GS Finance Corp. & Goldman Sachs File 424B2 Prospectus

TL;DR

**Goldman Sachs is prepping a new securities offering, likely to raise capital.**

AI Summary

This 424B2 filing from GS Finance Corp. and Goldman Sachs Group Inc. on March 24, 2026, is a prospectus related to a securities offering. It updates information for potential investors, likely detailing terms for new debt or equity instruments under their existing shelf registration (File No. 333-284538). For current or prospective shareholders, this matters because it signals that Goldman Sachs is actively raising capital, which could impact the company's financial structure, liquidity, and future growth initiatives, potentially diluting existing shares if equity is issued or increasing debt obligations.

Why It Matters

This filing indicates that GS Finance Corp., backed by Goldman Sachs, is preparing to offer new securities, which could affect the company's capital structure and future financial performance.

Risk Assessment

Risk Level: medium — The filing itself is procedural, but the underlying offering could introduce market risk depending on the type and terms of the securities issued.

Analyst Insight

Investors should monitor subsequent filings (e.g., pricing supplements) to understand the specific terms, type, and size of the securities being offered, as this will determine the impact on existing shareholders or bondholders.

Key Numbers

• 0001419828 — GS Finance Corp. CIK (Unique identifier for GS Finance Corp. with the SEC)
• 0000886982 — Goldman Sachs Group Inc. CIK (Unique identifier for Goldman Sachs Group Inc. with the SEC)
• 2026-03-24 — Filing Date (The date the 424B2 prospectus was filed with the SEC)
• 333-284538 — File No. (The registration statement number under which the securities are being offered)
• 212248 — Document Size (bytes) (Size of the primary 424B2 HTML document)

Key Players & Entities

• GS Finance Corp. (company) — Filer of the 424B2 prospectus
• Goldman Sachs Group Inc. (company) — Parent company and co-filer of the 424B2 prospectus
• March 24, 2026 (date) — Filing date of the 424B2 prospectus
• 200 WEST STREET NEW YORK NY 10282 (company) — Business and mailing address for both GS Finance Corp. and Goldman Sachs Group Inc.
• 333-284538 (dollar_amount) — File number for the shelf registration statement under which this prospectus is filed

Forward-Looking Statements

• Goldman Sachs will proceed with a new securities offering based on this prospectus. (Goldman Sachs Group Inc.) — high confidence, target: 2026-06-30

FAQ

Key Financial Figures

• $1,000 — hen due, the company will pay, for each $1,000 face amount of the notes, an amount in
• $925 — amount / Additional amount end date: $925 to $955 per $1,000 face amount, which i
• $955 — / Additional amount end date: $925 to $955 per $1,000 face amount, which is less t
• $67.5 — or equal to the coupon trigger level: ($67.5 × the number of coupon observatio
• $0 — is less than the coupon trigger level: $0 Automatic call feature: The notes w
• $67.500 — ) Hypothetical Coupon 1 70.000% $67.500 2 50.000% $0.000 3 70.000%
• $0.000 — 1 70.000% $67.500 2 50.000% $0.000 3 70.000% $135.000 4 40.000%
• $135.000 — 2 50.000% $0.000 3 70.000% $135.000 4 40.000% $0.000 5 40.000%
• $202.500 — 5 40.000% $0.000 6 70.000% $202.500 Total Hypothetical Coupons $405.0
• $405.000 — 02.500 Total Hypothetical Coupons $405.000 In Scenario 1, the hypothetical closi

Filing Documents

• mucal21_prelim.htm (424B2) — 207KB
• img253969575_0.jpg (GRAPHIC) — 4KB
• img253969575_1.jpg (GRAPHIC) — 51KB
• 0001193125-26-121582.txt ( ) — 285KB

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 trigger buffer level: $1,000; or • if the final underlier level is less than the trigger buffer level: $1,000 + ($1,000 × the underlier return) Underlier: the common stock of Micron Technology, Inc. (current Bloomberg ticker: “MU UW”) Coupon trigger level: 60% of the initial underlier level Trigger buffer level: 50% of the initial underlier level Initial underlier level: set on the trade date and will be an intra-day level or the closing level of the underlier on the trade date Final underlier level: the closing level of the underlier on the determination date* Underlier return: (the final underlier level - the initial underlier level) ÷ the initial underlier level Calculation agent: Goldman Sachs & Co. LLC (“GS&Co.”) CUSIP / ISIN: 40058YPX4 / US40058YPX49 * 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: $925 to $955 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 % of the face amount 1 % of the face amount 1 The original issue price will be % for certain investors; see Supplemental Plan of Distribution; Conflicts of Interest for additional information regarding the fees comprising the underwriting discount. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. Goldman Sachs & Co. LLC 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: ($67.5 × 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, for each $1,000 of the outstanding face amount, an amount in cash on the following call payment date equal to $1,000 (along with the coupon then due). Trade date: March 30, 2026 Original issue date: April 2, 2026 Determination date: the last coupon observation date, September 30, 2027* October 7,

View Full Filing

View this 424B2 filing on SEC EDGAR