Goldman Sachs (GS) offers 18‑month $10 notes with 15%+ coupon, $100K min
Rhea-AI Filing Summary
GS Finance Corp. is offering Fixed Coupon Barrier Notes due December, 2027 linked to an equally weighted basket of Cameco Corporation and Freeport‑McMoRan Inc.. Each unit has a $10 principal amount and an expected term of approximately 18 months. The notes pay a quarterly fixed coupon in the range of $0.375–$0.385 per unit (an annual rate of 15.00%–15.40%), with the coupon paid even if the Basket falls.
At maturity you receive the final coupon and either (a) $10 per unit if the Basket's Ending Value is >= 80% of the Starting Value (Starting Value = 100.00), or (b) one‑for‑one downside exposure to decreases in the Basket if the Ending Value is below 80.00, exposing up to 100% of principal. The estimated value on pricing is approximately $9.25–$9.55 per $10 principal. The notes are unsecured obligations of GS Finance Corp., fully guaranteed by The Goldman Sachs Group, Inc., and carry issuer and guarantor credit risk. The minimum initial purchase is $100,000.
Positive
- None.
Negative
- None.
Insights
High coupon vs principal‑at‑risk tradeoff; value reflects fees and credit spreads.
The notes deliver a high fixed coupon ($0.375–$0.385 quarterly; 15.00%–15.40% annualized) while leaving principal exposed to a >20% drop in the basket (Threshold Value = $80.00 of a 100.00 Starting Value). The estimated value range ($9.25–$9.55) is below the public offering price, reflecting underwriting fees and model‑based costs.
Key dependencies include GSFC/GSG credit spreads, basket volatility, and actual pricing date component prices. Secondary market liquidity is limited and minimum purchase size is substantial ($100,000), meaning execution and exit are constrained for many investors.
Credit exposure and limited upside cap are primary investor risks.
Payments depend on GSFC as issuer and The Goldman Sachs Group, Inc. as guarantor; any deterioration in either credit profile will affect market value. The structure caps investor upside to the fixed coupon regardless of strong basket gains, while providing 1:1 downside below the 80% threshold.
Watch the final pricing date for actual coupon, component closing prices (which set Component Ratios), and the announced estimated value; these will determine whether the coupon compensates adequately for principal risk given prevailing credit spreads.
Key Figures
Key Terms
Threshold Value financial
Component Ratio financial
Estimated value financial
Market Measure financial
Offering Details
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Subject to Completion Preliminary Term Sheet dated June 23, 2026 |
Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-284538 (To Prospectus dated February 14, 2025, Prospectus Supplement dated February 14, 2025 and Product Supplement No. EQUITY MLI-4 dated January 20, 2026) |
This term sheet, which is not complete and may be changed, relates to an effective Registration Statement under the Securities Act of 1933. This term sheet and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these notes in any country or jurisdiction where such an offer would not be permitted.
Units |
Pricing Date* |
June , 2026 |
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*Subject to change based on the actual date the notes are priced for initial sale to the public (the “pricing date”) |
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GS Finance Corp. Medium-Term Notes, Series F guaranteed by The Goldman Sachs Group, Inc. Fixed Coupon Barrier Notes Linked to a Basket of Two Stocks ▪ A Fixed Coupon Payment of between [$0.375 and $0.385] per unit payable quarterly on each Coupon Payment Date (equal to a rate of between [15.00% and 15.40%] per annum). ▪ Maturity of approximately 18 months. ▪ At maturity, if the value of the Basket has decreased by more than 20%, 1-to-1 downside exposure to decreases in the Basket from the Starting Value, with up to 100.00% of the principal amount at risk; otherwise, at maturity, you will receive the principal amount. At maturity, you will also receive the final Fixed Coupon Payment, regardless of the performance of the Basket. ▪ The Basket will be comprised of a common share of Cameco Corporation and the common stock of Freeport-McMoRan Inc. (each, a “Basket Component”). Each Basket Component will be given an equal weight. ▪ All payments are subject to the credit risk of GS Finance Corp., as issuer of the notes, and the credit risk of The Goldman Sachs Group, Inc., as guarantor of the notes. ▪ Limited secondary market liquidity, with no exchange listing. |
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The notes are being issued by GS Finance Corp. (“GSFC”) and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. (“GSG”). Investing in the notes involves a number of risks. There are important differences between the notes and a conventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning on page TS-10 of this term sheet and page PS-7 of the accompanying product supplement, “Considerations Relating to Indexed Notes” beginning on page S-11 of the accompanying prospectus supplement and “Considerations Relating to Indexed Securities” beginning on page 101 of the accompanying prospectus.
