October 2026
Preliminary Pricing Supplement filed pursuant to Rule 424(b)(2) dated October 14, 2026 / Registration Statement No. 333-284538
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion. Dated October 14, 2026.
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GS Finance Corp. |
Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028
Principal at Risk Securities
The Lookback Trigger Performance Leveraged Upside SecuritiesSM (Trigger PLUS) do not bear interest and are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. The amount that you will be paid on your Trigger PLUS on the stated maturity date is based on the performance of the Invesco S&P 500® Equal Weight ETF (ETF) as measured from the initial ETF price, which will be the lowest closing price of the ETF during the initial observation period, to the final ETF price.
The return on your Trigger PLUS is linked to the performance of the ETF, and not to that of the index on which the ETF is based.
If the final ETF price is greater than the initial ETF price, the return on your Trigger PLUS will be positive and equal to the product of the leverage factor multiplied by the ETF percent increase, subject to the maximum payment at maturity. If the final ETF price is equal to or less than the initial ETF price but greater than or equal to the trigger price, you will receive the principal amount of your Trigger PLUS. However, if the final ETF price is less than the trigger price, you will lose a significant portion or all of your investment.
The Trigger PLUS are for investors willing to forgo interest payments and risk losing their entire investment if the final ETF price is less than the trigger price, in exchange for the use of an initial observation period in determining the initial ETF price and the potential to earn 125.00% of any positive return of the underlying ETF, subject to the maximum payment at maturity.
The initial ETF price will be the lowest closing price of the ETF during the initial observation period. If the calculation agent determines that a market disruption event occurs on any scheduled ETF business day during the initial observation period or such day is not an ETF business day, the closing price of the ETF on such day will not be included in the calculation of the initial ETF price.
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SUMMARY TERMS |
Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
Underlying ETF: |
Invesco S&P 500® Equal Weight ETF (current Bloomberg symbol: “RSP UP Equity”) |
Index: |
with respect to the underlying ETF, the index tracked by such underlying ETF. |
Principal amount: |
$ in the aggregate on the original issue date; the aggregate principal amount may be increased if the company, at its sole option, decides to sell an additional amount on a date subsequent to the pricing date. On the stated maturity date, the company will pay, for each $1,000 of the outstanding principal amount, an amount, if any, in cash equal to the payment at maturity. |
Pricing date: |
expected to price on or about October 16, 2026 |
Original issue date: |
expected to be October 21, 2026 |
Valuation date: |
expected to be October 16, 2028, subject to adjustment as described in the accompanying general terms supplement |
Stated maturity date: |
expected to be October 19, 2028, subject to adjustment as described in the accompanying general terms supplement |
Payment at maturity: |
•if the final ETF price is greater than the initial ETF price, $1,000 + leveraged upside payment, subject to the maximum payment at maturity; •if the final ETF price is equal to or less than the initial ETF price, but greater than or equal to the trigger price, $1,000; or •if the final ETF price is less than the trigger price, $1,000 × ETF performance factor |
Trigger price: |
90.00% of the initial ETF price |
CUSIP / ISIN: |
40058MDY1 / US40058MDY12 |
Underwriter: |
Goldman Sachs & Co. LLC |
Estimated value range: |
$910 to $970 per Trigger PLUS. See page PS-4 for more information. |
Original issue price |
Underwriting discount |
Net proceeds to the issuer |
100.00% of the principal amount |
2.50% ($ in total)* |
97.50% ($ in total) |
*Morgan Stanley Wealth Management, acting as dealer for the offering, will receive a selling concession of $25.00 for each Trigger PLUS it sells. It has informed us that it intends to internally allocate $5.00 of the selling concession for each Trigger PLUS as a structuring fee.
Your investment in the Trigger PLUS involves certain risks, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-12. You should read the disclosure herein to better understand the terms and risks of your investment.
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 Trigger PLUS 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.
Goldman Sachs & Co. LLC
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SUMMARY TERMS (continued) |
Leveraged upside payment: |
$1,000 × leverage factor × ETF percent increase |
Leverage factor : |
125.00% |
Maximum payment at maturity (set on the pricing date): |
at least $1,191.90 per Trigger PLUS (at least 119.19% of the stated principal amount) |
ETF percent increase: |
(final ETF price - initial ETF price) / initial ETF price |
Initial ETF price: |
The lowest closing price of the underlying ETF during the initial observation period, subject to adjustment as provided under “Supplemental Terms of the Notes — Discontinuance or Modification of an Underlier That is an Index or an Exchange-Traded Fund” in the accompanying general terms supplement. In no event will the initial ETF price be greater than $ , which is the closing price of the underlying ETF on the pricing date. After the end of the initial observation period, the initial ETF price will be published on our webpage at goldmansachs.com/what-we-do/FICC-and-equities/business-groups/sts-folder/gs-us-initial-index.html (or any successor or replacement web page) (this website URL is an inactive textual reference only). |
Initial observation period: |
Expected to be each scheduled ETF business day during the approximately two-month period from and including the pricing date to and including December 16, 2026. If the calculation agent determines that a market disruption event (as described under “Supplemental Terms of the Notes — Special Calculation Provisions — Market Disruption Event” in the accompanying general terms supplement, provided that, for purposes of the initial observation period only, the reference to “unwind” in the first paragraph of that section shall be deemed to be “unwind or establish”) occurs on any scheduled ETF business day during the initial observation period or such day is not an ETF business day, the closing price of the underlying ETF on such day will not be included in the calculation of the initial ETF price |
Final ETF price: |
the closing price of the underlying ETF on the valuation date, subject to adjustment as described in the accompanying general terms supplement |
ETF performance factor: |
final ETF price / initial ETF price |
Authorized denominations: |
$1,000 or any integral multiple of $1,000 in excess thereof |
Listing: |
the Trigger PLUS will not be listed on any securities exchange or interdealer quotation system |
The issue price, underwriting discount and net proceeds listed on the cover page relate to the Trigger PLUS we sell initially. We may decide to sell additional Trigger PLUS after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in Trigger PLUS will depend in part on the issue price you pay for such Trigger PLUS.
GS Finance Corp. may use this prospectus in the initial sale of the Trigger PLUS. In addition, Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp., may use this prospectus in a market-making transaction in a Trigger PLUS after its initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.
