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Goldman Sachs (GS) prospectus: BlackRock Dynamic Factor Index details and risks

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Form Type
424B3

Rhea-AI Filing Summary

Goldman Sachs & Co. LLC presents a BlackRock® Dynamic Factor Index supplement addendum dated May 22, 2026 describing the index methodology, historical performance and risks for securities linked to the index. The index combines an equity ETF basket (up to five ETFs), a fixed income ETF basket (up to three ETFs) and a cash constituent and measures whether those underlying assets outperform the sum of the return on SOFR plus 0.26161% and an additional 0.65% per annum fee (accruing daily).

The index targets limiting volatility to 5%, rebalances equity weights monthly and fixed income weights daily, and has allocated as much as 85.5% to cash in the recent past. Annualized performance since January 1, 2021 is shown as -2.48% with realized volatility 4.94%. The addendum cautions that limited post-LIBOR data are available because the index replaced 3-month USD LIBOR with SOFR plus 0.26161% effective December 28, 2021.

Positive

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Insights

The index prioritizes volatility control and cash allocation over pure equity upside.

The index dynamically allocates among an equity ETF basket, a fixed income ETF basket and a cash constituent using factor signals (economic regime, value and momentum) and realized-volatility targeting to aim for a 5% volatility cap. Historical data show heavy cash allocations—up to 85.5%—which materially depress exposure to equity upside.

Key dependencies include the reliability of factor signals, the behavior of medium-term rates for fixed income weighting, and the notional interest-rate benchmark substitution to SOFR effective December 28, 2021. Subsequent disclosures or updated index histories will clarify post-LIBOR behavior.

Significant implementation and benchmark risks are disclosed, particularly around cash drag and benchmark transition.

The addendum lists concentration, model, liquidity, ETF tracking and benchmark-change risks; it notes the cash constituent and the index’s deductive benchmark (SOFR + 0.26161% + 0.65%) meaning the underlying assets must exceed that sum for positive index returns. Historical annualized performance since January 1, 2021 is -2.48% with realized volatility 4.94%, and the maximum peak-to-trough drawdown is -19.10%.

Watch for updated index histories and any policy changes from the index administrator that could affect future index level calculations; cash allocation and SOFR path are primary drivers of outcomes.

Maximum cash allocation 85.5% historical high allocation to cash constituent
Volatility target 5% goal to limit index volatility
Annualized performance -2.48% since January 1, 2021
Annualized realized volatility 4.94% since January 1, 2021
Maximum drawdown -19.10% peak-to-trough drawdown since January 1, 2021
Benchmark spread components SOFR +0.26161% +0.65% p.a. notional interest-rate benchmark deducted from underlying returns
Cash Constituent financial
"the cash constituent reflected notional returns accruing to a hypothetical investor"
Realized Volatility financial
"Annualized Realized Volatility (since January 1, 2021)"
Realized volatility is a backward-looking measure of how much an asset’s price actually moved over a past period, usually expressed as the typical size of its day-to-day swings. Investors use it as a factual gauge of historical risk—like checking how bumpy a road has been—to judge whether current prices, risk limits, or trading strategies match real market behavior and to spot when expectations about future swings may be too high or low.
Factor "Alphas" financial
"values used to calculate factor "Alphas" should not be interpreted as a measure"
CFNAI regulatory
"The Economic Regime Factor Signal may not be successful in respect of the CFNAI"
Offering Type other

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FAQ

What does the BlackRock Dynamic Factor Index measure for GS notes?

It measures whether the combined return of selected equity ETFs, fixed income ETFs and cash outperforms SOFR plus 0.26161% and an additional 0.65% per annum (accruing daily). The index subtracts that combined notional rate from the underlying assets’ performance.

How much cash has the index held historically?

The index has allocated up to 85.5% to the cash constituent in the recent past. High cash allocation reduces exposure to ETF upside and increases the ETF return required for the index to rise.

What is the index volatility target and has it been met historically?

The index aims to limit volatility to 5% using daily allocations and rebalancing. Historical annualized realized volatility since January 1, 2021 is reported as 4.94%, per the provided table.

