Goldman Sachs Issues Autocallable Equity-Linked Notes Tied to NVIDIA Stock With Contingent Coupon Structure

Structure of the Autocallable Notes and Performance-Based Returns

The notes issued by GS Finance Corp. are structured as autocallable securities with returns that depend entirely on the closing level of NVIDIA Corporation common stock. The filing discloses that at maturity, assuming the notes have not been automatically called, investors will receive a cash settlement amount based on the final underlier level. The disclosure states that if the final underlier level is greater than or equal to the trigger buffer level of 61% of the initial underlier level, investors will receive $1,000 per $1,000 face amount. However, if the final underlier level falls below this threshold, the cash settlement amount will be reduced according to the underlier return calculation, which represents the percentage change in NVIDIA stock price from the initial level to the determination date.

The filing explains that investors could lose their entire investment in the notes if NVIDIA stock declines significantly. The mechanism operates as follows: the underlier return is calculated as (final underlier level minus initial underlier level) divided by the initial underlier level. If this return is negative and exceeds negative 100%, the payment at maturity would theoretically reach zero or below, resulting in total loss of principal. The preliminary pricing supplement indicates the estimated value of the notes at trade date ranges from $925 to $955 per $1,000 face amount, which is less than the original issue price of 100%, reflecting the embedded costs and risks of the structured product.

Contingent Quarterly Coupon Payment Framework

The notes provide for contingent quarterly coupon payments that are only made if specific conditions are met on coupon observation dates. The filing discloses that on each coupon payment date, investors will receive a coupon payment only if the closing level of NVIDIA stock on the related coupon observation date is greater than or equal to the coupon trigger level of 61% of the initial underlier level. When this condition is satisfied, the coupon payment equals $35 multiplied by the number of coupon observation dates that have occurred up to and including the related coupon payment date, minus the sum of all coupons previously paid.

If the closing level of NVIDIA stock falls below the 61% coupon trigger level on any coupon observation date, the filing indicates that no coupon payment will be made on the corresponding coupon payment date. The coupon observation dates are scheduled quarterly, beginning October 21, 2026, and continuing through July 21, 2028, with corresponding coupon payment dates five business days later. This structure means that coupon payments are cumulative if triggered, but investors receive zero coupon if the stock price falls below the trigger level on any observation date. The contingent nature of these payments adds uncertainty to the income component of the investment.

Automatic Call Feature and Early Redemption Mechanics

A key feature of the notes is the automatic call mechanism, which the filing describes as reducing the potential upside for investors while protecting the issuer from adverse market movements. The notes will be automatically called if the closing level of NVIDIA stock is greater than or equal to the initial underlier level on any call observation date. The call observation dates commence on January 21, 2027, and end on April 21, 2028, coinciding with certain coupon observation dates.

When an automatic call is triggered, the issuer will pay investors $1,000 per $1,000 face amount on the following call payment date, along with any coupon then due. The filing suggests that this feature caps potential gains for investors, as they will not benefit from further appreciation of NVIDIA stock beyond the initial level once the call is triggered. The automatic call dates are scheduled quarterly starting January 21, 2027, providing multiple opportunities for the issuer to recall the notes if NVIDIA stock recovers to its initial level. This structure is advantageous to the issuer but limits upside participation for investors in a rising market.

Pricing Details and Underwriting Compensation

The filing discloses that the original issue price for the notes is 100% of face amount, with an underwriting discount of 1.85% of the face amount. This discount includes a selling concession of up to 1.75% and a structuring fee of up to 0.1%. The net proceeds to the issuer are therefore 98.15% of the face amount. The pricing supplement notes that the estimated value of the notes on the trade date of July 21, 2026, is $925 to $955 per $1,000 face amount, indicating that the secondary market valuation is substantially below the original issue price, reflecting the embedded risks and issuer-favorable features of the product.

The filing states that GS Finance Corp. may decide to sell additional notes after the date of the preliminary pricing supplement at issue prices and with underwriting discounts and net proceeds that differ from the amounts disclosed. The disclosure emphasizes that the return on an investor's investment will depend in part on the issue price paid for such notes. This language suggests that market conditions and demand may affect pricing for any additional issuances. The preliminary nature of the pricing supplement, dated July 20, 2026, indicates that final terms, including specific aggregate face amount and additional amount details, were subject to completion at the time of filing.

Risk of Total Loss and Credit Risk Considerations

The filing prominently discloses that investors in the notes could lose their entire investment. This risk arises from two primary sources: the performance of NVIDIA stock and the credit risk of the issuers. While the notes are guaranteed by The Goldman Sachs Group, Inc., the filing emphasizes that the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc., must be considered by investors. The disclosure states that investors should read the disclosure to better understand the terms and risks, with reference to page PS-8 for additional credit risk information.