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Estimated Value of Your Trigger PLUS The estimated value of your Trigger PLUS at the time the terms of your Trigger PLUS are set on the pricing date (as determined by reference to pricing models used by Goldman Sachs & Co. LLC (GS&Co.) and taking into account our credit spreads) is expected to be in the range (the estimated value range) specified on the cover of this pricing supplement (per $1,000 principal amount), which is less than the original issue price. The value of your Trigger PLUS at any time will reflect many factors and cannot be predicted; however, the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would initially buy or sell Trigger PLUS (if it makes a market, which it is not obligated to do) and the value that GS&Co. will initially use for account statements and otherwise is equal to approximately the estimated value of your Trigger PLUS at the time of pricing, plus an additional amount (initially equal to $ per $1,000 principal amount). The price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your Trigger PLUS (if it makes a market, which it is not obligated to do) will equal approximately the sum of (a) the then-current estimated value of your Trigger PLUS (as determined by reference to GS&Co.’s pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero from the time of pricing through , as described below). On and after , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your Trigger PLUS (if it makes a market) will equal approximately the then-current estimated value of your Trigger PLUS determined by reference to such pricing models. With respect to the $ initial additional amount: •$ will decline to zero on a straight-line basis from the time of pricing through ; and •$ will decline to zero on a straight-line basis from through . |
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About Your Trigger PLUS The Trigger 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 prospectus includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents listed below, does not set forth all of the terms of your Trigger PLUS and therefore should be read in conjunction with such documents: The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms or features described in the listed documents may not apply to your Trigger PLUS. We have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this pricing supplement and the accompanying documents listed above. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. This pricing supplement and the accompanying documents listed above are an offer to sell only the Trigger PLUS offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this pricing supplement and the accompanying documents listed above is current only as of the respective dates of such documents. We refer to the Trigger PLUS we are offering by this pricing supplement as the “offered Trigger PLUS” or the “Trigger PLUS”. Each of the offered Trigger PLUS has the terms described in this pricing supplement. Please note that in this pricing supplement, references to “GS Finance Corp.”, “we”, “our” and “us” mean only GS Finance Corp. and do not include its subsidiaries or affiliates, references to “The Goldman Sachs Group, Inc.”, our parent company, mean only The Goldman Sachs Group, Inc. and do not include its subsidiaries or affiliates and references to “Goldman Sachs” mean The Goldman Sachs Group, Inc. together with its consolidated subsidiaries and affiliates, including us. Please note that, for purposes of this pricing supplement, references in the general terms supplement no. 17,745 to “underlier(s)”, “indices”, “exchange-traded fund(s)”, “index stock(s)”, “index stock issuer(s)”, “lesser performing”, “trade date”, “underlier sponsor”, “determination date”, “face amount”, “level” and “cash settlement amount” shall be deemed to refer to “underlying(s)”, “underlying index(es)”, “underlying ETF(s)”, “underlying stock(s)”, “underlying stock issuer(s)”, “worst performing”, “pricing date”, “underlying index publisher”, “valuation date”, “principal amount”, “value” and “payment at maturity”, respectively. In addition, for purposes of this pricing supplement, references in the general terms supplement no. 17,745 to “trading day” shall be deemed to refer to “underlying business day”, “index business day” or “ETF business day”, as applicable, and references to “closing level” shall be deemed to refer to “closing price”, “closing value”, “index closing value” or “ETF closing price”, as applicable. The Trigger PLUS will be issued under the senior debt indenture, dated as of October 10, 2008, as supplemented by the First Supplemental Indenture, dated as of February 20, 2015, each among us, as issuer, The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. This indenture, as so supplemented and as further supplemented thereafter, is referred to as the “GSFC 2008 indenture” in the accompanying prospectus supplement. The Trigger PLUS will be issued in book-entry form and represented by master note no. 3, dated March 22, 2021. |
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Investment Summary
Lookback Trigger Performance Leveraged Upside Securities
The Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 (the “Trigger PLUS”) can be used:
•As an alternative to direct exposure to the underlying ETF that enhances returns for a limited range of positive performance of the underlying ETF, subject to the maximum payment at maturity.
•To potentially outperform the underlying ETF with respect to moderate increases in the underlying ETF from the initial ETF price, which is the lowest closing price of the underlying ETF during the initial observation period, to the final ETF price.
•To provide limited protection against a loss of principal in the event of a decline of the underlying ETF from the initial ETF price, which is the lowest closing price of the underlying ETF during the initial observation period, to the final ETF price but only if the final ETF price is greater than or equal to the trigger price.
However, you will not receive dividends on the stocks comprising the underlying ETF (the “underlying ETF stocks”) or any interest payments on your Trigger PLUS.
If the final ETF price is less than the trigger price, the Trigger PLUS are exposed on a 1:1 basis to the negative performance of the underlying ETF from the initial ETF price, which is the lowest closing price during the initial observation period, to the final ETF price.
Key Investment Rationale
The Trigger PLUS offer leveraged exposure to a limited range of positive performance of the underlying ETF. In exchange for enhanced performance of 125.00% of the appreciation of the underlying ETF, investors forgo performance above the maximum payment at maturity. The payment at maturity on the Trigger PLUS is based on whether the final ETF price is greater than, equal to or less than the initial ETF price, which will be the lowest closing price of the underlying ETF during the initial observation period. At maturity, if the underlying ETF has appreciated in price, investors will receive the stated principal amount of their investment plus the leveraged upside payment, subject to the maximum payment at maturity. If the underlying ETF has not appreciated in price or has depreciated in price, but the final ETF price is greater than or equal to the trigger price, investors will receive the stated principal amount of their investment. However, if the underlying ETF has depreciated in price and the final ETF price is less than the trigger price, investors will lose 1.00% for every 1.00% decline in the ETF price from the pricing date to the valuation date of the Trigger PLUS. Under these circumstances, the payment at maturity will be at least 10.00% less than the stated principal amount, will represent a loss of more than 10.00% and could be zero. Investors will not receive dividends on the underlying ETF stocks or any interest payments on the Trigger PLUS and investors may lose their entire initial investment in the Trigger PLUS. All payments on the Trigger PLUS are subject to the credit risk of GS Finance Corp., as issuer, and The Goldman Sachs Group, Inc., as guarantor.
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Leveraged Performance Up to a Cap |
The Trigger PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying ETF, within a limited range of positive performance. However, investors will not receive dividends on the underlying ETF or the underlying ETF stocks or any interest payments on the Trigger PLUS. |
Trigger Feature |
At maturity, even if the underlying ETF has declined over the term of the Trigger PLUS, you will receive your stated principal amount but only if the final ETF price is greater than or equal to the trigger price. |
Initial Observation Period |
The payment at maturity on the Trigger PLUS is based on whether the final ETF price is greater than, equal to or less than the initial ETF price, which will be the lowest closing price of the underlying ETF during the initial observation period. If, during the initial observation period, the closing price of the underlying ETF declines from the closing price of the underlying ETF on the pricing date, the payment at maturity will be determined by reference |
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
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to an initial ETF price equal to the lowest closing price of the underlying ETF during the initial observation period. |
Upside Scenario |
The underlying ETF increases in price from the initial ETF price set at the end of the initial observation period. In this case, you receive a full return of principal as well as 125.00% of the increase in the price of the underlying ETF, subject to the maximum payment at maturity. For example, if the final ETF price is 5.00% greater than the initial ETF price, the Trigger PLUS will provide a total return of 6.25% at maturity. |
Par Scenario |
The final ETF price is less than or equal to the initial ETF price set at the end of the initial observation period, but is greater than or equal to the trigger price. In this case, you receive the stated principal amount of $1,000 at maturity even if the underlying ETF has depreciated. |
Downside Scenario |
The underlying ETF declines in price and the final ETF price is less than the trigger price. In this case, you receive significantly less than the stated principal amount by an amount proportionate to the decline in the price of the underlying ETF to the valuation date of the Trigger PLUS. For example, if the final ETF price is 40.00% less than the initial ETF price, the Trigger PLUS will provide at maturity a loss of 40.00% of principal. In this case, you receive $600.00 per Trigger PLUS, or 60.00% of the stated principal amount. There is no minimum payment at maturity on the Trigger PLUS, and you could lose your entire investment. |
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Hypothetical Examples
The following examples are provided for purposes of illustration only. They should not be taken as an indication or prediction of future investment results and merely are intended to illustrate the impact that the various hypothetical closing prices of the underlying ETF on the valuation date could have on the payment at maturity assuming all other variables remain constant.