How did the index handle the LIBOR to SOFR transition?

On December 28, 2021, the index replaced 3-month USD LIBOR with SOFR plus 0.26161%. The addendum states extremely limited post-LIBOR history exists, which may complicate evaluating recent index behavior.

 

May 2026 BlackRock® Dynamic Factor Index Supplement Addendum to the BlackRock® Dynamic Factor Index Supplement, the Prospectus Supplement and the Prospectus, each as may be amended from time to time, that form a part of Registration Statement No. 333-284538

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-284538

 

img193871441_0.jpg

GS Finance Corp.

Medium-Term Notes, Series F

guaranteed by

The Goldman Sachs Group, Inc.

 

BlackRock® Dynamic Factor Index

The BlackRock® Dynamic Factor Index (the index) measures the extent to which the performance of the combination of an equity ETF basket composed of up to five equity ETFs, a fixed income ETF basket composed of up to three fixed income ETFs and a cash constituent (together with the ETFs, the underlying assets) outperforms the sum of the return on (i) the Secured Overnight Financing Rate (SOFR) plus 0.26161% plus (ii) an additional 0.65% per annum fee (accruing daily). The weights of the ETFs within the equity ETF basket are determined based on three common economic measures (factors) – “economic regime”, “value” and “momentum”, while the weights of the ETFs within the fixed income ETF basket are determined based on how medium-term interest rates are trending. The relative weights of the equity ETF basket, the fixed income ETF basket and the cash constituent that compose the index are determined based on measures of volatility using the past returns of the ETFs (i.e., the degree of variation in past returns given the various weightings of these components). The equity ETF basket rebalances monthly and the fixed income ETF basket rebalances on each index business day. Allocations of the index among the equity ETF basket, the fixed income ETF basket and the cash constituent are determined on each index business day with a goal of limiting volatility (i.e., the degree of variation in the past returns) to no more than 5%.

As a result of such allocations, the index may include limited exposure to the ETFs and may allocate a significant portion of its exposure to the cash constituent, the return on which will be less than the sum of the return on (i) SOFR plus 0.26161% plus (ii) 0.65% per annum. In the recent past, a very significant portion (up to 85.5%) of the index has been allocated to the cash constituent. The greater the percentage of the index allocated to the cash constituent, the higher the return that will be required on the ETFs in order to have a return on your investment.

Because the index measures the performance of the selected underlying assets less the sum of the return on (i) SOFR plus 0.26161% plus (ii) 0.65% per annum (accruing daily), on any day such underlying assets must outperform the return on (i) SOFR plus 0.26161% plus (ii) 0.65% per annum for the index level to increase.

Prior to December 28, 2021, the index measured the extent to which the performance of the combination of the underlying assets outperformed the sum of the return on 3-month USD LIBOR plus an additional 0.65% per annum fee (accruing daily). Further, prior to such date, the cash constituent reflected notional returns accruing to a hypothetical investor from an investment in a notional money market account that accrued interest at 3-month USD LIBOR, which return was less than the return on the sum of 3-month USD LIBOR plus 0.65% per annum. As a result, extremely limited historical information regarding the performance of the index subsequent to its discontinued use of 3-month USD LIBOR is available, which may make it difficult for you to make an informed decision with respect to an investment in the notes.

Index Performance versus Selected Benchmarks*

The following chart and table provide a comparison between the index and certain classes of assets (in each case, represented by a benchmark equity ETF (the iShares® Core S&P 500 ETF (IVV)) and a benchmark fixed income ETF (the iShares® 7-10 Year Treasury Bond ETF (IEF)) from January 1, 2021 to May 1, 2026.

img193871441_1.jpg

 

* Index data reflects the index’s use of 3-month USD LIBOR prior to December 28, 2021. The index discontinued use of 3-month USD LIBOR for all purposes on December 28, 2021 and replaced such rate with SOFR plus 0.26161%. Therefore, extremely limited information regarding the performance of the index subsequent to its discontinued use of 3-month USD LIBOR is available, which may make it difficult for you to make an informed decision with respect to an investment in the notes.