The estimated value of your notes at the time the terms of your notes are set on the pricing date is expected to be between $9.25 and $9.55 per $10 principal 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.
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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 Note 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.
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Per Unit |
Total |
Public offering price |
$ 10.00 |
$ |
Underwriting discount(1) |
$ 0.10 |
$ |
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$ 0.05 |
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Proceeds, before expenses, to GSFC |
$ 9.85 |
$
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(1) The underwriting discount reflects a sales commission of $0.10 per note and a structuring fee of $0.05 per note. |
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The notes and the related guarantee:
Are Not FDIC Insured |
Are Not Bank Guaranteed |
May Lose Value |
Goldman Sachs & Co. LLC
June , 2026
Fixed Coupon Barrier Notes |
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Summary
The Fixed Coupon Barrier Notes Linked to a Basket of Two Stocks, due December , 2027 (the “notes”) are our senior unsecured debt securities. Payments on the notes are fully and unconditionally guaranteed by GSG. The notes and the related guarantee are not insured by the Federal Deposit Insurance Corporation or secured by collateral. The notes will rank equally in right of payment with all of GSFC’s other unsecured and unsubordinated obligations, except obligations that are subject to any priorities or preferences by law, and the related guarantee will rank equally in right of payment with all of GSG’s other unsecured and unsubordinated obligations, except obligations that are subject to any priorities or preferences by law, and senior to its subordinated obligations. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of GSFC, as issuer, and GSG, as guarantor. The notes will pay a Fixed Coupon Payment of between [$0.375 and $0.385] per unit on each Coupon Payment Date (equal to a rate of between [15.00% and 15.40%] per annum). At maturity, if the Ending Value of the Market Measure, which is the basket described below (the “Basket”), is less than the Threshold Value, your notes are subject to 1-to-1 downside exposure to decreases in the Market Measure from the Starting Value, with up to 100.00% of the principal amount at risk; otherwise, you will receive the principal amount. At maturity, you will also receive the final Fixed Coupon Payment, regardless of the performance of the Market Measure. Any payments on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Market Measure, subject to our and GSG’s credit risk. See “Terms of the Notes” below.
The Basket will be comprised of a common share of Cameco Corporation and the common stock of Freeport-McMoRan Inc. On the pricing date, each Basket Component will be given an equal weight.
The economic terms of the notes are based upon 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 notes. These variables will influence the economic terms of the notes and the initial estimated value of the notes on the pricing date. In addition, the underwriting discount and costs incurred in creating, documenting and marketing the notes will reduce the economic terms of the notes and the initial estimated value of the notes on the pricing date. For more information, see “Risk Factors — Valuation- and Market-related Risks — The estimated value of your notes at the time the terms of your notes are set on the pricing date (as determined by reference to pricing models used by GS&Co.) is less than the public offering price of your notes.” on page TS-9 of this term sheet.
The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this term sheet, 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 notes will depend in part on the issue price you pay for such notes.
GS Finance Corp. may use this Note Prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use this Note Prospectus in a market-making transaction in a note after its initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, this Note Prospectus is being used in a market-making transaction.
Estimated Value of Your Notes
The estimated value of your notes at the time the terms of your notes 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 between $9.25 and $9.55 per $10 principal amount, which is less than the public offering price. The value of your notes 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 notes (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 notes at the time of pricing, plus an additional amount (initially equal to $ per $10 principal amount).
Prior to , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (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 notes (as determined by reference to GS&Co.’s pricing models) plus (b) any remaining additional amount (the additional amount will decline to zero on a straight-line basis from the time of pricing through ). On and after , the price (not including GS&Co.’s customary bid and ask spreads) at which GS&Co. would buy or sell your notes (if it makes a market) will equal approximately the then-current estimated value of your notes determined by reference to such pricing models.
Minimum Purchase Amount of Notes Offered Hereby
In connection with the initial offering of the notes, the minimum principal amount of notes that may be purchased by any investor is $100,000.