The information in the following examples reflects hypothetical rates of return on the offered Trigger PLUS assuming that they are purchased on the original issue date at the stated principal amount and held to the stated maturity date. If you sell your Trigger PLUS in a secondary market prior to the stated maturity date, your return will depend upon the market value of your Trigger PLUS at the time of sale, which may be affected by a number of factors that are not reflected in the examples below such as interest rates, the volatility of the underlying ETF and the creditworthiness of GS Finance Corp., as issuer, and the creditworthiness of The Goldman Sachs Group, Inc., as guarantor.
For these reasons, the actual performance of the underlying ETF over the life of your Trigger PLUS, as well as the amount payable at maturity, if any, may bear little relation to the hypothetical examples shown below or to the historical closing prices of the underlying ETF shown elsewhere in this pricing supplement. For information about the historical prices of the underlying ETF during recent periods, see “The Underlying ETF — Historical Closing Prices of the Underlying ETF” below.
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to your Trigger PLUS, tax liabilities could affect the after-tax rate of return on your Trigger PLUS to a comparatively greater extent than the after-tax return on the underlying ETF stocks.
The below examples are based on the following terms:
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Stated principal amount: |
$1,000 per Trigger PLUS |
Leverage factor: |
125.00% |
Trigger price: |
90.00% of the initial ETF price |
Maximum payment at maturity: |
$1,191.90 per Trigger PLUS (119.19% of the stated principal amount) |
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
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Trigger PLUS Payoff Diagram |

How it works
▪Upside Scenario. If the final ETF price is greater than the initial ETF price, the investor would receive the $1,000 stated principal amount plus 125.00% of the appreciation of the underlying ETF from the pricing date to the valuation date of the Trigger PLUS, subject to the maximum payment at maturity. Under the terms of the Trigger PLUS, the investor will realize the maximum payment at maturity at a final ETF price of 115.352% of the initial ETF price.
▪If the underlying ETF appreciates 5.00%, the investor would receive a 6.25% return, or $1,062.50 per Trigger PLUS.
▪If the underlying ETF appreciates 50.00%, the investor would receive only the maximum payment at maturity of $1,191.90 per Trigger PLUS, or 119.19% of the stated principal amount.
▪Par Scenario. If the final ETF price is less than or equal to the initial ETF price but is greater than or equal to the trigger price, the investor would receive the $1,000 stated principal amount per Trigger PLUS.
▪If the underlying ETF depreciates 5.00%, investors will receive the $1,000 stated principal amount per Trigger PLUS.
▪Downside Scenario. If the final ETF price is less than the trigger price, the investor would receive an amount that is significantly less than the $1,000 stated principal amount, based on a 1.00% loss of principal for each 1.00% decline in the underlying ETF. Under these circumstances, the payment at maturity will be at least 10.00% less than the stated principal amount per Trigger PLUS. There is no minimum payment at maturity on the Trigger PLUS.
▪If the underlying ETF depreciates 40.00%, the investor would lose 40.00% of the investor’s principal and receive only $600.00 per Trigger PLUS at maturity, or 60.00% of the stated principal amount.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
How the initial ETF price is determined
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Appreciation in price during the initial observation period. If, for example, the underlying ETF appreciates in price during the initial observation period so that the closing price of the underlying ETF on each scheduled ETF business day during the initial observation period is greater than the closing price of the underlying ETF on the pricing date, the initial ETF price set at the end of the initial observation period will be the closing price of the underlying ETF on the pricing date, regardless of any appreciation in the price of the underlying ETF during the initial observation period. |
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Depreciation in price during the initial observation period. If, for example, the underlying ETF depreciates in price during the initial observation period and the lowest closing price of the underlying ETF during such period is 90.00% of the closing price of the underlying ETF on the pricing date, the initial ETF price set at the end of the initial observation period will be equal to 90.00% of the closing price of the underlying ETF on the pricing date. |
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Additional Hypothetical Examples
The values in the left column of the table below represent hypothetical final ETF prices and are expressed as percentages of the initial ETF price. The amounts in the right column represent the hypothetical payments at maturity, based on the corresponding hypothetical final ETF price, and are expressed as percentages of the stated principal amount of a Trigger PLUS (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical payment at maturity of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding stated principal amount of the offered Trigger PLUS on the stated maturity date would equal 100.000% of the stated principal amount of a Trigger PLUS, based on the corresponding hypothetical final ETF price and the assumptions noted above.
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Hypothetical Final ETF Price (as Percentage of Initial ETF Price) |
Hypothetical Payment at Maturity (as Percentage of Stated Principal Amount) |
250.000% |
119.190% |
175.000% |
119.190% |
115.352% |
119.190% |
112.000% |
115.000% |
110.000% |
112.500% |
105.000% |
106.250% |
100.000% |
100.000% |
95.000% |
100.000% |
92.000% |
100.000% |
90.000% |
100.000% |
89.999% |
89.999% |
50.000% |
50.000% |
25.000% |
25.000% |
0.000% |
0.000% |
As shown in the table above:
•If the final ETF price were determined to be 25.000% of the initial ETF price, the payment at maturity that we would deliver on your Trigger PLUS at maturity would be 25.000% of the stated principal amount of your Trigger PLUS. As a result, if you purchased your Trigger PLUS on the original issue date at the stated principal amount and held them to the stated maturity date, you would lose 75.000% of your investment (if you purchased your Trigger PLUS at a premium to stated principal amount you would lose a correspondingly higher percentage of your investment).