Your investment in securities linked to the index involves certain risks. See “Selected Risk Factors” on page S-3 to read about investment risks relating to such securities.

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 index supplement addendum, the applicable pricing supplement, the applicable product supplement, if any, the accompanying index supplement, the accompanying prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The securities 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

May 2026 BlackRock® Dynamic Factor Index Supplement Addendum dated May 22, 2026.

S-1


May 2026 BlackRock® Dynamic Factor Index Supplement Addendum

Dated May 22, 2026

 

As of May 1, 2026

BlackRock® Dynamic Factor Index****

 iShares® Core S&P 500 ETF (IVV)

iShares® 7-10 Year Treasury Bond ETF (IEF)

Effective Performance (1 Month)

1.53%

10.02%

0.01%

Effective Performance (6 Month)

0.24%

6.32%

0.01%

Annualized* Performance (since January 1, 2021)

-2.48%

15.02%

-1.75%

Annualized* Realized Volatility (since January 1, 2021)

4.94%

16.77%

7.56%

Return over Risk (since January 1, 2021)**

-0.50

0.90

-0.23

Maximum Peak-to-Trough Drawdown***

-19.10%

-33.90%

-23.93%

*

Calculated on a per annum percentage basis.

**

Calculated by dividing the annualized performance by the annualized realized volatility since January 1, 2021.

***

The largest percentage decline experienced in the relevant measure from a previously occurring maximum level.

****

Index data reflects the index’s use of 3-month USD LIBOR prior to December 28, 2021. The index discontinued use of 3-month USD LIBOR for all purposes on December 28, 2021 and replaced such rate with SOFR plus 0.26161%. Therefore, extremely limited information regarding the performance of the index subsequent to its discontinued use of 3-month USD LIBOR is available, which may make it difficult for you to make an informed decision with respect to an investment in the notes.

Please note that the benchmark ETFs that are used to represent asset classes for purposes of the above table and chart may not be underlying assets for purposes of the index at any particular time (or at all) and in some cases differ from the underlying assets that are used to represent classes of assets with the same or similar titles for purposes of the index. You should not take the historical index information or historical benchmark ETF data as an indication of the future performance of the index.

Underlying Asset Weightings

As of May 1, 2026, the following chart sets forth the weighting of each underlying asset and the historical average percentage weightings of the underlying assets, the highest percentage weightings of the underlying assets and the percentage of index business days with positive weightings for the underlying assets from January 1, 2021 to May 1, 2026. This data reflects the same historical information as in the previous tables. You should not take the historical information as an indication of the future performance of the index.

Underlying Asset

Weighting (as of May 1, 2026)*

Average Weighting (as of May 1, 2026)*

Highest Weighting (as of May 1, 2026)*

Percentage of Index Business Days When Underlying Asset is Included in the Index (as of May 1, 2026)*

iShares® MSCI USA Momentum Factor ETF

7.06%

11.1%

41.1%

97.3%

iShares® MSCI USA Quality Factor ETF

0.46%

16.9%

33.1%

79.7%

iShares® MSCI USA Size Factor ETF

6.11%

6.4%

46.4%

86.6%

iShares® MSCI USA Min Vol Factor ETF

2.74%

4.6%

24.7%

91.1%

iShares® MSCI USA Value Factor ETF

5.72%

4.6%

26.3%

80.2%

iShares® 1-3 Year Treasury Bond ETF

0.00%

7.8%

38.7%

32.8%

iShares® 7-10 Year Treasury Bond ETF

21.17%

22.3%

40.0%

100.0%

iShares® 20+ Year Treasury Bond ETF

21.17%

14.5%

40.0%

70.1%

Cash Constituent**

35.58%

24.3%

85.5%

89.4%

* Current weighting information is updated from time to time by the index administrator at blackrock.com/us/individual/products/309029/blackrock-dynamic-factor-index. We are not incorporating by reference the website or any material it includes in this disclosure statement supplement.

** Prior to December 28, 2021, the cash constituent reflected notional returns accruing to a hypothetical investor from an investment in a notional money market account that accrued interest at 3-month USD LIBOR.