Fixed Coupon Barrier Notes |
TS-2 |
Fixed Coupon Barrier Notes |
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Terms of the Notes |
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Company (Issuer): |
GS Finance Corp. (“GSFC”) |
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Guarantor: |
The Goldman Sachs Group, Inc. (“GSG”) |
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Term: |
Approximately 18 months. |
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Market Measure: |
An equally weighted basket comprised of the Basket Components, as set forth in the table under “The Market Measure” below (each, a “Basket Component,” and collectively the “Basket Components”). For each Basket Component, its current Bloomberg ticker, current primary listing, Initial Component Weight, Closing Market Price on the Pricing Date, Component Ratio and Initial Basket Value Contribution are set forth in the table under “The Market Measure” below. |
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Principal Amount: |
$10.00 per unit; $ in the aggregate on the settlement 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 maturity date, in addition to the final Fixed Coupon Payment, the Company will pay, for each $10 of the outstanding principal amount, an amount, if any, in cash equal to the Redemption Amount. |
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Redemption Amount: |
On the maturity date, in addition to the final Fixed Coupon Payment, the Company will pay, for each $10 of the outstanding principal amount, an amount, if any, in cash equal to: ▪ If the Ending Value is greater than or equal to the Threshold Value: $10
▪ If the Ending Value is less than the Threshold Value:
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Threshold Value: |
80% of the Starting Value |
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Fixed Coupon Payments: |
The Company will pay, for each $10 of the outstanding principal amount, a Fixed Coupon Payment of between [$0.375 and $0.385] per unit on each Coupon Payment Date (equal to a rate of between [15.00% and 15.40%] per annum). The actual Fixed Coupon Payment will be determined on the pricing date. The Fixed Coupon Payment paid on any Coupon Payment Date will be paid to the person in whose name this note is registered as of the close of business on the Record Date for such Coupon Payment Date. If the Fixed Coupon Payment is due at maturity but on a day that is not a Coupon Payment Date, the Fixed Coupon Payment will be paid to the person entitled to receive the principal of this note. |
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Starting Value: |
The Starting Value will be set to 100.00 on the pricing date. |
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Ending Value: |
The sum of, for each Basket Component: the product of (i) the Closing Market Price of such Basket Component on the Final Calculation Day times (ii) the Price Multiplier of such Basket Component on the Final Calculation Day times (iii) the Component Ratio of such Basket Component. If a Market Disruption Event or non-trading day occurs as to any Basket Component on the scheduled Final Calculation Day, the Closing Market Price of that Basket Component will be determined as more fully described in the section entitled “Description of the Notes–Baskets—Value of the Basket” on page PS-41 of the accompanying product supplement. |
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Final Calculation Day/Maturity Valuation Period: |
Approximately the fifth scheduled Market Measure Business Day immediately preceding the maturity date, subject to postponement in the event of Market Disruption Events and non-Market Measure Business Days, as described beginning on page PS-25 of the accompanying product supplement. |
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Coupon Payment Dates: |
Quarterly; September , 2026, December , 2026, March , 2027, June , 2027, September , 2027 and December , 2027 (the Maturity Date), subject to postponement as described beginning on page PS-24 of the accompanying product supplement; For purposes of the accompanying product supplement, each Coupon Payment Date is a “payment date.” |
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Maturity Date: |
December , 2027, subject to postponement as described beginning on page PS-25 of the accompanying product supplement. |
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Component Ratio: |
With respect to each Basket Component, the quotient of (i) the product of (a) the Initial Component Weight for such Basket Component set forth in the table under “The Market Measure” below times (b) 100 divided by (ii) the Closing Market Price of such Basket Component on the pricing date, with the result rounded to eight decimal places. |
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Price Multiplier: |
For each Basket Component, 1, subject to adjustments for certain corporate events relating to such Basket Component described beginning on page PS-35 of the accompanying product supplement. |
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Record Date: |
The business day immediately preceding the day on which payment is to be made (as such payment date may be adjusted). |
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Fees and Charges: |
The underwriting discount of $0.15 per unit listed on the cover page |
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Calculation Agent: |
Goldman Sachs & Co. LLC. (“GS&Co.”), an affiliate of GSFC. |
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Fixed Coupon Barrier Notes |
TS-3 |
Fixed Coupon Barrier Notes |
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Authorized Denominations: |
$10 or any integral multiple of $10 in excess thereof. |
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Overdue Principal Rate and Overdue Coupon Rate: |
The effective Federal Funds rate. |
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Defeasance: |
Not applicable. |
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Fixed Coupon Barrier Notes |
TS-4 |
Fixed Coupon Barrier Notes |
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Determining Payments on the Notes
Fixed Coupon Payments
The notes will pay a quarterly Fixed Coupon Payment of between [$0.375 and $0.385] per unit on each Coupon Payment Date (equal to a rate of between [15.00% and 15.40%] per annum).