•If the final ETF price were determined to be 250.000% of the initial ETF price, the payment at maturity that we would deliver on your Trigger PLUS at maturity would be limited to the maximum payment at maturity, or 119.190% of each $1,000 principal amount of your Trigger PLUS. As a result, if you held your Trigger PLUS to the stated maturity date, you would not benefit from any increase in the final ETF price over 115.352% of the initial ETF price.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Risk Factors
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An investment in your Trigger PLUS is subject to the risks described below, as well as the risks and considerations described in the accompanying prospectus, in the accompanying prospectus supplement and under “Additional Risk Factors Specific to the Notes” in the accompanying general terms supplement. You should carefully review these risks and considerations as well as the terms of the Trigger PLUS described herein and in the accompanying prospectus, the accompanying prospectus supplement and the accompanying general terms supplement. Your Trigger PLUS are a riskier investment than ordinary debt securities. Also, your Trigger PLUS are not equivalent to investing directly in the underlying ETF stocks, i.e., the stocks comprising the underlying ETF to which your Trigger PLUS are linked. You should carefully consider whether the offered Trigger PLUS are appropriate given your particular circumstances. |
Risks Related to Structure, Valuation and Secondary Market Sales
Your Trigger PLUS Do Not Bear Interest
You will not receive any interest payments on your Trigger PLUS. As a result, even if the payment at maturity payable for your Trigger PLUS on the stated maturity date exceeds the stated principal amount of your Trigger PLUS, the overall return you earn on your Trigger PLUS may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.
You May Lose Your Entire Investment in the Trigger PLUS
You can lose your entire investment in the Trigger PLUS. The cash payment on your Trigger PLUS, if any, on the stated maturity date will be based on the performance of the underlying ETF as measured from the initial ETF price set at the end of the initial observation period to the closing price of the underlying ETF on the valuation date. If the final ETF price is less than the trigger price, you will lose a significant portion of your investment, equivalent to 1.00% of the stated principal amount of your Trigger PLUS for every 1.00% decline in the closing price of the underlying ETF over the term of the Trigger PLUS. Thus, you may lose your entire investment in the Trigger PLUS.
Also, the market price of your Trigger PLUS prior to the stated maturity date may be significantly lower than the purchase price you pay for your Trigger PLUS. Consequently, if you sell your Trigger PLUS before the stated maturity date, you may receive far less than the amount of your investment in the Trigger PLUS.
The Return on Your Trigger PLUS May Change Significantly Despite Only a Small Incremental Change in the Price of the Underlying ETF
If the final ETF price is less than the trigger price, you will lose all or a substantial portion of your investment in the Trigger PLUS. This means that while a decrease in the final ETF price to the trigger price will not result in a loss of principal on the Trigger PLUS, a decrease in the final ETF price to less than the trigger price will result in a loss of a significant portion of the stated principal amount of the Trigger PLUS despite only a small incremental change in the price of the underlying ETF.
The Return on Your Trigger PLUS Will Be Limited
Your ability to participate in any change in the price of the underlying ETF over the life of your Trigger PLUS will be limited because of the maximum payment at maturity. The maximum payment at maturity will limit the payment at maturity you may receive for each of your Trigger PLUS, no matter how much the price of the underlying ETF may rise over the life of your Trigger PLUS. Although the leverage factor provides 125.00% exposure to any increase in the final ETF price over the initial ETF price, because the payment at maturity will be limited to at least 119.19% of the stated principal amount per Trigger PLUS, any increase in the final ETF price over the initial ETF price by more than at least 15.352% of the initial ETF price will not further increase the return on the Trigger PLUS. Accordingly, the amount payable for each of your Trigger PLUS may be significantly less than it would have been had you invested directly in the underlying ETF.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
The Initial ETF Price Will Not Be Determined Until the End of the Initial Observation Period
Because the initial ETF price will be the lowest closing price of the underlying ETF during the initial observation period, the initial ETF price will not be determined until the end of the initial observation period. Accordingly, you will not know the initial ETF price for a significant period of time after the pricing date.
There can be no assurance that, during the initial observation period, the closing price of the underlying ETF will decline below the closing price of the underlying ETF on the pricing date. Furthermore, even if during the initial observation period the closing price of the underlying ETF declines below the closing price of the underlying ETF on the pricing date, there can be no assurance that the final ETF price will be greater than the initial ETF price so that you earn a positive return on the Trigger PLUS at maturity, or that you will not lose a significant portion or all of your investment. In addition, if the calculation agent determines that a market disruption event occurs on any scheduled ETF business day during the initial observation period or such day is not an ETF business day, the closing price of the underlying ETF on such day will not be included in the calculation of the initial ETF price.
The Trigger PLUS Are Subject to the Credit Risk of the Issuer and the Guarantor
Although the return on the Trigger PLUS will be based on the performance of the underlying ETF, the payment of any amount due on the Trigger PLUS is subject to the credit risk of GS Finance Corp., as issuer of the Trigger PLUS, and the credit risk of The Goldman Sachs Group, Inc., as guarantor of the Trigger PLUS. The Trigger PLUS are our unsecured obligations. Investors are dependent on our ability to pay all amounts due on the Trigger PLUS, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Similarly, investors are dependent on the ability of The Goldman Sachs Group, Inc., as guarantor of the Trigger PLUS, to pay all amounts due on the Trigger PLUS, and therefore are also subject to its credit risk and to changes in the market’s view of its creditworthiness. See “Description of the Notes We May Offer — Information About Our Medium-Term Notes, Series F Program — How the Notes Rank Against Other Debt” in the accompanying prospectus supplement and “Description of Debt Securities We May Offer— Guarantee by The Goldman Sachs Group, Inc.” in the accompanying prospectus.
The Estimated Value of Your Trigger PLUS At the Time the Terms of Your Trigger 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 Trigger PLUS
The original issue price for your Trigger PLUS exceeds the estimated value of your Trigger PLUS as of the time the terms of your Trigger PLUS are set on the pricing date, as determined by reference to GS&Co.’s pricing models and taking into account our credit spreads. Such estimated value on the pricing date is set forth above under “Estimated Value of Your Trigger PLUS”; after the pricing date, the estimated value as determined by reference to these models will be affected by changes in market conditions, the creditworthiness of GS Finance Corp., as issuer, the creditworthiness of The Goldman Sachs Group, Inc., as guarantor, and other relevant factors. The price at which GS&Co. would initially buy or sell your Trigger PLUS (if GS&Co. makes a market, which it is not obligated to do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your Trigger PLUS as determined by reference to these models. As agreed by GS&Co. and the distribution participants, this excess (i.e., the additional amount described under “Estimated Value of Your Trigger PLUS”) will decline to zero over the period from the date hereof through the applicable date set forth above under “Estimated Value of Your Trigger PLUS”. Thereafter, if GS&Co. buys or sells your Trigger PLUS it will do so at prices that reflect the estimated value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your Trigger PLUS at any time also will reflect its then current bid and ask spread for similar sized trades of structured Trigger PLUS.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
In estimating the value of your Trigger PLUS as of the time the terms of your Trigger PLUS are set on the pricing date, as disclosed above under “Estimated Value of Your Trigger PLUS”, GS&Co.’s pricing models consider certain variables, including principally our credit spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the Trigger PLUS. The particular features of the Trigger PLUS, including but not limited to the mechanism of setting the initial ETF price, which will be the lowest closing price of the underlying ETF during the initial observation period, will reduce the estimated value of the Trigger PLUS as compared to other investments without such features. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your Trigger PLUS in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your Trigger PLUS determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others. See “— The Market Value of Your Trigger PLUS May Be Influenced by Many Unpredictable Factors” below.