Underlying Assets

The following is a list of the underlying assets for the index, including the related asset classes, asset class minimum and maximum weights and underlying asset minimum and maximum weights.

 

Asset Class

 

 

Underlying Asset

Asset Class

Minimum Weight

Maximum Weight

Underlying Asset*

Ticker

Minimum Weight

Maximum Weight

Equities

0%

100%

iShares® MSCI USA Momentum Factor ETF

MTUM

0%

60%

iShares® MSCI USA Size Factor ETF

SIZE

0%

60%

iShares® MSCI USA Quality Factor ETF

QUAL

0%

60%

iShares® MSCI USA Value Factor ETF

VLUE

0%

60%

iShares® MSCI USA Min Vol Factor ETF

USMV

0%

60%

Fixed Income

0%

100%

iShares® 1-3 Year Treasury Bond ETF

SHY

0%

50%

iShares® 7-10 Year Treasury Bond ETF

IEF

50%

50%

iShares® 20+ Year Treasury Bond ETF

TLT

0%

50%

Cash Equivalent

0%

100%**

Cash Constituent

N/A

0%

100%**

* The value of a share of an ETF may reflect transaction costs and fees incurred or imposed by the investment advisor of the ETF as well as the costs to the ETF to buy and sell its assets. These costs and fees are not included in the calculation of the index underlying the ETF.

** The index may allocate a significant portion of its exposure to the cash constituent. In the recent past, a very significant portion (up to 85.5%) of the index has been allocated to the cash constituent.

S-2


May 2026 BlackRock® Dynamic Factor Index Supplement Addendum

Dated May 22, 2026

 

Selected Risk Factors

An investment in securities linked to the index is subject to the risks described below as well as the risks and considerations described in the accompanying BlackRock® Dynamic Factor index supplement no. 77, the applicable pricing supplement, the applicable product supplement, if any, the accompanying prospectus supplement and the accompanying prospectus. The following risk factors are discussed in greater detail in the applicable pricing supplement and the accompanying BlackRock® Dynamic Factor index supplement no. 77.

Risks Related to the Index

The Index Measures the Performance of the Underlying Assets Less the Sum of the Return on the Notional Interest Rate Plus 0.65% Per Annum (Accruing Daily)
The Index May Be Significantly Uninvested in Underlying Assets That May Have Higher Returns
The Index May Not Achieve its Volatility Target
The Factor-Based Investment Methodology Used by the Index May Not Be Successful
Your Investment in the Securities May Be Subject to Concentration Risks. Both the index and the equity ETFs attempt to follow factor-based investment strategies that may, in practice, favor a particular market sector or industry under certain conditions
You May Not Have Exposure to One or More of the Underlying Assets During the Term of the Securities
Maximum Weights, Volatility Constraints and Other Index Features May Affect the Index’s Exposure to Underlying Assets
The Index Weightings May Be Ratably Rebalanced into the Cash Constituent on Any or All Days During the Term of the Securities
Some of the ETFs Have Limited Performance Histories and May Perform in Unexpected Ways
The Index Administrator Relies on Data Provided By Third Parties Without Independent Verification
The Algorithm Used By the Index Administrator May Not Identify Globally Optimum Solutions
Certain Values Used to Calculate Factor “Alphas” Should Not Be Interpreted as a Measure of the Absolute or Relative Ability of the Factors to Explain or Predict Equity ETF Returns of Any Type
The Economic Regime Factor Signal May Not Be Successful and May Not Outperform any Alternative Strategies That Might Be Employed in Respect of the CFNAI
The Index Uses CFNAI Data “As Released”, and Does Not Take Subsequent Revisions of the CFNAI Data Into Account
The Index Does Not Use CFNAI Data in the Same Manner as Contemplated by the Staff of the Federal Reserve Bank of Chicago
If the Level of the Index Changes, the Market Value of Your Securities May Not Change in the Same Manner
Past Index Performance is No Guide to Future Performance
The Lower Performance of One Underlying Asset May Offset an Increase in the Other Underlying Assets
Correlation of Performances Among the Underlying Assets May Reduce the Performance of the Index
The Policies of the Index Administrator and the Blackrock Index Services Governance Committee, and Changes That Affect the Index or the Underlying Assets, Could Affect the Amount Payable on Your Securities and Their Market Value
On December 28, 2021, the Index Discontinued Use of 3-Month USD LIBOR For All Purposes and Replaced Such Rate
Certain Risks Related to SOFR
The Historical Levels of the Notional Interest Rate Are Not an Indication of the Future Levels of the Notional Interest Rate

