Free Writing Prospectus pursuant to Rule 433 dated July 20, 2026 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
|
GS Finance Corp. |
Lookback Trigger Jump Securities with Auto-Callable Feature Based on the Performance of the Class A Common Stock of Palantir Technologies Inc. due August 5, 2031 Principal At Risk Securities |
The securities are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. You should read the accompanying preliminary pricing supplement dated July 20, 2026, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. |
|
Maturity date premium amount (set on the pricing date): |
at least 100.00% |
||
|
|||||
|
Share performance factor: |
the final share price / the initial share price |
|||
|
CUSIP / ISIN: |
40054XSP4 / US40054XSP41 |
|||
KEY TERMS |
|
|
Estimated value range: |
$895 to $955 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
|
Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
|
|||
|
|
|
|||
Underlying stock: |
the Class A common stock of Palantir Technologies Inc. (current Bloomberg ticker: “PLTR UW”) |
|
Call observation dates |
Call payment dates |
Call premium amount |
Pricing date: |
expected to price on or about July 31, 2026 |
|
August 9, 2027 |
August 12, 2027 |
at least 20.00% |
|
November 1, 2027 |
November 4, 2027 |
at least 25.00% |
||
Original issue date: |
expected to be August 5, 2026 |
|
January 31, 2028 |
February 3, 2028 |
at least 30.00% |
Call observation dates: |
as set forth under “Call observation dates” below |
|
May 1, 2028 |
May 4, 2028 |
at least 35.00% |
Call payment dates: |
as set forth under “Call payment dates” below |
|
July 31, 2028 |
August 3, 2028 |
at least 40.00% |
Valuation date: |
expected to be July 31, 2031 |
|
October 31, 2028 |
November 3, 2028 |
at least 45.00% |
Stated maturity date: |
expected to be August 5, 2031 |
|
January 31, 2029 |
February 5, 2029 |
at least 50.00% |
Automatic call feature: |
if, as measured on any call observation date, the closing price of the underlying stock is greater than or equal to the initial share price, your securities will be automatically called and you will receive for each $1,000 principal amount an amount in cash equal to the sum of (i) $1,000 plus (ii) the product of $1,000 times the call premium amount applicable to the corresponding call observation date. No payments will be made after the call payment date. |
|
April 30, 2029 |
May 3, 2029 |
at least 55.00% |
|
July 31, 2029 |
August 3, 2029 |
at least 60.00% |
||
|
October 31, 2029 |
November 5, 2029 |
at least 65.00% |
||
|
January 31, 2030 |
February 5, 2030 |
at least 70.00% |
||
|
April 30, 2030 |
May 3, 2030 |
at least 75.00% |
||
|
July 31, 2030 |
August 5, 2030 |
at least 80.00% |
||
|
October 31, 2030 |
November 5, 2030 |
at least 85.00% |
||
|
January 31, 2031 |
February 5, 2031 |
at least 90.00% |
||
|
April 30, 2031 |
May 5, 2031 |
at least 95.00% |
||
Payment at maturity (for each $1,000 stated principal amount of your securities): |
if the final share price is greater than or equal to the downside threshold price, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the maturity date premium amount; or if the final share price is less than the downside threshold price, the product of (i) $1,000 times (ii) the share performance factor |
|
Hypothetical Payment Amount At Maturity* |
||
|
The Securities Have Not Been Automatically Called |
||||
|
Hypothetical Final Share Price (as Percentage of Initial Share Price) |
|
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
||
|
250.000% |
|
200.000% |
||
|
200.000% |
|
200.000% |
||
Initial share price: |
the lowest closing price of the underlying stock during the initial observation period |
|
150.000% |
|
200.000% |
|
125.000% |
|
200.000% |
||
Initial observation period: |
each scheduled trading day during the approximately one-month period from and including the pricing date to and including August 31, 2026 |
|
105.000% |
|
200.000% |
|
100.000% |
|
200.000% |
||
|
90.000% |
|
200.000% |
||
Final share price: |
the closing price of the underlying stock on the valuation date |
|
85.000% |
|
200.000% |
Downside threshold price: |
70.00% of the initial share price |
|
70.000% |
|
200.000% |
|
69.999% |
|
69.999% |
||
Call premium amount (set on the pricing date): |
with respect to any call observation date, the applicable call premium amount set forth under “Call premium amount” below |
|
60.000% |
|
60.000% |
|
50.000% |
|
50.000% |
||
|
|
|
30.000% |
|
30.000% |
|
|
|
25.000% |
|
25.000% |
|
|
|
0.000% |
|
0.000% |
|
*assumes a maturity date premium amount of 100.00% |
||||
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical closing prices of the underlying stock), the terms of the securities and certain risks.
About Your Securities |
The amount that you will be paid on your securities is based on the performance of the Class A common stock of Palantir Technologies Inc. The securities may be automatically called on any call observation date.
Your securities will be automatically called if the closing price of the underlying stock on any call observation date is greater than or equal to the initial share price, which will be the lowest closing price of the underlying stock during the initial observation period, resulting in a payment on the applicable call payment date equal to (i) the principal amount of your securities plus (ii) such principal amount times the call premium amount applicable to such call observation date. No payments will be made after the call payment date.
At maturity, if not previously called, you may lose a significant portion or all of your investment in the notes. You will not participate in any appreciation of the underlying stock.
The securities are for investors who are willing to risk losing all or a significant portion of the principal amount of their securities if the securities remain outstanding to maturity in exchange for the use of an initial observation period in determining the initial share value and the potential to earn a return of between at least 20.00% and at least 100.00%, depending on if and when their securities are automatically called.
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, general terms supplement no. 17,745 and preliminary pricing supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, general terms supplement no. 17,745 and preliminary pricing supplement and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement, general terms supplement no. 17,745 and preliminary pricing supplement if you so request by calling (212) 357-4612.
The securities are notes that are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This document should be read in conjunction with the following:
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical closing prices of the underlying stock), the terms of the securities and certain risks.
2
RISK FACTORS |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying general terms supplement no. 17,745, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. In addition to the below, you should read in full “Risk Factors” in the accompanying preliminary pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement no. 17,745, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus. Your securities are a riskier investment than ordinary debt securities. Also, your securities are not equivalent to investing directly in the underlying stock. You should carefully consider whether the offered securities are appropriate given your particular circumstances.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
Risks Related to Conflicts of Interest
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,745:
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical closing prices of the underlying stock), the terms of the securities and certain risks.
3
Risks Related to Structure, Valuation and Secondary Market Sales
Risks Related to Conflicts of Interest
Risks Related to Tax
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
The following risk factors are discussed in greater detail in the accompanying prospectus:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical closing prices of the underlying stock), the terms of the securities and certain risks.
4
TAX CONSIDERATIONS |
You should review carefully the discussion in the accompanying preliminary pricing supplement under the caption “Supplemental Discussion of U.S. Federal Income Tax Consequences” concerning the U.S. federal income tax consequences of an investment in the securities, and you should consult your tax advisor.
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the securities without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the underlying stock (including historical closing prices of the underlying stock), the terms of the securities and certain risks.
5