The difference between the estimated value of your Trigger PLUS as of the time the terms of your Trigger PLUS are set on the pricing date and the original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the Trigger PLUS, and an estimate of the difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your Trigger PLUS. We pay to GS&Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe under your Trigger PLUS.
In addition to the factors discussed above, the value and quoted price of your Trigger PLUS at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the Trigger PLUS, the price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc. These changes may adversely affect the value of your Trigger PLUS, including the price you may receive for your Trigger PLUS in any market making transaction. To the extent that GS&Co. makes a market in the Trigger PLUS, the quoted price will reflect the estimated value determined by reference to GS&Co.’s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured Trigger PLUS (and subject to the declining excess amount described above).
Furthermore, if you sell your Trigger PLUS, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your Trigger PLUS in a secondary market sale.
There is no assurance that GS&Co. or any other party will be willing to purchase your Trigger PLUS at any price and, in this regard, GS&Co. is not obligated to make a market in the Trigger PLUS. See “Additional Risk Factors Specific to the Notes — Your Notes May Not Have an Active Trading Market” in the accompanying general terms supplement.
The Final ETF Price Is Not Linked to the Price of the Underlying ETF at Any Time Other than the Valuation Date
The final ETF price will be based on the closing price of the underlying ETF on the valuation date (subject to adjustment as described elsewhere in this pricing supplement). Therefore, if the closing price of the underlying ETF dropped precipitously on the valuation date, the payment at maturity for your Trigger PLUS may be significantly less than it would have been had the payment at maturity been linked to the closing price of the underlying ETF prior to such drop in the price of the underlying ETF. Although the actual price of the underlying ETF on the stated maturity date or at other times during the life of your Trigger PLUS may be higher than the final ETF price, the payment at maturity will be based solely on the closing price of the underlying ETF on the valuation date.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
The Market Value of Your Trigger PLUS May Be Influenced By Many Unpredictable Factors
When we refer to the market value of your Trigger PLUS, we mean the value that you could receive for your Trigger PLUS if you chose to sell them in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence the market value of your Trigger PLUS, including:
•the price of the underlying ETF;
•the volatility – i.e., the frequency and magnitude of changes – in the closing price of the underlying ETF;
•the dividend rates of the underlying ETF stocks;
•economic, financial, regulatory, political, military, public health and other events that affect stock markets generally and the underlying ETF stocks, and which may affect the closing price of the underlying ETF;
•interest rates and yield rates in the market;
•the time remaining until your Trigger PLUS mature; and
•our creditworthiness and the creditworthiness of The Goldman Sachs Group, Inc., whether actual or perceived, including actual or anticipated upgrades or downgrades in our credit ratings or the credit ratings of The Goldman Sachs Group, Inc. or changes in other credit measures.
Without limiting the foregoing, the market value of your Trigger PLUS may be negatively impacted by increasing interest rates. Such adverse impact of increasing interest rates could be significantly enhanced in Trigger PLUS with longer-dated maturities, the market values of which are generally more sensitive to increasing interest rates.
These factors, and many other factors, will influence the price you will receive if you sell your Trigger PLUS before maturity, including the price you may receive for your Trigger PLUS in any market making transaction. If you sell your Trigger PLUS before maturity, you may receive less than the principal amount of your Trigger PLUS or the amount you may receive at maturity.
You cannot predict the future performance of the underlying ETF based on its historical performance. The actual performance of the underlying ETF over the life of the offered Trigger PLUS or the payment at maturity may bear little or no relation to the historical closing prices of the underlying ETF or to the hypothetical examples shown elsewhere in this pricing supplement.
The Return on Your Trigger PLUS Will Not Reflect Any Dividends Paid on the Underlying ETF or the Underlying ETF Stocks
The return on your Trigger PLUS will not reflect the return you would realize if you actually owned the underlying ETF and received the distributions paid on the shares of such underlying ETF. You will not receive any dividends that may be paid on any of the underlying ETF stocks by the ETF stock issuers or the shares of the underlying ETF. See “—Investing in the Trigger PLUS Is Not Equivalent to Investing in the Underlying ETF; You Have No Shareholder Rights or Rights to Receive Any Shares of the Underlying ETF or Any Underlying ETF Stock” below for additional information.
Investing in the Trigger PLUS Is Not Equivalent to Investing in the Underlying ETF; You Have No Shareholder Rights or Rights to Receive Any Shares of the Underlying ETF or Any Underlying ETF Stock
Investing in your Trigger PLUS is not equivalent to investing in the underlying ETF and will not make you a holder of any shares of the underlying ETF or the underlying ETF stocks. Neither you nor any other holder or owner of your Trigger PLUS will have any rights with respect to the underlying ETF stocks, including any voting rights, any right to receive dividends or other distributions, any rights to make a claim against the underlying ETF or the underlying ETF stocks or any other rights of a holder of the underlying ETF or the underlying ETF stocks. Your Trigger PLUS will be paid in cash and you will have no right to receive delivery of any shares of the underlying ETF or the underlying ETF stocks.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
We May Sell an Additional Aggregate Stated Principal Amount of the Trigger PLUS at a Different Issue Price
At our sole option, we may decide to sell an additional aggregate stated principal amount of the Trigger PLUS subsequent to the date of this pricing supplement. The issue price of the Trigger PLUS in the subsequent sale may differ substantially (higher or lower) from the original issue price you paid as provided on the cover of this pricing supplement.
If You Purchase Your Trigger PLUS at a Premium to Stated Principal Amount, the Return on Your Investment Will Be Lower Than the Return on Trigger PLUS Purchased at Stated Principal Amount and the Impact of Certain Key Terms of the Trigger PLUS Will Be Negatively Affected
The payment at maturity will not be adjusted based on the issue price you pay for the Trigger PLUS. If you purchase Trigger PLUS at a price that differs from the stated principal amount of the Trigger PLUS, then the return on your investment in such Trigger PLUS held to the stated maturity date will differ from, and may be substantially less than, the return on Trigger PLUS purchased at stated principal amount. If you purchase your Trigger PLUS at a premium to stated principal amount and hold them to the stated maturity date the return on your investment in the Trigger PLUS will be lower than it would have been had you purchased the Trigger PLUS at stated principal amount or a discount to stated principal amount.
As Calculation Agent, GS&Co. Will Have the Authority to Make Determinations that Could Affect the Value of Your Trigger PLUS
As calculation agent for your Trigger PLUS, GS&Co. will have discretion in making certain determinations that affect your Trigger PLUS, including determining: the initial ETF price at the end of the initial observation period and the final ETF price on the valuation date, which we will use to determine the amount we must pay on the stated maturity date; anti-dilution adjustments; market disruption events; non-ETF business days; the valuation date; the stated maturity date; the default amount and any amount payable on your Trigger PLUS. The calculation agent also has discretion in making certain adjustments relating to a discontinuation or modification of the underlying ETF. See “Supplemental Terms of the Notes — Discontinuance or Modification of an Underlier That is an Index or an Exchange-Traded Fund” in the accompanying general terms supplement. The exercise of this discretion by GS&Co. could adversely affect the value of your Trigger PLUS and may present GS&Co. with a conflict of interest. We may change the calculation agent at any time without notice and GS&Co. may resign as calculation agent at any time upon 60 days’ written notice to us.
