buffer amount, the investor receives exactly $1,000 per $1,000 face amount—effectively breaking even on a percentage basis while forfeiting any potential gains.

However, if the S&P 500 Index falls below the 90% buffer level, losses accelerate significantly. According to the filing, investors will lose approximately 1.1111% of the face amount for every 1% that the final underlier level declines below the buffer level. This buffer rate of approximately 111.11% means that losses are magnified beyond the underlying index decline. The disclosure explicitly warns investors that they could lose their entire investment in the notes if the index declines sufficiently. This feature represents a critical risk factor that potential investors must understand before committing capital.

Pricing, Issue Structure, and Guaranteed Status

The notes were issued at 100% of face amount with an underwriting discount of 0.15% of face amount, yielding net proceeds to the issuer of 99.85% of face amount. The filing discloses that the estimated value of the notes on the trade date was $993 per $1,000 face amount, which is less than the original issue price. An additional amount of $7 per $1,000 face amount is payable with an additional amount end date of November 15, 2026, according to the disclosure. This pricing structure indicates that at issuance, the notes were valued below par, reflecting the embedded risks and the cost of the structured features.

The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., which serves as the parent company guarantor. The disclosure clarifies that the notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Investors in these notes are therefore exposed to the credit risk of both GS Finance Corp., the issuer, and The Goldman Sachs Group, Inc., the guarantor. The filing emphasizes that neither the SEC nor any other regulatory body has approved or disapproved of these securities, and that any representation to the contrary would constitute a criminal offense.

Calculation Methodology and Key Dates

Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining the final underlier level and the cash settlement amount at maturity. The filing specifies that the underlier return is calculated as (the final underlier level minus the initial underlier level) divided by the initial underlier level. The five averaging dates are January 11, 12, 13, 14, and 18, 2028, with January 18, 2028, designated as both the determination date and the final averaging date. The stated maturity date is January 21, 2028, providing a three-business-day settlement period after the final measurement.

The disclosure notes that all dates are subject to adjustment as described in the accompanying general terms supplement. This language suggests that if any averaging date falls on a non-trading day or if market disruptions occur, the dates may be modified according to predefined adjustment procedures. The filing includes hypothetical examples showing how various S&P 500 Index levels at maturity would affect the cash settlement amount, though it explicitly cautions that these examples are for illustration only and should not be taken as predictions of future investment results.

Credit Risk and Issuer Profile

Investors in these notes assume credit risk on both GS Finance Corp., the issuer, and The Goldman Sachs Group, Inc., the guarantor. While the filing does not provide detailed credit analysis or rating information, it emphasizes that investors should read the disclosure to better understand the terms and risks, including the credit risk of both entities. The issuer is a finance subsidiary of The Goldman Sachs Group, and the guarantor is a major global financial institution. However, the filing makes clear that the guarantee extends only to The Goldman Sachs Group, Inc., as a specific entity, and does not include its subsidiaries or affiliates unless otherwise specified.

The notes will be issued under the senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015. The Bank of New York Mellon serves as trustee. The notes will be issued in book-entry form and represented by master note number 3, dated March 22, 2021. These structural and legal details establish the contractual framework governing the notes but do not alter the fundamental credit risk that investors face.

Secondary Market and Trading Considerations

The filing discloses that while GS Finance Corp. may use the prospectus in the initial sale of the notes, Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use the prospectus in market-making transactions in the notes after the initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, the prospectus will be presumed to be used in a market-making transaction. This language indicates that Goldman Sachs affiliates may actively trade these notes in the secondary market, creating potential liquidity but also potential conflicts of interest.

The filing explicitly warns that if investors sell notes in the secondary market prior to maturity, the return will depend on the market value of the notes at the time of sale. The disclosure identifies several factors that could affect the market value, including interest rate changes, volatility of the S&P 500 Index, and the creditworthiness of both the issuer and guarantor. Investors holding these notes to maturity will receive the cash settlement amount calculated according to the formula; however, those selling early may realize gains or losses based on market conditions at the time of sale, potentially significant losses if credit conditions deteriorate or market volatility spikes.

Prospectus Integration and Regulatory Framework

This pricing supplement constitutes part of a multi-document prospectus structure and does not stand alone. The filing states that the prospectus includes the pricing supplement plus accompanying documents, which include a general terms supplement dated January 20, 2026, an underlier supplement dated June 24, 2026, a prospectus supplement dated February 14, 2025, and the base prospectus also dated February 14, 2025. The disclosure clarifies that information in this pricing supplement supersedes any conflicting information in the accompanying documents and that some terms described in other documents may not apply to these specific notes.

The notes are part of the Medium-Term Notes, Series F program of GS Finance Corp. under registration statement number 333-284538. The filing emphasizes that GS Finance Corp. has not authorized anyone to provide information or make representations other than those contained in or incorporated by reference in the pricing supplement and accompanying documents. This exclusionary language is designed to limit liability for misleading statements and to establish the official documents as the sole source of material information for investors considering these notes.

Hypothetical Performance Scenarios and Return Limitations

The filing includes hypothetical examples illustrating how various S&P 500 Index performance scenarios would affect the cash settlement amount if investors purchase the notes at face amount on the original issue date and hold them to maturity. These examples assume no market disruptions, no changes to the underlier stocks or calculation methodology, and all other variables remaining constant. The disclosure cautions that the actual performance of the underlier over the life of the notes may bear little relation to these hypothetical scenarios, and that actual results could differ materially.

The examples are structured to show the impact of the 200% upside participation rate, the $1,197.50 maximum settlement cap, and the buffer protection mechanism across different market scenarios. For instance, if the S&P 500 Index rises significantly, investors participate at double the rate but are capped at the maximum settlement. If the index falls modestly within the 10% buffer, investors break even. If the index falls beyond the buffer, investors incur losses at the magnified buffer rate. These examples serve as educational tools but do not constitute predictions or guarantees of future performance.

No Interest Payments and Total Return Structure

The disclosure emphasizes that these notes do not bear interest in the traditional sense. Investors receive no coupon payments or periodic interest distributions. Instead, the entire return on the investment is determined by the S&P 500 Index performance calculation at maturity or upon sale in the secondary market. This structure means that investors forgo the certainty of fixed income in exchange for leveraged upside exposure (via the 200% participation rate) combined with a limited buffer against downside losses. The no-interest structure also means that investors holding these notes receive no cash flow until maturity or sale.

The total return on these notes depends entirely on whether investors purchase at the original issue price and hold to maturity, purchase in the secondary market at a different price, or sell prior to maturity. An investor purchasing at face amount on the original issue date would receive a maximum return of 19.75% if the S&P 500 Index rises enough to trigger the maximum settlement amount of $1,197.50. Conversely, an investor could lose 100% of their investment if the index falls more than approximately 10% from the initial level. The filing makes abundantly clear that there is no downside protection beyond the 10% buffer and that total loss is possible.