Goldman Sachs Launches Buffered Equity-Linked Notes Tied to Palantir Technologies Stock, Maturing October 2027

Structure and Payment Mechanics of the Palantir-Linked Notes

The notes are structured so that the cash settlement amount paid at maturity is determined by the performance of Palantir Technologies Inc.'s Class A common stock, measured from the trade date to the determination date of October 18, 2027. The disclosure sets out three distinct payment scenarios depending on how Palantir's stock performs over that period. Each scenario is tied to the relationship between the final underlier level on the determination date and the initial underlier level set on the trade date.

If Palantir's stock closes higher on the determination date than the initial underlier level, investors receive $1,000 plus a dollar-for-dollar gain based on the underlier return, subject to the maximum settlement amount of $1,581.50 per $1,000 face amount. If Palantir's stock is flat or declines by up to 25%, investors receive their full $1,000 face amount back. However, if Palantir's stock declines by more than 25% from the initial underlier level, investors lose 1% of their face amount for every 1% decline below the buffer level, meaning significant losses are possible in adverse market conditions.

The 25% Downside Buffer and Its Limitations for Investors

The buffer mechanism is a defining feature of this structured note. The buffer level is set at 75% of the initial underlier level, and the buffer amount is 25%. This means that as long as Palantir's stock does not fall more than 25% from the initial price recorded on the trade date, investors will receive their full $1,000 face amount at maturity. The buffer rate is 100%, meaning below-buffer losses are passed through on a one-for-one basis relative to the decline below the buffer level.

It is important for prospective investors to understand that the buffer does not eliminate downside risk — it merely delays it. The filing explicitly states that investors could lose a significant portion of their face amount if Palantir's stock declines by more than 25% over the approximately 15-month term of the notes. The buffer is not a guarantee of principal and functions only within the defined threshold outlined in the pricing supplement's payment formula.

Upside Cap: Maximum Settlement Amount of $1,581.50 Per $1,000

While the notes offer participation in Palantir's stock gains, upside returns are capped. The maximum settlement amount is $1,581.50 per $1,000 face amount, which represents a maximum gain of approximately 58.15% over the term. This ceiling applies regardless of how much Palantir's stock may appreciate above the initial underlier level during the note's life. Investors therefore do not receive the full benefit of any Palantir stock rally that exceeds that threshold.

The filing notes that the underlier return is calculated as the difference between the final underlier level and the initial underlier level, divided by the initial underlier level. In a scenario where Palantir's stock rises sharply, the maximum settlement amount serves as the binding constraint on the cash payout. The notes do not accrue interest during their term, meaning the economic return to the investor is entirely dependent on the terminal performance of Palantir's stock at maturity.

No Interest Payments During the Life of the Notes

The pricing supplement is explicit on this point: the notes do not bear interest. Unlike traditional fixed-income instruments, investors in these notes forgo any periodic coupon payments for the duration of the investment period, which runs from the original issue date of July 22, 2026, to the stated maturity date of October 21, 2027. This means investors receive no income during the holding period and must rely entirely on the final cash settlement amount to generate any return.

This characteristic is a common feature of equity-linked structured notes and reflects the embedded cost of the downside buffer and the upside participation mechanism. Investors who require regular income from their investments should carefully consider whether this product aligns with their financial objectives. The filing makes clear that the economic profile of these notes is fundamentally different from that of standard bonds or interest-bearing deposit instruments.

Estimated Value Below Original Issue Price on the Trade Date

The disclosure reveals a notable pricing consideration that investors should factor into their assessment. GS Finance Corp. estimates that the fair value of the notes on the trade date will be between $925 and $955 per $1,000 face amount — materially below the original issue price of $1,000 per $1,000 face amount. This gap reflects costs embedded in the offering, including underwriting discounts, hedging costs, and the economic value of distribution fees.

The filing acknowledges this explicitly and directs readers to the section titled "The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date Is Less Than the Original Issue Price Of Your Notes." An additional amount and additional amount end date are referenced in the key terms table, but those specific figures were not disclosed in this preliminary supplement and will be finalized on the trade date. Investors should understand that buying at the $1,000 issue price means they begin at a level above the estimated internal fair value of the instrument.

Credit Risk of GS Finance Corp. and The Goldman Sachs Group, Inc.

