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Free Writing Prospectus pursuant to Rule 433 dated July 16, 2026 / Registration Statement No. 333-284538 STRUCTURED INVESTMENTS Opportunities in U.S. and International Equities GS Finance Corp. |
PLUS Based on the Value of a Basket of Underlying Stocks due August 11, 2027
Principal at Risk Securities
The Performance Leveraged Upside SecuritiesSM (PLUS) do not bear interest and 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 15, 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.
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KEY TERMS |
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Payment at maturity (for each $1,000 stated principal amount of your PLUS): |
•If the final basket value is greater than the initial basket value, $1,000 + the leveraged upside payment, subject to the maximum payment at maturity; or •If the final basket value is equal to or less than the initial basket value, $1,000 × the basket performance factor |
Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
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Basket: |
Basket component |
Basket component weighting |
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Leveraged upside payment: |
$1,000 × leverage factor × basket percent increase |
the Class A common stock of Bloom Energy Corporation (current Bloomberg ticker: “BE UN”) |
10.00% |
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Leverage factor: |
150.00% |
an ordinary share of Eaton Corporation plc (current Bloomberg ticker: “ETN UN”) |
10.00% |
Maximum payment at maturity (set on the pricing date): |
at least $1,449.00 per PLUS (at least 144.90% of the stated principal amount) |
the common stock of EQT Corporation (current Bloomberg ticker: “EQT UN”) |
10.00% |
Basket percent increase: |
(final basket value - initial basket value) / initial basket value |
the common stock of Exxon Mobil Corporation (current Bloomberg ticker: “XOM UN”) |
10.00% |
Basket performance factor: |
final basket value / initial basket value |
the common stock of GE Vernova Inc. (current Bloomberg ticker: “GEV UN”) |
10.00% |
Initial basket value: |
100 |
the common stock of NextEra Energy, Inc. (current Bloomberg ticker: “NEE UN”) |
10.00% |
Final basket value: |
the basket closing value on the valuation date |
an ordinary share of Trane Technologies plc (current Bloomberg ticker: “TT UN”) |
10.00% |
Basket closing value: |
the basket closing value on any day is the sum of the products of the basket component closing value of each underlying stock times the applicable multiplier for such underlying stock on such date. |
the Class A common stock of Vertiv Holdings Co (current Bloomberg ticker: “VRT UN”) |
10.00% |
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Basket component closing value: |
in the case of each underlying stock, the closing value of such underlying stock. |
the common stock of Vistra Corp. (current Bloomberg ticker: “VST UN”) |
10.00% |
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Multiplier: |
Each multiplier will be set on the pricing date based on the applicable underlying stock’s respective initial basket component value so that each underlying stock will represent its applicable basket component weighting in the predetermined initial basket value. Each multiplier will remain constant for the term of the PLUS and will equal, for each underlying stock, (i) the product of the applicable basket component weighting times 100 divided by (ii) the applicable initial basket component value. |
the common stock of The Williams Companies, Inc. (current Bloomberg ticker: “WMB UN”) |
10.00% |
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CUSIP / ISIN: |
40054XQH4 / US40054XQH43 |
Estimated value range: |
$900 to $960 (which is less than the original issue price; see the accompanying preliminary pricing supplement) |
We refer to each basket component singularly as an underlying stock and together as the underlying stocks. The initial basket component value of each underlying stock is the closing value of such underlying stock on the pricing date. |
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Pricing date: |
expected to price on or about July 31, 2026 |
Original issue date: |
expected to be August 5, 2026 |
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Valuation date: |
expected to be August 6, 2027 |
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Stated maturity date: |
expected to be August 11, 2027 |
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The amount that you will be paid on your PLUS at stated maturity is based on the performance of an equally weighted basket composed of the common stock or ordinary shares of 10 companies, as measured from the pricing date to and including the valuation date.
The initial basket value is 100, and the final basket value will equal the sum of the products, as calculated separately for each underlying stock, of: (i) the closing value of such underlying stock on the valuation date multiplied by (ii) its multiplier. The multiplier will equal, for each underlying stock, the quotient of (i) the weighting of such underlying stock multiplied by 100 divided by (ii) its initial basket component value.
At maturity, if the final basket value is greater than the initial basket value of 100, the return on your PLUS will be positive and equal to the product of the leverage factor multiplied by the basket percent increase, subject to the maximum payment at maturity. If the final basket value less than the initial basket value, you will lose a portion of your investment. Declines in one or more underlying stocks may offset increases in the other underlying stocks.
