GS Finance Corp. Files 424B2 Prospectus for New Securities Offering

TL;DR

**GS Finance Corp. is issuing new securities, watch for potential dilution or capital raising implications.**

AI Summary

GS Finance Corp. filed a 424B2 prospectus on March 23, 2026, detailing an offering under their existing shelf registration (File No. 333-284538-03). This filing indicates that GS Finance Corp., a subsidiary of Goldman Sachs Group Inc., is likely offering new securities to raise capital. For investors, this matters because new offerings can dilute existing shares or signal the company's capital needs, potentially impacting the stock's future performance.

Why It Matters

This filing signals GS Finance Corp. is preparing to issue new securities, which could affect the supply and demand dynamics of its parent company's stock, Goldman Sachs Group Inc., and potentially impact its valuation.

Risk Assessment

Risk Level: medium — The filing itself is a standard prospectus, but the underlying offering could introduce market risk through dilution or increased debt.

Analyst Insight

Investors should monitor the specific terms of the securities offered once they are fully disclosed to assess potential dilution or impact on Goldman Sachs Group Inc.'s financial health. Reviewing the full prospectus (gs-20260323.htm) is crucial.

Key Numbers

• 333-284538-03 — File Number for GS Finance Corp. (Identifies the specific shelf registration statement under which the securities are being offered.)
• 333-284538 — File Number for Goldman Sachs Group Inc. (Identifies the specific shelf registration statement for the parent company.)
• 2026-03-23 — Filing Date (The date the 424B2 prospectus was filed, indicating the recency of the offering details.)
• 0001193125-26-119562 — SEC Accession No. (Unique identifier for this specific filing, allowing for easy retrieval.)

Key Players & Entities

• GS Finance Corp. (company) — Filer of the 424B2 prospectus
• Goldman Sachs Group Inc. (company) — Parent company of GS Finance Corp.
• 0001419828 (person) — CIK for GS Finance Corp.
• 0000886982 (person) — CIK for Goldman Sachs Group Inc.
• 2026-03-23 (dollar_amount) — Filing Date

Forward-Looking Statements

• GS Finance Corp. will successfully raise capital through this offering. (GS Finance Corp.) — high confidence, target: 2026-06-30
• The new securities offering will have a minimal impact on the stock price of Goldman Sachs Group Inc. in the short term. (Goldman Sachs Group Inc.) — medium confidence, target: 2026-04-30

FAQ

Key Financial Figures

• $500,000 — ent No. 333-284538 GS Finance Corp. $500,000 Autocallable Contingent Coupon Index-
• $33.75 — the applicable payment date a coupon of $33.75 (3.375% quarterly, or the potential for
• $1,000 — ial for up to 13.5% per annum) for each $1,000 face amount of your notes. A quarterly
• $998 — he trade date is equal to approximately $998 per $1,000 face amount. For a discussio
• $2 — n additional amount (initially equal to $2 per $1,000 face amount). Prior to Jun
• $0 — is less than its coupon trigger level, $0 The coupon paid on any coupon payment

Filing Documents

• gs-20260323.htm (424B2) — 361KB
• gs_exfilingfees.htm (EX-FILING FEES) — 6KB
• img261782970_0.jpg (GRAPHIC) — 6KB
• img261782970_1.jpg (GRAPHIC) — 57KB
• img261782970_2.jpg (GRAPHIC) — 58KB
• img261782970_3.jpg (GRAPHIC) — 53KB
• img261782970_4.jpg (GRAPHIC) — 7KB
• 0001193125-26-119562.txt ( ) — 711KB
• gs_exfilingfees_htm.xml (XML) — 3KB

From the Filing

424B2 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-284538 GS Finance Corp. $500,000 Autocallable Contingent Coupon Index-Linked Notes due 2028 guaranteed by The Goldman Sachs Group, Inc. The notes do not pay a fixed coupon and may pay no coupon on a payment date. The amount that you will be paid on your notes is based on the performances of the Russell 2000 Index, the S&P 500 Index and the Nasdaq-100 Index . The notes will mature on the stated maturity date (September 21, 2028), unless automatically called on any observation end date commencing in June 2026 to and including June 2028. Your notes will be automatically called if the closing level of each index on any such observation end date is greater than or equal to its initial index level set on March 18, 2026 (2,478.642 with respect to the Russell 2000 Index (which is lower than the closing level of such index on the trade date (March 19, 2026)), 6,624.70 with respect to the S&P 500 Index (which is higher than the closing level of such index on the trade date) and 24,425.09 with respect to the Nasdaq-100 Index (which is higher than the closing level of such index on the trade date), which in each case is the closing level of such index on March 18, 2026). If your notes are automatically called, you will receive a payment on the next payment date (the third business day after the relevant observation end date) equal to the face amount of your notes plus any coupon then due (as described below). Unless previously automatically called , if the closing level of each index is greater than or equal to 70% of its initial level on every trading day during the related quarterly observation period, you will receive on the applicable payment date a coupon of $33.75 (3.375% quarterly, or the potential for up to 13.5% per annum) for each $1,000 face amount of your notes. A quarterly observation period is, with respect to a payment date, the period from but excluding the second preceding observation end date (or the trade date, in the case of the first quarterly observation period) to and including the immediately preceding observation end date. Observation end dates are the 18th day of each March, June, September and December, commencing in June 2026 and ending in September 2028. If the closing level of any index on any trading day during the related quarterly observation period is less than 70% of its initial level, you will not receive a coupon on the applicable payment date. The amount that you will be paid on your notes at maturity, if the notes have not been automatically called, in addition to the final coupon, if any, is based on the performance of the lesser performing index (the index with the lowest index return). The index return for each index is the percentage increase or decrease in the final level of such index on the determination date (the final observation end date, September 18, 2028) from its initial level. At maturity, for each $1,000 face amount of your notes you will receive, in addition to any coupon payment then due, an amount in cash equal to: • if the index return of each index is greater than or equal to -40% (the final level of each index is greater than or equal to 60% of its initial level), $1,000; or • if the index return of any index is less than -40% (the final level of any index is less than 60% of its initial level), the sum of (i) $1,000 plus (ii) the product of (a) the lesser performing index return times (b) $1,000. You will receive less than 60% of the face amount of your notes and you will not receive a final coupon. 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- 13 . The estimated value of your notes at the time the terms of your notes are set on the trade date is equal to approximately $998 per $1,000 face amount. For a discussion of the estimated value and the price at which Goldman Sachs & Co. LLC would initially buy or sell your notes, if it makes a market in the notes, see the following page. Original issue date: March 24, 2026 Original issue price: 100% of the face amount Underwriting discount: 0.7% of the face amount Net proceeds to the issuer: 99.3% of the face amount 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. Goldman Sachs & Co. LLC Pricing Supplement No. 23,303 dated March 19, 2026. The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sel

View Full Filing

View this 424B2 filing on SEC EDGAR