Redemption Amount Determination
On the maturity date, you will receive a cash payment per unit determined as follows:
The Redemption Amount will also include the final Fixed Coupon Payment regardless of the performance of the Market Measure.
You will lose all or a significant portion of the principal amount of the notes if the Ending Value is less than the Threshold Value. Even with the Fixed Coupon Payments, the return on the notes could be negative.
Fixed Coupon Barrier Notes |
TS-5 |
Fixed Coupon Barrier Notes |
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The notes 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 term sheet constitutes a supplement to the documents listed below, does not set forth all of the terms of your notes and therefore should be read in conjunction with such documents:
https://www.sec.gov/Archives/edgar/data/886982/000119312526016285/baml_prodsupp_no._equity.htm
https://www.sec.gov/Archives/edgar/data/886982/000119312525027380/d891153d424b2.htm
https://www.sec.gov/Archives/edgar/data/886982/000119312525027379/d860775d424b2.htm
These documents (together with this term sheet, the “Note Prospectus”) have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the SEC website at www.sec.gov or from Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) by calling 1-800-294-1322. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us, GSG and this offering. Any prior or contemporaneous oral statement and any other written materials you may have received are superseded by the Note Prospectus. Certain terms used but not defined in this term sheet have the meanings set forth in the accompanying product supplement.
The information in this term sheet 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 notes.
We refer to the notes we are offering by this term sheet as the “offered notes” or the “notes”. Each of the offered notes has the terms described below. Please note that in this term sheet, 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. The notes 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 notes will be issued in book-entry form and represented by master note no. 3, dated March 22, 2021. References herein to “final calculation day” shall be deemed to refer to “determination date” in such master note no. 3, dated March 22, 2021.
Fixed Coupon Barrier Notes |
TS-6 |
Fixed Coupon Barrier Notes |
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Investor Considerations
You may wish to consider an investment in the notes if: |
The notes may not be an appropriate investment for you if: |
▪ You anticipate that the Market Measure will not decrease from the Starting Value to an Ending Value that is below the Threshold Value. ▪ You accept that the return on the notes will be limited to the return represented by the Fixed Coupon Payments even if the percentage change in the value of the Market Measure is significantly greater than such return. ▪ You are willing to lose up to 100% of the principal amount. ▪ You are willing to forgo dividends or other benefits of owning shares of the Basket Components. ▪ You are willing to accept a limited or no market for sales of the notes prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our and GSG’s actual and perceived creditworthiness, our credit spreads and fees and charges on the notes. ▪ You are willing to assume our credit risk, as issuer of the notes, and GSG’s credit risk, as guarantor of the notes, for all payments under the notes, including the Redemption Amount. |
▪ You seek an uncapped return on your investment. ▪ You seek principal repayment or preservation of capital. ▪ You want to receive dividends or other distributions paid on the shares of the Basket Components. ▪ You seek an investment for which there will be a liquid secondary market. ▪ You are unwilling or are unable to take market risk on the notes, to take our credit risk, as issuer of the notes, or to take GSG’s credit risk, as guarantor of the notes. |
We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.
Fixed Coupon Barrier Notes |
TS-7 |
Fixed Coupon Barrier Notes |
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Examples of Hypothetical Payments at Maturity
The following table is for purposes of illustration only. It is based on hypothetical values and shows hypothetical returns on the notes. The table illustrates the calculation of the Redemption Amount based on the hypothetical terms set forth below. The actual amount you receive and the resulting return will depend on the actual Threshold Value, Ending Value and Fixed Coupon Payments and the term of your investment. The following examples do not take into account any tax consequences from investing in the notes. These examples are based on the following hypothetical terms:
For hypothetical historical values of the Basket, see “The Market Measure” section below. For recent actual prices of the Basket Components, see “The Basket Components” section below. All payments on the notes are subject to issuer and guarantor credit risk.