If NVIDIA stock declines by 100% (that is, falls to zero), investors would receive no cash settlement amount at maturity, resulting in a complete loss of principal. Even if NVIDIA stock declines less severely, a decline exceeding the trigger buffer level of 61% of the initial level would result in a cash settlement amount less than the full $1,000 per $1,000 face amount originally invested. Additionally, if the stock price falls below the coupon trigger level on any observation date, no interim coupon payment is made on that date, further reducing returns. The filing notes that the notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation, and are not obligations or guarantees of a bank, underscoring that investors bear the full credit risk of the issuers.

NVIDIA Stock Underlier and Calculation Agent Responsibilities

The filing identifies the underlier for the notes as the common stock of NVIDIA Corporation, with the Bloomberg ticker listed as "NVDA UW" at the time of the preliminary pricing supplement. All performance calculations and determinations are made by Goldman Sachs & Co. LLC, which serves as the calculation agent. The initial underlier level, which serves as the baseline for all calculations, is set on the trade date of July 21, 2026, and will be either an intra-day level or the closing level of NVIDIA stock on that date. The final underlier level is defined as the closing level of NVIDIA stock on the determination date, which is identified as the last coupon observation date of July 21, 2028, subject to adjustment as described in the accompanying general terms supplement.

The filing indicates that the underlier return, calculated as (final underlier level minus initial underlier level) divided by the initial underlier level, represents the percentage change in NVIDIA stock price over the approximately two-year investment period. This return calculation is determinative of the cash settlement amount at maturity if the notes have not been called early. The CUSIP and ISIN numbers provided are 40054XSG4 and US40054XSG42, respectively, enabling identification and tracking of the securities. The reliance on Goldman Sachs & Co. LLC as the sole calculation agent means that investors are dependent on this affiliate's determinations regarding observation dates, closing levels, and payment calculations.

Prospectus Documentation and Legal Framework

The filing indicates that the preliminary pricing supplement is part of a comprehensive prospectus package that includes General Terms Supplement No. 17,745 dated January 20, 2026, a prospectus supplement dated February 14, 2025, and a prospectus dated February 14, 2025. The notes are 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., The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. This indenture is referred to as the "GSFC 2008 indenture" in the accompanying documents.

The filing emphasizes that the pricing supplement does not set forth all of the terms of the notes and should be read in conjunction with the accompanying documents. Information in the pricing supplement supersedes any conflicting information in the listed documents. The notes will be issued in book-entry form and represented by master note no. 3, dated March 22, 2021. The filing also discloses that Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use the prospectus in market-making transactions after initial sale, suggesting that secondary market trading may be available through Goldman Sachs affiliates.

Preliminary Pricing Status and Hypothetical Examples

The preliminary pricing supplement dated July 20, 2026, is explicitly marked as incomplete and subject to change, with information noted as preliminary. The filing includes a standard legend stating that the information is not an offer to sell and does not seek an offer to buy these securities in jurisdictions where such offer or sale is not permitted. The prospectus is filed pursuant to Rule 424(b)(2) and is part of registration statement number 333-284538. The filing indicates that final pricing and specific terms would be set on the trade date of July 21, 2026, with the original issue date of July 24, 2026.

The filing includes hypothetical examples for illustrative purposes only, explicitly stating that these examples should not be taken as an indication or prediction of future investment results. The examples are designed to illustrate the impact of various hypothetical closing levels of NVIDIA stock on coupon payments and the cash settlement amount at maturity, assuming all other variables remain constant. The filing cautions that the hypothetical examples are not intended to predict the closing levels of the underlier. This language underscores the speculative nature of the investment, as actual returns depend entirely on NVIDIA stock performance over the two-year term of the notes.

Guarantee Structure and Issuer Information

The notes are issued by GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The filing clarifies that references to "GS Finance Corp." mean only GS Finance Corp. and do not include its subsidiaries or affiliates, while references to "The Goldman Sachs Group, Inc." mean only the parent company and do not include its subsidiaries or affiliates. References to "Goldman Sachs" mean The Goldman Sachs Group, Inc. together with its consolidated subsidiaries and affiliates, including GS Finance Corp.

The guarantee by The Goldman Sachs Group, Inc., provides investors with recourse to the parent company in the event of default by GS Finance Corp., though the filing emphasizes that investors must consider the credit risk of both entities. The notes are part of the Medium-Term Notes, Series F program of GS Finance Corp., indicating that this is one issuance within a broader program of structured debt securities. The filing includes standard regulatory language noting that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the securities or passed upon the accuracy or adequacy of the prospectus.