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GS Finance Corp. $977,000 Callable Contingent Coupon VanEck Semiconductor ETF-Linked Notes due 2029 guaranteed by The Goldman Sachs Group, Inc. |
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Payment at Maturity: The amount that you will be paid on your notes at maturity, if they have not been redeemed by us, in addition to the final coupon, if any, is based on the performance of the underlier. You could lose a significant portion of your investment in the notes.
Coupon Payments: The notes will pay a contingent quarterly coupon on a coupon payment date if the closing level of the underlier is greater than or equal to the coupon trigger level on the related coupon observation date.
Company's Redemption Right: Prior to the stated maturity date, we may redeem your notes at our option on any coupon payment date commencing in March 2027.
The return on your notes is linked to the performance of the underlier, and not to that of the underlying index on which the underlier is based.
You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-8.
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Key Terms |
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Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
Aggregate face amount: |
$977,000 |
Cash settlement amount: |
subject to the company’s redemption right, on the stated maturity date, in addition to any coupon then due, the company will pay, for each $1,000 face amount of the notes, an amount in cash equal to: |
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•if the final underlier level is greater than or equal to the buffer level: $1,000; or |
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•if the final underlier level is less than the buffer level: |
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$1,000 + ($1,000 × the buffer rate × (the underlier return + the buffer amount)) |
Underlier: |
the VanEck Semiconductor ETF (current Bloomberg symbol: “SMH UQ Equity”) |
Underlying index: |
with respect to the underlier, the index tracked by such underlier |
Coupon trigger level: |
80% of the initial underlier level |
Buffer level: |
80% of the initial underlier level |
Buffer amount: |
20% |
Buffer rate: |
100% |
Initial underlier level: |
$555.77, which is an intra-day level or the closing level of the underlier on the trade date |
Final underlier level: |
the closing level of the underlier on the determination date* |
Underlier return: |
(the final underlier level - the initial underlier level) ÷ the initial underlier level |
Calculation agent: |
Goldman Sachs & Co. LLC (“GS&Co.”) |
CUSIP / ISIN: |
40058L5E6 / US40058L5E64 |
* subject to adjustment as described in the accompanying general terms supplement
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Our estimated value of the notes on trade date: |
$985 per $1,000 face amount, which is less than the original issue price. See “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.” |
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Original issue price |
Underwriting discount |
Net proceeds to the issuer |
100% of the face amount |
3% of the face amount1 |
97% of the face amount |
1 See "Supplemental Plan of Distribution; Conflicts of Interest" for additional information regarding the fees comprising the underwriting discount.
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 this prospectus. Any representation to the contrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Amendment No. 1 dated August 31, 2026 to Pricing Supplement No. 26,392 dated August 26, 2026.
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Key Terms (continued) |
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Coupon: |
subject to the company’s redemption right, on each coupon payment date, the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to: •if the closing level of the underlier on the related coupon observation date is greater than or equal to the coupon trigger level: $41.875 (4.1875% quarterly, or the potential for up to 16.75% per annum); or •if the closing level of the underlier on the related coupon observation date is less than the coupon trigger level: $0 |
Company's redemption right: |
The company may redeem the notes, at its option, in whole but not in part, on each coupon payment date commencing in March 2027 and ending in February 2029, subject to at least ten business days’ prior notice to the holder of your notes and the trustee. In that case, the company will pay, for each $1,000 of the outstanding face amount, an amount in cash on the following coupon payment date equal to $1,000 (along with the coupon then due, if any). |
Trade date: |
August 26, 2026 |
Original issue date: |
August 31, 2026 |
Determination date: |
the last coupon observation date, May 16, 2029* |
Stated maturity date: |
May 31, 2029* |
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Coupon observation dates* |
Coupon payment dates* |
November 13, 2026 |
November 30, 2026 |
February 12, 2027 |
March 1, 2027 |
May 17, 2027 |
June 1, 2027 |
August 17, 2027 |
August 31, 2027 |
November 15, 2027 |
November 30, 2027 |
February 14, 2028 |
February 29, 2028 |
May 16, 2028 |
May 31, 2028 |
August 17, 2028 |
August 31, 2028 |
November 15, 2028 |
November 30, 2028 |
February 13, 2029 |
February 28, 2029 |
May 16, 2029 |
May 31, 2029 |
* subject to adjustment as described in the accompanying general terms supplement
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Hypothetical Payment at Maturity |
If the notes are not redeemed, the cash settlement amount that we would deliver for each $1,000 face amount of your notes on the stated maturity date will depend on the performance of the underlier on the determination date, as shown in the table below. The table below assumes that the notes have not been redeemed and does not include the final coupon, if any. If the final underlier level is less than the coupon trigger level, you will not be paid a final coupon at maturity. |
The levels in the left column of the table below represent hypothetical final underlier levels and are expressed as percentages of the initial underlier level. The amounts in the right column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level, and are expressed as percentages of the face amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding face amount of the offered notes on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical final underlier level and the assumptions noted above. |
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Hypothetical Final Underlier Level (as Percentage of the Initial Underlier Level) |
Hypothetical Cash Settlement Amount (as Percentage of Face Amount) |
200.000% |
100.000%* |
167.000% |
100.000%* |
133.000% |
100.000%* |
100.000% |
100.000%* |
93.000% |
100.000%* |
87.000% |
100.000%* |
80.000% |
100.000%* |
60.000% |
80.000% |
40.000% |
60.000% |
20.000% |
40.000% |
0.000% |
20.000% |
*Does not include the final coupon
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As shown in the table above, if the notes have not been redeemed: |
•If the final underlier level were determined to be 20.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be 40.000% of the face amount of your notes. |
○As a result, if you purchased your notes on the original issue date at the face amount and held them to the stated maturity date, you would lose 60.000% of your investment (if you purchased your notes at a premium to face amount you would lose a correspondingly higher percentage of your investment). |
•If the final underlier level were determined to be 200.000% of the initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be limited to 100.000% of each $1,000 face amount of your notes. |
○As a result, if you held your notes to the stated maturity date, you would not benefit from any increase in the final underlier level over the initial underlier level. |
Historical Performance of the VanEck Semiconductor ETF