Risks Related to Conflicts of Interest
Other Investors May Not Have the Same Interests as You
Other investors in the Trigger PLUS are not required to take into account the interests of any other investor in exercising remedies or voting or other rights in their capacity as holders of the Trigger PLUS. The interests of other investors may, in some circumstances, be adverse to your interests. Further, other investors in the market may take short positions (directly or indirectly through derivative transactions) on assets that are the same or similar to your Trigger PLUS, the underlying stocks or other similar securities, which may adversely impact the market for or value of your Trigger PLUS.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Additional Risks Related to the Underlying ETF
Except to the Extent that the Common Stock of The Goldman Sachs Group, Inc. Is One of the Common Stocks Currently Held by the Underlying ETF and One of the Common Stocks that Comprise Its Index, and Except to the Extent that GS&Co. and One or More of Our Other Affiliates Act as Authorized Participants in the Distribution of, and, at Any Time, May Hold, Shares of the Underlying ETF, There Is No Affiliation Between the Underlying ETF Investment Advisor or the Publisher of the Underlying ETF’s Index and Us
The common stock of The Goldman Sachs Group, Inc. is one of the underlying ETF stocks comprising the S&P 500® Equal Weight Index, and is one of the common stocks currently held by the underlying ETF. In addition, GS&Co. and one or more of our other affiliates may act, from time to time, as authorized participants in the distribution of shares of the underlying ETF, and, at any time, may hold shares of the underlying ETF. Goldman Sachs is not otherwise affiliated with the underlying ETF investment advisor, the publisher of the underlying ETF’s index or the issuers of the underlying ETF stocks. We or our affiliates may currently or from time to time in the future engage in business with the underlying ETF investment advisor, the publisher of the underlying ETF’s index or the issuers of the underlying ETF stocks. Neither we nor any of our affiliates have participated in the preparation of any publicly available information or made any “due diligence” investigation or inquiry with respect to the underlying ETF, the underlying ETF’s index or the issuers of the underlying ETF stocks. You, as an investor in your Trigger PLUS, should make your own investigation into the underlying ETF, the underlying ETF’s index and the issuers of the underlying ETF stocks.
Other than as set forth herein with respect to The Goldman Sachs Group, Inc., neither the underlying ETF investment advisor nor any of the other issuers of the underlying ETF stocks are involved in the offering of your Trigger PLUS in any way and none of them have any obligation of any sort with respect to your Trigger PLUS. Thus, neither the underlying ETF investment advisor nor any issuer of the underlying ETF stocks has any obligation to take your interests into consideration for any reason, including in taking any corporate actions that might affect the market value of your Trigger PLUS.
The Policies of the Underlying ETF’s Investment Advisor and the Publisher of the Underlying ETF’s Index Could Affect the Payment at Maturity on Your Trigger PLUS and Their Market Value
The underlying ETF’s investment advisor may from time to time be called upon to make certain policy decisions or judgments with respect to the underlying ETF, including those concerning the calculation of the net asset value of the underlying ETF, additions, deletions or substitutions of securities in the underlying ETF and the manner in which changes affecting the index are reflected in the underlying ETF that could affect the market price of the shares of the underlying ETF and, therefore, the payment at maturity, if any, on your Trigger PLUS on the stated maturity date. The payment at maturity and the market value of your Trigger PLUS could also be affected if the underlying ETF investment advisor changes these policies, for example, by changing the manner in which it calculates the net asset value of the underlying ETF, or if the underlying ETF investment advisor discontinues or suspends calculation or publication of the net asset value of the underlying ETF, in which case it may become difficult or inappropriate to determine the market value of your Trigger PLUS.
If events such as these occur, the calculation agent — which initially will be GS&Co., our affiliate — may determine the closing price of the underlying ETF on any such date — and thus the payment at maturity — in a manner it considers appropriate, in its sole discretion. We describe the discretion that the calculation agent will have in determining the closing price of the underlying ETF on any ETF business day or the valuation date and the payment at maturity more fully under “Supplemental Terms of the Notes — Discontinuance or Modification of an Underlier That is an Index or an Exchange-Traded Fund” and “— Role of Calculation Agent” in the accompanying general terms supplement.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
In addition, the publisher of the underlying ETF’s index owns the index and is responsible for the design and maintenance of the index. The policies of the publisher of the underlying ETF’s index concerning the calculation of the index, including decisions regarding the addition, deletion or substitution of the equity securities included in the index, could affect the level of the index and, consequently, could affect the market price of shares of the underlying ETF and, therefore, the amount payable on your Trigger PLUS and their market value.
There Is No Assurance That an Active Trading Market Will Continue For the Underlying ETF or That There Will Be Liquidity in Any Such Trading Market; Further, the Underlying ETF Is Subject to Management Risks, Securities Lending Risks and Custody Risks
Although the shares of the underlying ETF and a number of similar products have been listed for trading on securities exchanges for varying periods of time, there is no assurance that an active trading market will continue for the shares of the underlying ETF or that there will be liquidity in the trading market.
In addition, the underlying ETF is subject to management risk, which is the risk that the underlying ETF investment advisor’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. The underlying ETF is not actively managed and may be affected by a general decline in market segments relating to its index. The underlying ETF investment advisor invests in securities included in, or representative of, its index regardless of their investment merits. The underlying ETF investment advisor does not attempt to take defensive positions in declining markets. In addition, the underlying ETF’s investment advisor may be permitted to engage in securities lending with respect to a portion of the underlying ETF’s total assets, which could subject the underlying ETF to the risk that the borrower of such loaned securities fails to return the securities in a timely manner or at all.
In addition, the underlying ETF is subject to custody risk, which refers to the risks in the process of clearing and settling trades and to the holding of securities by local banks, agents and depositories.
Further, the underlying ETF is subject to listing standards adopted by the securities exchange on which the underlying ETF is listed for trading. There can be no assurance that the underlying ETF will continue to meet the applicable listing requirements, or that the underlying ETF will not be delisted.
The Underlying ETF and Its Index Are Different and the Performance of the Underlying ETF May Not Correlate With the Performance of Its Index
The underlying ETF may not hold all or substantially all of the equity securities included in the index and may hold securities or assets not included in the index. Therefore, while the performance of the underlying ETF is generally linked to the performance of the index, the performance of the underlying ETF is also linked in part to shares of equity securities not included in the index and to the performance of other assets, such as futures contracts, options and swaps, as well as cash and cash equivalents, including shares of money market funds affiliated with the underlying ETF investment advisor.