Ending Value |
Percentage Change from the Starting Value to the Ending Value |
Redemption Amount per Unit(3) |
Return on the Notes(4) |
0.00 |
-100.00% |
$0.000 |
-100.00% |
20.00 |
-80.00% |
$2.000 |
-80.00% |
30.00 |
-70.00% |
$3.000 |
-70.00% |
40.00 |
-60.00% |
$4.000 |
-60.00% |
50.00 |
-50.00% |
$5.000 |
-50.00% |
79.99 |
-20.01% |
$7.999 |
-20.01% |
80.00(1) |
-20.00% |
$10.000 |
0.00% |
90.00 |
-10.00% |
$10.000 |
0.00% |
100.00(2) |
0.00% |
$10.000 |
0.00% |
102.00 |
2.00% |
$10.000 |
0.00% |
105.00 |
5.00% |
$10.000 |
0.00% |
107.00 |
7.00% |
$10.000 |
0.00% |
120.00 |
20.00% |
$10.000 |
0.00% |
150.00 |
50.00% |
$10.000 |
0.00% |
200.00 |
100.00% |
$10.000 |
0.00% |
(1) This is the Threshold Value.
(2) The Starting Value will be set to 100.00 on the pricing date.
(3) The Redemption Amount per Unit does not include the final Fixed Coupon Payment.
(4) The Return on the notes is calculated based on the Redemption Amount, not including the Fixed Coupon Payments.
Fixed Coupon Barrier Notes |
TS-8 |
Fixed Coupon Barrier Notes |
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Risk Factors
An investment in your notes is subject to the risks described below, as well as the risks and considerations described under “Risk Factors” beginning on page PS-7 of the accompanying product supplement, “Considerations Relating to Indexed Notes” beginning on page S-11 of the accompanying prospectus supplement and “Considerations Relating to Indexed Securities” beginning on page 101 of the accompanying prospectus. You should carefully review these risks and considerations as well as the more detailed explanation of risks described in the accompanying prospectus, the accompanying prospectus supplement and the accompanying product supplement. You should also review the terms of the notes described herein and in the accompanying prospectus, the accompanying prospectus supplement and the accompanying product supplement. Your notes are a riskier investment than ordinary debt securities. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial matters in general. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes. Also, your notes are not equivalent to investing directly in the Basket Components.
Structure-related Risks
Valuation- and Market-related Risks
In estimating the value of your notes as of the time the terms of your notes are set on the pricing date, as disclosed above under “Estimated Value of Your Notes”, 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 notes. 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 notes in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others. See “Risk Factors — Valuation- and Market-related Risks — The notes are not designed to be short-term trading instruments, and if you attempt to sell the notes prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and their market value may be less than the principal amount.” on page PS-11 of the accompanying product supplement.
The difference between the estimated value of your notes as of the time the terms of your notes are set on the pricing date and the public offering price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the notes, 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 notes. We pay to GS&Co. amounts based on
Fixed Coupon Barrier Notes |
TS-9 |
Fixed Coupon Barrier Notes |
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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 notes.
In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the notes, 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 GSG. These changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in the notes, 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 notes (and subject to the declining excess amount described above).
Furthermore, if you sell your notes, 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 notes in a secondary market sale.
There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard, GS&Co. is not obligated to make a market in the notes. See “Risk Factors — Valuation- and Market-related Risks — Your notes may not have an active trading market.” on page PS-11 of the accompanying product supplement.
Conflict-related Risks
Market Measure-related Risks
Tax-related Risks
Additional Risk Factors
Additional Structure-related Risks
Fixed Coupon Barrier Notes |
TS-10 |
Fixed Coupon Barrier Notes |
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Additional Risks Related to a Common Share of Cameco Corporation
The prices of securities issued by foreign companies are subject to political, economic, financial and social factors that are unique to such foreign company's geographical region. These factors include: recent changes, or the possibility of future changes, in the applicable foreign government's economic and fiscal policies; the possible implementation of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign companies or investments in securities issued by foreign companies; fluctuations, or the possibility of fluctuations, in currency exchange rates; and the possibility of outbreaks of hostility, political instability, natural disaster or adverse public health developments. For example, the United Kingdom ceased to be a member of the European Union on January 31, 2020 (an event commonly referred to as “Brexit”). The effects of Brexit are uncertain, and, among other things, Brexit has contributed, and may continue to contribute, to volatility in the prices of securities of companies located in Europe (or elsewhere) and currency exchange rates, including the valuation of the euro and British pound in particular. Any one of these factors, or the combination of more than one of these factors, could negatively affect such foreign companies and the price of securities issued by such companies. Further, geographical regions may react to global factors in different ways, which may cause the prices of securities issued by foreign companies to fluctuate in a way that differs from those of securities issued by U.S. companies. Foreign economies may also differ from the U.S. economy in important respects, including growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency, which may have a positive or negative effect on prices of securities issued by foreign companies.
