Goldman Sachs Prices $250,000 Callable 10-Year CMT Rate-Linked Range Accrual Notes Due 2036 at 10.30% Interest Factor

Structure of the GS Finance Corp. Range Accrual Note Offering

The notes are structured as range accrual instruments, meaning the amount of interest investors receive on each quarterly payment date depends directly on how many scheduled U.S. government securities business days — referred to as "reference dates" in the disclosure — within the relevant interest period see the 10-year CMT rate at or below 5.00%. The interest factor applied to calculate the annualized interest rate is 10.30%. This design means that interest income is not fixed or guaranteed; it accrues only on days when the rate condition is satisfied.

To determine the annualized interest rate for any given interest payment date, GS Finance Corp. divides the number of reference dates on which the 10-year CMT rate is equal to or less than 5.00% by the total number of reference dates in the relevant interest period, then multiplies the resulting fraction by the 10.30% interest factor. The filing states that quarterly interest payments will be calculated in accordance with the 30/360 (ISDA) day count convention. If the 10-year CMT rate exceeds 5.00% on every reference date during any interest period, investors will receive no interest payment for that quarter.

Original Issue Price Versus Estimated Value: A Notable Gap at Issuance

One of the most significant disclosures in this offering relates to the gap between the price investors paid and the estimated internal value of the notes at the time of pricing. The filing states that the estimated value of the notes on the trade date was approximately $924.70 per $1,000 face amount, based on pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and reflecting GS Finance Corp.'s credit spreads. Investors purchasing at the original issue price of 100% of face amount — that is, $1,000 per note — effectively paid a premium of approximately $75.30 per $1,000 face amount above the estimated value at the time of issuance.

The disclosure explains that the initial buy or sell price GS&Co. would use for account statements and market-making purposes — if it elects to make a market, which it is not obligated to do — equals approximately the estimated value plus an additional amount initially equal to $75.30 per $1,000 face amount. Prior to July 14, 2027, this additional amount will decline on a straight-line basis to zero. From July 14, 2027 onward, any market-making price offered by GS&Co. would reflect only its then-current estimated value as determined by its pricing models, without any additional amount. This structure means secondary market liquidity and pricing may be materially less favorable than the original purchase price.

The 10-Year CMT Rate Threshold and Its Role in Interest Accrual

The central economic mechanism of this note is the 5.00% threshold on the 10-year Constant Maturity Treasury rate. The 10-year CMT rate is a broadly referenced benchmark representing the yield on U.S. Treasury securities interpolated to a constant 10-year maturity. As of the filing date, the significance of this threshold depends on prevailing interest rate conditions, though the filing itself does not provide commentary on the current level of the 10-year CMT rate or an outlook for its trajectory.

The filing makes clear that if rates remain persistently above 5.00% across all reference dates in any given interest period, noteholders will receive no interest payment for that period. Conversely, if the rate is at or below 5.00% on every reference date, the full 10.30% annualized interest factor would apply for that period, and noteholders would receive the maximum possible quarterly payment. Intermediate scenarios — where rates are below the threshold on only some reference dates — produce proportional interest accrual. This mechanism creates a direct and ongoing linkage between U.S. interest rate dynamics and investor returns throughout the life of the notes.

Company Redemption Right Beginning July 2027

GS Finance Corp. retains the right to redeem the notes at its option, in whole but not in part, on any quarterly interest payment date on or after July 14, 2027. The redemption price is 100% of the outstanding face amount plus any accrued and unpaid interest. If the company elects to exercise this right, it must notify the holder and the trustee at least five business days in advance, and once a redemption notice is given, it is stated to be irrevocable under the terms of the disclosure.

The redemption right is exercisable only on specific quarterly interest payment dates — January 14, April 14, July 14, and October 14 of each year from 2027 through and including the stated maturity date of July 14, 2036 — and the company cannot select a redemption date that falls after maturity. This call feature is meaningful to investors because it introduces reinvestment risk: if interest rates have fallen significantly and the 10-year CMT rate is comfortably below 5.00%, the company may find it advantageous to call the notes, terminating the investor's right to receive future interest accruals at favorable conditions.