Risks Related to the ETFs
Risks Related to All of the ETFs

The ETFs Are Passively Managed to Track an Index and May Not Perform as Well as an Actively Managed Fund or Another Investment
There is No Affiliation Between Us and Any Issuer of Assets Held by Any ETF or Any Sponsor of Any ETF

S-3


May 2026 BlackRock® Dynamic Factor Index Supplement Addendum

Dated May 22, 2026

 

The Policies of the ETF Sponsors and/or Investment Advisor, and the Policies of Any Sponsor of an Underlying Index Tracked by an ETF, Could Affect the Level of the Index
There is No Assurance That an Active Trading Market Will Continue for the ETFs or That There Will Be Liquidity in Any Such Trading Market; Further, Each ETF is Subject to Management Risks, Securities Lending Risks and Custody Risks
The ETFs May Be Subject to Pricing Dislocations and Other Market Forces, Which May Adversely Affect the Level of the Index
The Values of the ETFs May Not Completely Track the Level of the Indices Underlying Such ETFs
The ETFs May Be Subject to Global or Regional Financial Risks, Which May Adversely Affect the Level of the Index

Risks Related to Eligible ETFs concentrated in the Information Technology sector

Certain ETFs Are Concentrated in the Information Technology Sector and Do Not Provide Diversified Exposure

Risks Related to the iShares® MSCI USA Momentum Factor ETF

Momentum Securities Risk

Risks Related to the iShares® MSCI USA Quality Factor ETF

Quality Securities Risk

Risks Related to the iShares® MSCI USA Size Factor ETF

Low Size Risk

Risks Related to the iShares® MSCI USA Min Vol Factor ETF

Volatility Risk

Risks Related to the iShares® MSCI USA Value Factor ETF

Value Risk

Risks Related to ETFs Holding U.S. Government Debt Securities

Your Investment is Subject to Concentration Risks. Certain of the ETFs invest in U.S. Treasury bonds that are all obligations of the United States and in securities with a similar remaining time to maturity. As a result, these ETFs are concentrated in the performance of bonds issued by a single issuer and having the same general tenor and terms
ETFs Holding U.S. Government Bonds May Change in Unexpected Ways

Risks Related to ETFs Holding Debt Securities

Your Investment is Subject to Income Risk and Interest Rate Risk

 

About This Index Supplement Addendum

GS Finance Corp. may use this index supplement addendum in the initial sale of the securities. In addition, Goldman Sachs & Co. LLC (GS&Co.), or any other affiliate of GS Finance Corp., may use this index supplement addendum in a market-making transaction in a security after its initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, this index supplement addendum is being used in a market-making transaction.

 

This index supplement addendum constitutes a supplement to the documents listed below and therefore should be read in conjunction with such documents:

BlackRock® Dynamic Factor index supplement no. 77 dated May 22, 2026
Prospectus supplement dated February 14, 2025
Prospectus dated February 14, 2025

 

S-4


 

 

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 index supplement addendum, the accompanying index supplement no. 77, the accompanying prospectus supplement or the accompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. This index supplement addendum is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this index supplement addendum, the accompanying index supplement no. 77, the accompanying prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.

TABLE OF CONTENTS

May 2026 BlackRock® Dynamic Factor Index Supplement Addendum dated May 22, 2026

BlackRock® Dynamic Factor Index

S-1

Index Performance versus Selected Benchmarks

S-1

Underlying Asset Weightings

S-2

Underlying Assets

S-2

Selected Risk Factors

S-3

About This Index Supplement Addendum

S-4

 

 

S-5