Free Writing Prospectus pursuant to Rule 433 dated July 22, 2026
Registration Statement No. 333-284538
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Market Linked Securities — Leveraged Upside Participation and Buffered Downside Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index, the Dow Jones Industrial Average®, the Nasdaq-100 Index® and the EURO STOXX 50® Index due August 11, 2027 |
Summary of Terms |
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Company (Issuer) and Guarantor: |
GS Finance Corp. (issuer) and The Goldman Sachs Group, Inc. (guarantor) |
Market measures (each referred to as an “underlier,” and collectively as the “underliers”): |
the S&P 500® Index, the Dow Jones Industrial Average®, Nasdaq-100 Index® and the EURO STOXX 50® Index |
Pricing date: |
expected to be July 30, 2026 |
Issue date: |
expected to be August 4, 2026 |
Calculation day: |
expected to be August 6, 2027 |
Stated maturity date: |
expected to be August 11, 2027 |
Starting level: |
with respect to an underlier, the closing level of such underlier on the pricing date |
Ending level: |
with respect to an underlier, the closing level of such underlier on the calculation day |
Lowest performing underlier: |
the underlier with the lowest underlier return |
Underlier return: |
ending level – starting level starting level |
Upside participation rate: |
at least 114% |
Threshold level: |
with respect to an underlier, 80% of its starting level |
Buffer amount: |
20% |
Payment amount at maturity (for each $1,000 face amount of your securities): |
• if the ending level of the lowest performing underlier is greater than its starting level: $1,000+($1,000 × underlier return of the lowest performing underlier × upside participation rate); • if the ending level of the lowest performing underlier is less than or equal to its starting level, but greater than or equal to its threshold level: $1,000; or • if the ending level of the lowest performing underlier is less than its threshold level: $1,000 + [$1,000 × (underlier return of the lowest performing underlier + buffer amount)] |
Underwriting discount: |
up to 2.325% of the face amount*; Wells Fargo Securities, LLC (“WFS”) is the agent for the distribution of the securities. WFS will receive the underwriting discount of up to 2.325% of the aggregate face amount of the securities sold. The agent may resell the securities to Wells Fargo Advisors (“WFA”) at the original issue price of the securities less a concession of 1.75% of the aggregate face amount of the securities. In addition to the selling concession received by WFA, WFS advises that WFA may also receive out of the underwriting discount a distribution expense fee of 0.075% for each $1,000 face amount of a security WFA sells. |
CUSIP: |
40054XS74 |
Tax consequences: |
See “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying preliminary pricing supplement |
* In addition, in respect of certain securities sold in this offering, GS&Co. may pay a fee of up to 0.20% of the aggregate face amount of the securities sold to selected securities dealers in consideration for marketing and other services in connection with the distribution of the securities to other securities dealers.
Hypothetical Payout Profile* |
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* assumes an upside participation rate of 114%.
If the ending level of the lowest performing underlier is less than its threshold level, you will have 1-to-1 downside exposure to the decrease in the level of the lowest performing underlier in excess of the buffer amount and will lose some, and possibly up to 80%, of the face amount of your securities at maturity.
You should read the accompanying preliminary pricing supplement dated July 22, 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.
The securities 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:
The estimated value of your securities at the time the terms of your securities are set on the pricing date is expected to be between $925 and $955 per $1,000 face amount. See the accompanying preliminary pricing supplement for a further discussion of the estimated value of your securities.
The securities have more complex features than conventional debt securities and involve risks not associated with conventional debt securities. See “Risk Factors” in this term sheet and in the accompanying preliminary pricing supplement. 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 underliers, the terms of the securities and certain risks.
About Your Securities |
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, WFS product supplement no. 9, underlier supplement no. 49 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, WFS product supplement no. 9, underlier supplement no. 49 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, WFS product supplement no. 9, underlier supplement no. 49 and preliminary pricing supplement if you so request by calling (212) 357-4612.
Risk Factors |
An investment in the securities is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying WFS product supplement no. 9, accompanying underlier supplement no. 49, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of risk factors discussed in the accompanying preliminary pricing supplement (but not those discussed in the accompanying WFS product supplement no. 9, accompanying underlier supplement no. 49, accompanying prospectus supplement and accompanying prospectus). In addition to the below, you should read in full “Selected Risk Considerations” in the accompanying preliminary pricing supplement, “ Risk Factors” in the accompanying WFS product supplement no. 9, “Additional Risk Factors Specific to the Securities” in the accompanying underlier supplement no. 49, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Related to Structure, Valuation and Secondary Market Sales
Additional Risks Related to the Nasdaq-100 Index® and the EURO STOXX 50® Index
Additional Risks Related to the Nasdaq-100 Index®
Risks Related to Tax
For details about the license agreement between the underlier sponsors and the issuer, see “The Underliers — S&P 500® Index”, “The Underliers — Dow Jones Industrial Average®”, “The Underliers — Nasdaq-100 Index®” and “The Underliers — EURO STOXX 50® Index” on pages S-130, S-19, S-66 and S-36 of the accompanying underlier supplement no. 49, respectively.
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 underliers, the terms of the securities and certain risks.
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