Imperfect correlation between the underlying ETF’s portfolio securities and those in the index, rounding of prices, changes to the index and regulatory requirements may cause tracking error, which is the divergence of the underlying ETF’s performance from that of the index.
In addition, the performance of the underlying ETF will reflect additional transaction costs and fees that are not included in the calculation of its index and this may increase the tracking error of the underlying ETF. Also, corporate actions with respect to the sample of equity securities (such as mergers and spin-offs) may impact the performance differential between the underlying ETF and its index. Finally, because the shares of the underlying ETF are traded on an exchange and are subject to market supply and investor demand, the market value of one share of the underlying ETF may differ from the net asset value per share of the underlying ETF.
For all of the foregoing reasons, the performance of the underlying ETF may not correlate with the performance of its index. Consequently, the return on the Trigger PLUS will not be the same as investing directly in the underlying ETF’s index or in the stocks comprising the index, and will not be the same as investing in a debt security with a payment at maturity linked to the performance of its index.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Risks Related to Tax
Your Trigger PLUS May Be Subject to an Adverse Change in Tax Treatment in the Future
The tax consequences of an investment in your Trigger PLUS are uncertain, both as to the timing and character of any inclusion in income in respect of your Trigger PLUS.
The Internal Revenue Service issued Notice 2008-2 on December 7, 2007, announcing that it was considering issuing guidance regarding the tax treatment of an instrument such as your Trigger PLUS that are currently characterized as pre-paid derivative contracts. Although the Internal Revenue Service subsequently obsoleted Notice 2008-2 on September 29, 2026, no assurance can be provided that the Internal Revenue Service will not issue guidance in the future, possibly with retroactive effect, that could adversely affect the tax treatment and the value of your Trigger PLUS. Among other things, the Internal Revenue Service may decide to require the holders to accrue ordinary income on a current basis and recognize ordinary income on payment at maturity, and could subject non-U.S. investors to withholding tax. Furthermore, in 2007, legislation was introduced in Congress that, if enacted, would have required holders that acquired instruments such as your Trigger PLUS after the bill was enacted to accrue interest income over the term of such instruments even though there will be no interest payments over the term of such instruments. It is not possible to predict whether a similar or identical bill will be enacted in the future, or whether any such bill would affect the tax treatment of your Trigger PLUS. We describe these developments in more detail under “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying general terms supplement. You should consult your tax advisor about this matter. Except to the extent otherwise provided by law, GS Finance Corp. intends to continue treating the Trigger PLUS for U.S. federal income tax purposes in accordance with the treatment described under “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying general terms supplement unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your Trigger PLUS in your particular circumstances.
Non-United States Holders Should Consider the Withholding Tax Implications of Owning the Trigger PLUS
The Treasury Department has issued regulations under which amounts paid or deemed paid on certain financial instruments (“871(m) financial instruments”) that are treated as attributable to U.S.-source dividends could be treated, in whole or in part depending on the circumstances, as a “dividend equivalent” payment that is subject to tax at a rate of 30% (or a lower rate under an applicable treaty), which in the case of any amounts you receive upon the sale, exchange, or maturity of your Trigger PLUS, could be collected via withholding. If these regulations were to apply to the Trigger PLUS, we may be required to withhold such taxes if any U.S.-source dividends are paid on the underlying ETF during the term of the Trigger PLUS. We could also require you to make certifications (e.g., an applicable Internal Revenue Service Form W-8) prior to the maturity of the Trigger PLUS in order to avoid or minimize withholding obligations, and we could withhold accordingly (subject to your potential right to claim a refund from the Internal Revenue Service) if such certifications were not received or were not satisfactory. If withholding was required, we would not be required to pay any additional amounts with respect to amounts so withheld. These regulations generally will apply to 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) issued (or significantly modified and treated as retired and reissued) on or after January 1, 2029, but will also apply to certain 871(m) financial instruments (or a combination of financial instruments treated as having been entered into in connection with each other) that have a delta (as defined in the applicable Treasury regulations) of one and are issued (or significantly modified and treated as retired and reissued) on or after January 1, 2017. In addition, these regulations will not apply to financial instruments that reference a “qualified index” (as defined in the regulations). We have determined that, as of the issue date of your Trigger PLUS, your Trigger PLUS will not be subject to withholding under these rules. In certain limited circumstances, however, you should be aware that it is possible for non-United States holders to be liable for tax under these rules with respect to a combination of transactions treated as having been entered into in connection with each other even when no withholding is required. You should consult your tax advisor concerning these regulations, subsequent official guidance and regarding any other possible alternative characterizations of your Trigger PLUS for U.S. federal income tax purposes.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Your Trigger PLUS May Be Subject to the Constructive Ownership Rules
There exists a risk that the constructive ownership rules of Section 1260 of the Internal Revenue Code could apply to your Trigger PLUS. If your Trigger PLUS were subject to the constructive ownership rules, then any long-term capital gain that you realize upon the sale, exchange or maturity of your Trigger PLUS would be re-characterized as ordinary income (and you would be subject to an interest charge on deferred tax liability with respect to such re-characterized capital gain) to the extent that such capital gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Internal Revenue Code). Because the application of the constructive ownership rules is unclear you are strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the Trigger PLUS.
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Trigger PLUS, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Trigger PLUS to Provide Information to Tax Authorities
Please see the discussion under “United States Taxation — Taxation of Debt Securities — Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus for a description of the applicability of FATCA to payments made on your Trigger PLUS.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
The Underlying ETF
The shares of the Invesco S&P 500® Equal Weight ETF (the “underlying ETF”) are issued by the Invesco Exchange-Traded Fund Trust (the “trust”), a registered investment company.
•The underlying ETF is an exchange-traded fund that seeks to track the investment results, before fees and expenses, of the S&P 500® Equal Weight Index (the “index”). The index consists of all of the components of the S&P 500® Index, which measures the performance of equity securities of larger U.S. companies. The index is an equal-weighted version of the S&P 500® Index.
•The return on your Trigger PLUS is linked to the performance of the underlying ETF, and not to that of the index on which the underlying ETF is based. The underlying ETF employs a “full replication” methodology in seeking to track its index, meaning that it generally will invest in all of the securities comprising its index in proportion to their weightings in the index. However, under various circumstances, the underlying ETF follows a strategy of “representative sampling”, which means the underlying ETF’s holdings are not the same as those of its index. The performance of the underlying ETF may significantly diverge from that of its index.
•Invesco Capital Management LLC currently serves as the investment advisor to the underlying ETF.
•The underlying ETF’s shares trade on the NYSE Arca under the ticker symbol “RSP”.
•The trust’s SEC CIK Number is 0001209466.
•The underlying ETF’s inception date was April 24, 2003.
Where Information About the Underlying ETF Can Be Obtained
Information filed by the trust with the U.S. Securities and Exchange Commission (“SEC”) electronically can be reviewed through a website maintained by the SEC. The address of the SEC’s website is sec.gov. Information filed with the SEC by the trust, including its reports to shareholders, can be located by referencing its CIK number referred to above.