The PLUS are for investors who seek the potential to earn 150% of any positive return of the basket, subject to the maximum payment at maturity, are willing to forgo interest payments and are willing to risk losing their investment if the final basket value has declined from the initial basket value.
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 PLUS 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:
An investment in the PLUS 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 PLUS are a riskier investment than ordinary debt securities. Also, your PLUS are not equivalent to investing directly in the underlying stocks. You should carefully consider whether the offered PLUS 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
▪Your PLUS Do Not Bear Interest
▪You May Lose Your Entire Investment in the PLUS
▪The PLUS Are Subject to the Credit Risk of the Issuer and the Guarantor
▪The Return on Your PLUS Will Be Limited
▪The Lower Performance of One or More Underlying Stocks May Offset an Increase in Any of the Other Underlying Stocks
▪The Estimated Value of Your PLUS At the Time the Terms of Your PLUS Are Set On the Pricing Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your PLUS
▪The Amount Payable on Your PLUS Is Not Linked to the Basket Component Closing Values of the Underlying Stocks at Any Time Other than the Valuation Date
▪There Is Limited Hypothetical Historical Information About the Basket
▪The Market Value of Your PLUS May Be Influenced By Many Unpredictable Factors
▪We Will Not Hold Shares of the Underlying Stocks for Your Benefit
▪In Some Circumstances, the Payment You Receive On the Notes May Be Based On the Securities of Another Company and Not the Issuer of an Underlying Stock
▪You Have No Shareholder Rights or Any Rights to Receive Any Underlying Stock
▪We May Sell an Additional Aggregate Stated Principal Amount of the PLUS at a Different Issue Price
▪If You Purchase Your PLUS at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on PLUS Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the PLUS Will be Negatively Affected
Risks Related to Conflicts of Interest
▪Other Investors May Not Have the Same Interests as You
Additional Risks Related to the Common Stock of GE Vernova Inc.
▪The Common Stock of GE Vernova Inc. Has a Very Limited Trading History
Additional Risks Related to an Ordinary Share of Eaton Corporation plc and an Ordinary Share of Trane Technologies plc
▪An Investment in the Offered PLUS is Subject to Risks Associated with Securities Issued By a Foreign Company
▪Government Regulatory Action, Including Legislative Acts and Executive Orders, Could Negatively Affect Your Investment in the PLUS
Risks Related to Tax
▪Your PLUS May Be Subject to an Adverse Change in Tax Treatment in the Future
▪Non-United States Holders Should Consider the Withholding Tax Implications of Owning the PLUS
▪Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your PLUS, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the PLUS to Provide Information to Tax Authorities
The following risk factors are discussed in greater detail in the accompanying general terms supplement no. 17,745:
Risks Related to Structure, Valuation and Secondary Market Sales
▪If the Value of an Underlier Changes, the Market Value of Your Notes May Not Change in the Same Manner
▪The Return on Your Notes Will Not Reflect Any Dividends Paid on Any Underlier, or Any Underlier Stock, as Applicable
▪Past Performance is No Guide to Future Performance
▪Your Notes May Not Have an Active Trading Market
▪The Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount, If Any, Payable on Your Notes
▪The Calculation Agent Can Postpone the Determination Date, Averaging Date, Call Observation Date or Coupon Observation Date If a Market Disruption Event or Non-Trading Day Occurs or Is Continuing
▪With Respect to Notes Linked to Index Stocks or Exchange-Traded Funds, You Have Limited Anti-Dilution Protection
▪With Respect to Notes Linked to Index Stocks, There is No Affiliation Between the Underlier Issuer of Such Index Stock and Us
Risks Related to Conflicts of Interest
▪Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes
▪Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients Could Negatively Impact Investors in the Notes
▪Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes
▪You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes
▪Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Underlier or Underliers or Constituent Indices, As Applicable, the Investment Advisors of the Underlier or Underliers, As Applicable, or the Issuers of the Underlier or the Underlier Stocks or Other Entities That Are Involved in the Transaction
▪The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties
Risks Related to Tax
▪Certain Considerations for Insurance Companies and Employee Benefit Plans
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
▪The Return on Indexed Notes May Be Below the Return on Similar Securities
▪The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note
▪An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment
▪An Index to Which a Note Is Linked Could Be Changed or Become Unavailable
▪We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note
▪Information About an Index or Indices May Not Be Indicative of Future Performance
▪We May Have Conflicts of Interest Regarding an Indexed Note
The following risk factors are discussed in greater detail in the accompanying prospectus:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
▪The application of regulatory resolution strategies could increase the risk of loss for holders of our securities in the event of the resolution of Group Inc.
▪The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders
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 PLUS, and you should consult your tax advisor.