Further, recent executive orders issued by the U.S. Government prohibit U.S. persons from purchasing or selling publicly traded securities of certain companies that are determined to operate or have operated in the defense and related materiel sector or the surveillance technology sector of the economy of the People’s Republic of China, or publicly traded securities that are derivative of, or that are designed to provide investment exposure to, those securities (including indexed notes). If the prohibitions in those executive orders (or prohibitions under other government regulatory action) become applicable to the offered notes due to determinations regarding the basket component, the value of the notes could be materially and negatively affected, and transactions in, or holdings of, the notes may become prohibited under United States law. Any such action could result in the loss of a significant portion or all of your investment in the notes, including if you attempt to divest the notes at a time when the value of the notes has declined.
Fixed Coupon Barrier Notes |
TS-11 |
Fixed Coupon Barrier Notes |
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The Market Measure
The Basket Components are described in the section “The Basket Components” below. Each Basket Component will be assigned an Initial Component Weight on the pricing date, as set forth in the table below.
For more information on the calculation of the value of the Basket, please see the section entitled “Description of the Notes—Baskets” beginning on page PS-39 of the accompanying product supplement.
If June 18, 2026 were the pricing date, for each Basket Component, its Initial Component Weight, Closing Market Price, hypothetical Component Ratio and Initial Basket Value Contribution would be as follows:
Basket Component |
Current Bloomberg Ticker |
Current Primary Listing |
Initial Component Weight |
Closing Market Price(1)(2) |
Hypothetical Component Ratio(1)(3) |
Initial Basket Value Contribution |
a common share of Cameco Corporation |
CCJ UN |
New York Stock Exchange |
50.00% |
$106.49 |
0.46952766 |
50.00 |
the common stock of Freeport-McMoRan Inc. |
FCX UN |
New York Stock Exchange |
50.00% |
$68.68 |
0.72801398 |
50.00 |
|
|
|
|
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Starting Value |
100.00 |
(2) These were the Closing Market Prices of the Basket Components on June 18, 2026.
(3) Each hypothetical Component Ratio equals the Initial Component Weight of the relevant Basket Component (as a percentage) multiplied by 100, and then divided by the Closing Market Price of that Basket Component on June 18, 2026 and rounded to eight decimal places.
The calculation agent will calculate the Observation Value and Ending Value as described under “Terms of the Notes—Value of the Market Measure” on page TS-4 above.
Fixed Coupon Barrier Notes |
TS-12 |
Fixed Coupon Barrier Notes |
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Hypothetical Historical Values of the Market Measure
Because the Market Measure is a newly created basket and its value will begin to be calculated only on the pricing date, there is no actual historical information about the values of the Market Measure as of the date of this term sheet. Therefore, the hypothetical values of the Market Measure provided in the graph below were calculated from publicly available historical Closing Market Prices of each Basket Component.
The following graph is based on the hypothetical values of the Market Measure for the period from January 1, 2016 through June 18, 2026, assuming that the hypothetical value of the Market Measure was 100 on January 1, 2016. We derived the hypothetical values of the Market Measure based on the method to calculate the value of the Market Measure as described in this term sheet and on actual Closing Market Prices of the relevant Basket Components on the relevant date. The hypothetical value of the Market Measure has been normalized such that its hypothetical value on January 1, 2016 was 100. As noted in this term sheet, the Starting Value will be set at 100 on the pricing date. The value of the Market Measure can increase or decrease due to changes in the prices of the Basket Components.
Hypothetical Historical Performance of the Market Measure
Fixed Coupon Barrier Notes |
TS-13 |
Fixed Coupon Barrier Notes |
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The Basket Components
The table set forth under “The Market Measure” above lists the Basket Components and related information, including their corresponding current Bloomberg tickers, current primary listings, Initial Component Weights, Closing Market Prices on the pricing date, Component Ratios and Initial Basket Value Contributions. The Closing Market Price and Component Ratio of each Basket Component will not be determined until the pricing date.
Where Information About the Underlying Companies Can Be Obtained
The Basket Components are registered under the Securities Exchange Act of 1934. Companies with securities registered under the Exchange Act are required to file financial and other information specified by the U.S. Securities and Exchange Commission (“SEC”) periodically. Information filed by the Underlying Companies with the SEC electronically can be reviewed through a web site maintained by the SEC. The address of the SEC’s web site is sec.gov.