The notes are obligations of GS Finance Corp. as issuer and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The filing is clear that the notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation, and are not obligations of or guaranteed by any bank. As a result, the repayment of the face amount and any settlement amounts at maturity depend on the financial health of both GS Finance Corp. and The Goldman Sachs Group, Inc.

If either GS Finance Corp. or The Goldman Sachs Group, Inc. were to experience a credit event or become unable to meet their obligations, investors could lose part or all of their investment regardless of how Palantir's stock performs. The filing directs investors to page PS-5 for a fuller discussion of this credit risk. Investors considering these notes should weigh this counterparty exposure alongside the equity market risk associated with Palantir's stock performance over the note's term.

Underlier Details: Palantir Technologies Inc. Class A Common Stock

The single underlier for these notes is the Class A common stock of Palantir Technologies Inc., identified in the filing under the Bloomberg ticker "PLTR UW." Palantir is a publicly traded data analytics and artificial intelligence software company whose stock has attracted significant investor attention in recent years. The initial underlier level will be set as either an intra-day level or the closing level of Palantir's stock on the trade date of July 17, 2026, as determined by Goldman Sachs & Co. LLC in its capacity as calculation agent.

The final underlier level will be the closing price of Palantir's Class A common stock on the determination date of October 18, 2027, subject to adjustment for market disruption events or non-trading days as described in the general terms supplement. The performance of the entire structured note is therefore entirely contingent on a single equity, which introduces concentrated single-stock risk. The disclosure does not include any historical performance data or projections for Palantir's stock, and the hypothetical examples included in the filing are stated to be for illustrative purposes only.

Role of Goldman Sachs & Co. LLC as Calculation Agent and Distributor

Goldman Sachs & Co. LLC ("GS&Co.") serves as the calculation agent for these notes, meaning it is responsible for determining key values including the initial underlier level, the final underlier level, and the resulting cash settlement amount. GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc., which creates an inherent conflict of interest that the filing acknowledges under the "Supplemental Plan of Distribution; Conflicts of Interest" section, referenced in the pricing supplement.

The filing also states that GS Finance Corp. may use the prospectus in the initial sale of the notes, and that GS&Co. or other affiliates of GS Finance Corp. may use the prospectus in market-making transactions after the initial sale. Unless informed otherwise in the confirmation of sale, buyers should assume the prospectus is being used in a market-making context. The notes will be issued in book-entry form and are represented by master note no. 3, dated March 22, 2021, issued under the GSFC 2008 indenture.

Preliminary Nature of This Pricing Supplement and Key Pending Terms

It is essential for investors to understand that this is a preliminary pricing supplement, and several key terms remain to be finalized as of the filing date. The aggregate face amount of the offering, the underwriting discount as a percentage of face amount, the net proceeds to the issuer, the specific pricing supplement number, and the pricing supplement date were all listed as pending in the filing. The additional amount and the additional amount end date, both referenced in the estimated value section, were also not yet disclosed.

These final terms are expected to be determined on or around the trade date of July 17, 2026. The preliminary supplement filed on July 13, 2026, states explicitly that the information it contains is not complete and may be changed, and that it does not constitute an offer to sell or a solicitation to buy in jurisdictions where such activity is not permitted. Investors are advised to review the final pricing supplement once published, alongside the accompanying general terms supplement, prospectus supplement, and base prospectus, all of which form part of the full disclosure package for this offering.

Program Framework: Medium-Term Notes, Series F

These notes form part of GS Finance Corp.'s Medium-Term Notes, Series F program and are issued under the senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015. The notes are issued pursuant to Registration Statement No. 333-284538 and filed pursuant to Rule 424(b)(2). The broader prospectus documentation includes a general terms supplement dated January 20, 2026, a prospectus supplement dated February 14, 2025, and a base prospectus also dated February 14, 2025.

The CUSIP number assigned to this issuance is 40054XNL8 and the ISIN is US40054XNL81. The filing states that information in this pricing supplement supersedes any conflicting information in the accompanying documents. Investors and advisors reviewing this offering should ensure they consult the complete suite of disclosure documents rather than relying solely on the preliminary pricing supplement, as the supplement explicitly notes that it does not set forth all of the terms of the notes.