GS Finance Corp. Files Prospectus for New Securities Offering

TL;DR

**GS Finance Corp. is issuing new securities, watch for details on terms and potential dilution.**

AI Summary

This 424B2 filing, submitted on March 24, 2026, by GS Finance Corp. and its parent, Goldman Sachs Group Inc., is a prospectus related to a securities offering. It indicates that GS Finance Corp. (CIK: 0001419828) is offering securities under a registration statement (File No.: 333-284538-03), with Goldman Sachs Group Inc. (CIK: 0000886982) as a co-filer. This matters to investors because it signals that GS Finance Corp. is raising capital, which could impact its financial structure and future growth prospects, potentially diluting existing shareholders or increasing debt.

Why It Matters

This filing signals that GS Finance Corp. is preparing to issue new securities, which could affect the company's capital structure and potentially dilute existing shareholders or increase its debt obligations.

Risk Assessment

Risk Level: medium — The offering of new securities can introduce dilution for existing shareholders or increase the company's debt, depending on the type of securities issued.

Analyst Insight

Investors should monitor subsequent filings (like pricing supplements) to understand the specific terms, type, and quantity of securities being offered by GS Finance Corp., as this will determine the impact on existing shareholders and the company's financial health.

Key Players & Entities

• GS Finance Corp. (company) — Filer of the 424B2 prospectus
• Goldman Sachs Group Inc. (company) — Parent company and co-filer
• March 24, 2026 (date) — Filing date of the 424B2
• 333-284538-03 (string) — File number for GS Finance Corp.'s registration statement
• 333-284538 (string) — File number for Goldman Sachs Group Inc.'s registration statement

FAQ

Key Financial Figures

• $1,000 — hen due, the company will pay, for each $1,000 face amount of the notes, an amount in
• $900 — amount / Additional amount end date: $900 to $930 per $1,000 face amount, which i
• $930 — / Additional amount end date: $900 to $930 per $1,000 face amount, which is less t
• $52 — to the coupon trigger level: (at least $52 × the number of coupon observatio
• $0 — is less than the coupon trigger level: $0 Automatic call feature: The notes w
• $52.000 — ) Hypothetical Coupon 1 85.000% $52.000 2 65.000% $0.000 3 85.000%
• $0.000 — 1 85.000% $52.000 2 65.000% $0.000 3 85.000% $104.000 4 55.000%
• $104.000 — 2 65.000% $0.000 3 85.000% $104.000 4 55.000% $0.000 Total Hypothet
• $156.000 — $0.000 Total Hypothetical Coupons $156.000 In Scenario 1, the hypothetical closi

Filing Documents

• crwdca14_auto_prelim.htm (424B2) — 203KB
• img218861787_0.jpg (GRAPHIC) — 4KB
• img218861787_1.jpg (GRAPHIC) — 60KB
• 0001193125-26-121117.txt ( ) — 293KB

From the Filing

424B2 Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-284538 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. GS Finance Corp. $ Autocallable Contingent Coupon Equity-Linked Notes due 2027 guaranteed by The Goldman Sachs Group, Inc. Payment at Maturity: The amount that you will be paid on your notes at maturity, if they have not been automatically called, in addition to the final coupon, if any, is based on the performance of the underlier. You could lose your entire 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. Automatic Call: The notes will be automatically called on a call payment date if the closing level of the underlier is greater than or equal to the initial underlier level on the related call observation date. The terms included in the “Key Terms” table below are expected to be as indicated, but such terms will be set on the trade date. 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. Key Terms Company (Issuer) / Guarantor: GS Finance Corp. / The Goldman Sachs Group, Inc. Aggregate face amount: $ Cash settlement amount: • if the final underlier level is greater than or equal to the buffer level: $1,000; or • if the final underlier level is less than the buffer level: $1,000 + ($1,000 × the buffer rate × (the underlier return + the buffer amount)) Underlier: the Class A common stock of CrowdStrike Holdings, Inc. (current Bloomberg ticker: “CRWD UW”) Coupon trigger level: 75% of the initial underlier level Buffer level: 75% of the initial underlier level Buffer amount: 25% Buffer rate: the initial underlier level ÷ the buffer level, which quotient equals approximately 133.33% Initial underlier level: set on the trade date and will be 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: 40058YQ47 / US40058YQ477 * subject to adjustment as described in the accompanying general terms supplement Our estimated value of the notes on trade date / Additional amount / Additional amount end date: $900 to $930 per $1,000 face amount, which is less than the original issue price. The additional amount is $ and the additional amount end date is . 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.” Original issue price Underwriting discount Net proceeds to the issuer 100% of the face amount 1 1% of the face amount 1 99% of the face amount 1 Accounts of certain national banks, acting as purchase agents for such accounts, have agreed with the purchase agents to pay a purchase price of % of the face amount, and as a result of such agreements, the agents with respect to sales to be made to such accounts will not receive any portion of 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. Goldman Sachs & Co. LLC JPMorgan (Placement Agent) Pricing Supplement No. dated , 2026. Key Terms (continued) Coupon: • if the closing level of the underlier on the related coupon observation date is greater than or equal to the coupon trigger level: (at least $52 × the number of coupon observation dates that have occurred up to and including such related coupon observation date) – (the sum of all coupons previously paid, if any); or • if the closing level of the underlier on the related coupon observation date is less than the coupon trigger level: $0 Automatic call feature: The notes will be automatically called if the closing level of the underlier is greater than or equal to the initial underlier level on any call observation date. In that case, the company will pay,

View Full Filing

View this 424B2 filing on SEC EDGAR