Information about the Underlying Companies may also be obtained from other sources such as press releases, newspaper articles and other publicly available documents.
Neither we, GSG, GS&Co., MLPF&S nor our other or their affiliates make any representation or warranty as to the accuracy or completeness of any materials referred to above, including any filings made by the Underlying Companies with the SEC.
We Obtained the Information About the Underlying Companies From the Underlying Companies’ Public Filings
This term sheet relates only to your note and does not relate to the Basket Components or other securities of the Underlying Companies. We have derived all information about the Underlying Companies in this term sheet from the publicly available information referred to in the preceding subsection. Neither we, GSG, GS&Co., MLPF&S nor our other or their affiliates have participated in the preparation of any of those documents or made any “due diligence” investigation or inquiry with respect to the Underlying Companies in connection with the offering of your note. Furthermore, we do not know whether all events occurring before the date of this term sheet — 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 Basket Components — 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 Companies could affect the value you will receive at maturity and, therefore, the market value of your note.
Neither we, GSG, GS&Co., MLPF&S nor our other or their affiliates make any representation to you as to the performance of the Basket Components.
We, GSG, GS&Co., MLPF&S or our other or their affiliates may currently or from time to time engage in business with the Underlying Companies, including making loans to or equity investments in the Underlying Companies or providing advisory services to the Underlying Companies, including merger and acquisition advisory services. In the course of that business, we, GSG, GS&Co., MLPF&S or our other or their affiliates may acquire non-public information about the Underlying Companies and, in addition, one or more of us, GSG, GS&Co., MLPF&S or our other or their affiliates may publish research reports about the Underlying Companies. As an investor in a note, you should undertake such independent investigation of the Underlying Companies as in your judgment is appropriate to make an informed decision with respect to an investment in a note.
Fixed Coupon Barrier Notes |
TS-14 |
Fixed Coupon Barrier Notes |
|
Historical Closing Market Prices of the Basket Components
The Closing Market Prices of the Basket Components have fluctuated in the past and may, in the future, experience significant fluctuations. In particular, the Basket Components have recently experienced extreme and unusual volatility. Any historical upward or downward trend in the Closing Market Prices of any Basket Components during the period shown below is not an indication that such Basket Components are more or less likely to increase or decrease at any time during the life of your notes.
You should not take the historical prices of a Basket Component as an indication of the future performance of a Basket Component, including because of the recent volatility described above. We cannot give you any assurance that the future performance of any Basket Component will result in you receiving the outstanding principal amount of your notes on the maturity date.
Neither we nor any of our affiliates make any representation to you as to the performance of the Basket Components. Before investing in the offered notes, you should consult publicly available information to determine the relevant prices of the Basket Components between the date of this term sheet and the date of your purchase of the notes and, given the recent volatility described above, you should pay particular attention to recent prices of the Basket Components. The actual performance of a Basket Component over the life of the offered notes, as well as the Redemption Amount, may bear little relation to the historical Closing Market Prices shown below.
The graphs below show the daily historical Closing Market Prices of each Basket Component from January 1, 2016 through June 18, 2026, adjusted for corporate events, if applicable. As a result, the following graphs do not reflect the global financial crisis which began in 2008, which had a materially negative impact on the price of most equity securities. We obtained the Closing Market Prices in the graphs below from Bloomberg Financial Services, without independent verification.
Cameco Corporation
According to publicly available information, Cameco Corporation has operations that span the nuclear fuel cycle from exploration to fuel services, which include uranium production, refining, uranium dioxide and uranium hexafluoride conversion services and CANDU fuel manufacturing for heavy water reactors. Information filed with the SEC by the Underlying Company under the Exchange Act can be located by referencing its SEC file number 001-14228. On June 18, 2026, the Closing Market Price of the common stock of Cameco Corporation was $106.49.
Historical Performance of Cameco Corporation
Fixed Coupon Barrier Notes |
TS-15 |
Fixed Coupon Barrier Notes |
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Freeport-McMoRan Inc.
According to publicly available information, Freeport-McMoRan Inc. is an international metals company. Information filed with the SEC by the Underlying Company under the Exchange Act can be located by referencing its SEC file number 001-11307-01. On June 18, 2026, the Closing Market Price of the common stock of Freeport-McMoRan Inc. was $68.68.
Historical Performance of Freeport-McMoRan Inc.