In addition, information regarding the underlying ETF (including its fees, the top ten holdings and weights and sector weights) may be obtained from other sources including, but not limited to, press releases, newspaper articles, other publicly available documents, and the underlying ETF’s website. We are not incorporating by reference the website, the sources listed above or any material they include in this pricing supplement.
We do not make any representation or warranty as to the accuracy or completeness of any materials referred to above, including any filings made by the trust with the SEC.
We Obtained the Information About the Underlying ETF From the Trust’s Publicly Available Information
This pricing supplement relates only to your Trigger PLUS and does not relate to the underlying ETF. We have derived all information about the underlying ETF in this pricing supplement from the publicly available information referred to in the preceding subsection. We have not participated in the preparation of any of those documents or made any “due diligence” investigation or inquiry with respect to the underlying ETF in connection with the offering of your Trigger PLUS. Furthermore, we do not know whether all events occurring before the date of this pricing supplement — including events that would affect the accuracy or completeness of the publicly available documents referred to above and the trading price of shares of the underlying ETF — have been publicly disclosed. Subsequent disclosure of any events of this kind or the disclosure of or failure to disclose material future events concerning the underlying ETF could affect the value you will receive at maturity and, therefore, the market value of your Trigger PLUS.
Neither we nor any of our affiliates make any representation to you as to the performance of the underlying ETF.
We or any of our affiliates may currently or from time to time engage in business with the trust, including making loans to or equity investments in the trust or providing advisory services to the trust, including merger and acquisition advisory services. In the course of that business, we or any of our affiliates may acquire non-public information about the trust and, in addition, one or more of our affiliates may publish research reports about the underlying ETF. As an investor in a Trigger PLUS, you should undertake such independent investigation of the trust as in your judgment is appropriate to make an informed decision with respect to an investment in a Trigger PLUS.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Historical Closing Prices of the Underlying ETF
The closing price of the underlying ETF has fluctuated in the past and may, in the future, experience significant fluctuations. In particular, the underlying ETF has recently experienced extreme and unusual volatility. Any historical upward or downward trend in the closing price of the underlying ETF during any period shown below is not an indication that the underlying ETF is more or less likely to increase or decrease at any time during the life of your Trigger PLUS.
You should not take the historical closing prices of the underlying ETF as an indication of the future performance of the underlying ETF, including because of the recent volatility described above. We cannot give you any assurance that the future performance of the underlying ETF or the underlying ETF stocks will result in you receiving an amount greater than the outstanding principal amount of your Trigger PLUS on the stated maturity date, or that you will not lose a significant portion or all of your investment.
Neither we nor any of our affiliates make any representation to you as to the performance of the underlying ETF. Before investing in the offered Trigger PLUS, you should consult publicly available information to determine the prices of the underlying ETF between the date of this pricing supplement and the date of your purchase of the Trigger PLUS and, given the recent volatility described above, you should pay particular attention to recent prices of the underlying ETF.
The graph below shows the daily historical closing prices of the underlying ETF from January 1, 2021 through October 12, 2026. As a result, the following graph does not reflect the global financial crisis which began in 2008, which had a materially negative impact on the price of most equity securities and, as a result, the price of most equity ETFs. We obtained the closing prices of the underlying ETF in the graph below from Bloomberg Financial Services, without independent verification.
Historical Performance of the Invesco S&P 500® Equal Weight ETF

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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Supplemental Discussion of U.S. Federal Income Tax Consequences
No statutory, judicial or administrative authority directly addresses how your Trigger PLUS should be characterized and treated for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of your investment in your Trigger PLUS are uncertain. You will be obligated pursuant to the terms of your Trigger PLUS — in the absence of a change in law, an administrative determination or a judicial ruling to the contrary — to characterize your Trigger PLUS for all tax purposes as pre-paid derivative contracts in respect of the underlying ETF, as described under “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying general terms supplement. It is the opinion of Sidley Austin LLP that such a characterization of the Trigger PLUS for U.S. federal income tax purposes is a reasonable interpretation of current law. Pursuant to this approach, it is the opinion of Sidley Austin LLP that upon the sale, exchange or maturity of your Trigger PLUS, you should recognize capital gain or loss equal to the difference, if any, between the amount you receive at such time and your tax basis in your Trigger PLUS.
In addition, the constructive ownership rules of Section 1260 of the Internal Revenue Code could apply to your Trigger PLUS. If your Trigger PLUS were subject to the constructive ownership rules, then any long-term capital gain that you realize upon the sale, exchange or maturity of your Trigger PLUS would be re-characterized as ordinary income (and you would be subject to an interest charge on deferred tax liability with respect to such re-characterized capital gain) to the extent that such capital gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Internal Revenue Code). Because the application of the constructive ownership rules is unclear you are strongly urged to consult your tax advisor with respect to the possible application of the constructive ownership rules to your investment in the Trigger PLUS.
Notwithstanding the foregoing, since the appropriate U.S. federal income tax characterization and treatment of your Trigger PLUS are uncertain, it is possible that the Internal Revenue Service could assert a different characterization and treatment than that described immediately above. In this case, the timing and character of income, gain or loss recognized with respect to your Trigger PLUS could substantially differ from that described above.
Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA) withholding (as described in “United States Taxation—Taxation of Debt Securities—Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014; therefore, the Trigger PLUS will generally be subject to the FATCA withholding rules.
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GS Finance Corp. Lookback Trigger PLUS Based on the Price of the Invesco S&P 500® Equal Weight ETF due October 19, 2028 Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities |
Supplemental Plan of Distribution; Conflicts of Interest
As described under “Supplemental Plan of Distribution” in the accompanying general terms supplement and “Plan of Distribution — Conflicts of Interest” in the accompanying prospectus; GS Finance Corp. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $ .
GS Finance Corp. will sell to GS&Co., and GS&Co. will purchase from GS Finance Corp., the aggregate stated principal amount of the offered Trigger PLUS specified on the front cover of this pricing supplement. GS&Co. proposes initially to offer the Trigger PLUS to the public at the original issue price set forth on the cover page of this pricing supplement. Morgan Stanley Smith Barney LLC (Morgan Stanley Wealth Management), acting as dealer for the offering, will receive a selling concession of $25.00 for each Trigger PLUS it sells. Morgan Stanley Wealth Management has informed us that it intends to internally allocate at Morgan Stanley Wealth Management $5.00 of the selling concession for each Trigger PLUS as a structuring fee. The costs included in the original issue price of the Trigger PLUS will include a fee paid by GS&Co. to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management has an ownership interest, for providing certain electronic platform services with respect to this offering. GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc. and, as such, will have a “conflict of interest” in this offering of Trigger PLUS within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of the Trigger PLUS will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell Trigger PLUS in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
We expect to deliver the Trigger PLUS against payment therefor in New York, New York on October 21, 2026. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Trigger PLUS on any date prior to one business day before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement.
We have been advised by GS&Co. that it intends to make a market in the Trigger PLUS. However, neither GS&Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the Trigger PLUS.