Quarterly Interest Payment Schedule and Day Count Convention

Interest payments, if any, are scheduled quarterly on the 14th day of each January, April, July, and October. The first interest payment date is October 14, 2026, and the final payment date coincides with the stated maturity date of July 14, 2036. Interest for each payment is determined on the fourth scheduled U.S. government securities business day prior to the applicable interest payment date, and the relevant interest period is the approximately three-month period preceding that determination date.

The filing specifies that the 30/360 (ISDA) day count convention governs the calculation of each quarterly payment. This is a standard market convention that assumes 30-day months and a 360-day year when calculating the fraction of the year applicable to any interest period. The filing further notes that the face amount of $250,000 in aggregate may be increased if GS Finance Corp. decides, at its sole option, to sell additional notes after the trade date, potentially at different issue prices or underwriting discounts than those disclosed for the initial offering.

Underwriting Economics and Goldman Sachs' Role as Dealer

The notes were distributed with an underwriting discount of 1% of the face amount, resulting in net proceeds to GS Finance Corp. of 99% of the face amount. Goldman Sachs & Co. LLC served as the underwriter for the initial distribution of the notes. The filing notes that GS&Co. or other affiliates of GS Finance Corp. may also use the prospectus supplement in market-making transactions following the initial sale, and that unless GS Finance Corp. or its agent specifies otherwise in a sale confirmation, the prospectus is presumed to be used in a market-making context.

Investors and market observers should be aware that GS&Co. is not obligated to make a market in these notes at any time. The filing explicitly states that any secondary market pricing offered by GS&Co., to the extent it does engage in market-making, will be determined by reference to its proprietary pricing models and will not necessarily reflect the original issue price or any specific bid from external market participants. This lack of guaranteed secondary liquidity is a material consideration for investors evaluating the notes' overall risk profile.

Guarantee by The Goldman Sachs Group, Inc. and Credit Risk Considerations

The notes are issued by GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company. The notes are part of the Medium-Term Notes, Series F program and will be 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 will be issued in book-entry form and are represented by master note no. 3, dated March 22, 2021.

The filing explicitly directs investors to review the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc. before investing. While the guarantee from Goldman Sachs Group adds a layer of structural support, 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. This means investors bear both the market risk of the 10-year CMT rate fluctuations and the credit risk of the Goldman Sachs entities throughout the ten-year term of the notes.

Principal Repayment at Maturity and Note Denomination Details

If GS Finance Corp. does not exercise its redemption right prior to the stated maturity date of July 14, 2036, the company has committed to paying each noteholder an amount in cash equal to the outstanding face amount of the notes plus any accrued and unpaid interest as of that date. The principal repayment is therefore not at risk from rate movements — only the interest accrual is linked to the performance of the 10-year CMT rate. This principal protection feature at maturity distinguishes these notes from equity-linked or total-return-linked structured products where the face amount itself can be reduced.

The notes are authorized in denominations of $1,000 or any integral multiple of $1,000 in excess thereof, making them accessible at a standard structured note minimum. The aggregate face amount of the initial offering is $250,000, a relatively modest notional size consistent with a targeted institutional or private client placement rather than a broad retail distribution. The filing states that GS Finance Corp. may, at its sole option, increase the aggregate face amount by issuing additional notes at a later date, and such additional notes may carry different issue prices and underwriting terms.

Regulatory Status and Program Framework

The offering was filed pursuant to Rule 424(b)(2) under Registration Statement No. 333-284538, and is designated as Prospectus Supplement No. 25,819 dated July 10, 2026. The notes were issued under an established shelf registration framework, allowing GS Finance Corp. to bring structured note offerings to market efficiently within a pre-registered program. The accompanying prospectus supplement and base prospectus, both dated February 14, 2025, form part of the complete offering documentation, and the filing states that the current prospectus supplement supersedes any conflicting information contained in those earlier documents.

The filing includes the standard regulatory notice that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or passed upon the accuracy or adequacy of the prospectus. The filing further notes that any representation to the contrary constitutes a criminal offense. Investors are directed to read the full disclosure carefully to understand the terms and risks of the investment, including the specific reference rate mechanics, credit exposures, and liquidity limitations described throughout the offering documents. The immediate share price impact on Goldman Sachs Group's publicly traded securities was not clear from available public information.