Fixed Coupon Barrier Notes |
TS-16 |
Fixed Coupon Barrier Notes |
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Supplement to the Plan of Distribution; Conflicts of Interest
See “Supplemental Plan of Distribution” on page PS-43 of the accompanying product supplement and “Plan of Distribution — Conflicts of Interest” on page 127 of the accompanying prospectus. GSFC estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $ .
GSFC will sell to GS&Co., and GS&Co. will purchase from GSFC, the aggregate principal amount of the offered notes specified on the front cover of this term sheet. MLPF&S will purchase the notes from GS&Co. for resale, and will receive a discount in connection with the sale of the notes in an amount up to the full amount of underwriting discount set forth on the cover of this term sheet. MLPF&S will offer the notes at the public offering price set forth on the cover page hereto. GS&Co. is an affiliate of GSFC and GSG and, as such, will have a “conflict of interest” in this offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. We will pay a fee to LFT Securities, LLC for providing certain electronic platform services with respect to this offering, which will reduce the economic terms of the notes to you. An affiliate of MLPF&S has an ownership interest in LFT Securities, LLC.
In connection with the initial offering of the notes, the minimum principal amount of notes that may be purchased by any investor is $100,000.
We will deliver the notes against payment therefor in New York, New York on the settlement date set forth on the cover page of this term sheet. 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 notes 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 notes. 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 notes.
The notes will not be listed on any securities exchange or interdealer quotation system. If you place an order to purchase the notes, you are consenting to MLPF&S and/or one of its affiliates acting as a principal in effecting the transaction for your account.
The value of the notes shown on your account statement will be based on GS&Co.’s estimate of the value of the notes if GS&Co. were to make a market in the notes, which they are not obligated to do. That estimate will be based upon the price that GS&Co. may pay for the notes in light of then-prevailing market conditions and other considerations as described under “Risk Factors — Valuation- and Market-related Risks — The estimated value of your notes at the time the terms of your notes are set on the pricing date (as determined by reference to pricing models used by GS&Co.) is less than the public offering price of your notes.” on page TS-9 of this term sheet.
Fixed Coupon Barrier Notes |
TS-17 |
Fixed Coupon Barrier Notes |
|
Structuring the Notes
The notes are our debt securities, the return on which is linked to the performance of the Market Measure. The related guarantees are GSG’s obligations. As is the case for all of our debt securities, including our market-linked notes, the economic terms of the notes reflect our and GSG’s actual or perceived creditworthiness at the time of pricing. The economic terms of the notes are based upon 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 notes. These variables will influence the economic terms of the notes and the initial estimated value of the notes on the pricing date. In addition, the underwriting discount and costs incurred in creating, documenting and marketing the notes will reduce the economic terms of the notes and the initial estimated value of the notes on the pricing date.
At maturity, we are required to pay the Redemption Amount to holders of the notes, which will be calculated based on the performance of the Market Measure and the $10 per unit principal amount. In order to meet these payment obligations, at the time we issue the notes, we have entered into, or expect to enter into, certain hedging arrangements (which may include call options, put options or other derivatives) with GS&Co. or one of our other affiliates. The terms of these hedging arrangements may take into account a number of factors, including our and GSG’s creditworthiness, interest rate movements, the volatility of the Market Measure, the tenor of the notes and the tenor of the hedging arrangements. See “Hedging” on page PS-22 in the accompanying product supplement for additional information.
For further information, see “Risk Factors—Valuation- and Market-related Risks” and “—Conflict-related Risks” beginning on page PS-10 and PS-13, respectively, and “Use of Proceeds” on page PS-22 of the accompanying product supplement.
Fixed Coupon Barrier Notes |
TS-18 |
Fixed Coupon Barrier Notes |
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Summary Tax Consequences
You should consider the U.S. federal income tax consequences of an investment in the notes, including the following:
You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws. You should review carefully the discussion under the section entitled “U.S. Federal Income Tax Summary” beginning on page PS-46 of the accompanying product supplement. Non-U.S. holders are urged to consult their tax advisor concerning the U.S. federal income tax consequences of investing in the notes.
Where You Can Find More Information
We and GSG have filed a registration statement (including a product supplement, a prospectus supplement, and a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read the Note Prospectus, including this term sheet, and the other documents relating to this offering that we and GSG have filed with the SEC, for more complete information about us, GSG and this offering. You may get these documents without cost by visiting EDGAR on the SEC website at www.sec.gov or, alternatively, by calling MLPF&S toll-free at 1-800-294-1322.
Fixed Coupon Barrier Notes |
TS-19 |