Free Writing Prospectus pursuant to Rule 433 dated February 9, 2026
Registration Statement No. 333-284538
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Autocallable Goldman Sachs Momentum Builder® Focus ER Index-Linked Notes due |
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OVERVIEW |
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The notes do not bear interest. Unless your notes are automatically called on any semi-annual call observation date beginning in February 2027, the amount that you will be paid on your notes on the stated maturity date will be based on the performance of the Goldman Sachs Momentum Builder® Focus ER Index as measured from the trade date to and including the determination date. If the final index level (the closing level of the index on the determination date) is greater than or equal to 102% of the initial index level (set on the trade date and will be an intra-day level or the closing level of the index on the trade date), the return on your notes will be positive and you will receive the maximum settlement amount of $1,927.5 for each $1,000 face amount of your notes. If the final index level is less than 102% of the initial index level, you will receive 100% of the face amount of your notes. Your notes will be called if the closing level of the index on any call observation date is greater than or equal to 102% of the initial index level, resulting in a payment on the corresponding call payment date (the third business day after the call observation date) equal to the face amount of your notes plus the product of $1,000 times the applicable call return.
The index measures the performance of a “base index” and non-interest bearing cash positions subject to certain deductions, as described in further detail below. On each index business day, exposure to the base index will be reduced and exposure to the non-interest bearing cash positions increased if (i) the realized volatility of the base index exceeds a volatility control limit of 5% (we refer to the base index, after applying this volatility control limit, as the “volatility controlled index”) or (ii) the volatility controlled index has exhibited negative price momentum.
The base index is composed of underlying assets, which consist of (i) nine underlying indices, potentially providing exposure to the following asset classes: focused U.S. equities; other developed market equities; developed market fixed income; emerging market equities; and commodities; and (ii) a money market position that accrues interest at a rate equal to the federal funds rate (the “return-based money market position”). The base index rebalances on each index business day based on historical returns of the underlying assets, subject to a limitation on realized volatility (which is separate from the volatility control mechanism described in the paragraph above) and minimum and maximum weights for the underlying assets and asset classes. As a result of the rebalancing, the base index may include as few as 2 underlying assets (including the return-based money market position) and may never include some of the underlying indices or asset classes.
The daily base index return is subject to a deduction equal to the return on the federal funds rate and, in addition, the entire index is subject to a deduction of 0.65% per annum (accruing daily).
The net effect of the deduction for the federal funds rate on the base index and the 0.65% deduction on the full index means that any aggregate exposure to the return-based money market position or the non-interest bearing cash positions will reduce the index performance on a pro rata basis by 0.65%. A very significant portion of the index has been, and may be in the future, allocated to the return-based money market position and the non-interest bearing cash positions.
The description above is only a summary. For a more detailed description of the index, including information about the fees and deductions that are applied to the index, see “Index Summary” in the accompanying preliminary pricing supplement.
If your notes are not called, at maturity, for each $1,000 face amount of your notes, you will receive an amount in cash equal to:
You should read the accompanying preliminary pricing supplement dated February 9, 2026, which we refer to herein as the accompanying preliminary pricing supplement, to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc.
KEY TERMS |
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CUSIP/ISIN: |
40058XJE5 / US40058XJE58 |
Company (Issuer): |
GS Finance Corp. |
Guarantor: |
The Goldman Sachs Group, Inc. |
Index: |
Goldman Sachs Momentum Builder® Focus ER Index (current Bloomberg symbol: "GSMBFC5 Index") |
Trade date: |
expected to be February 17, 2026 |
Settlement date: |
expected to be February 20, 2026 |
Determination date: |
expected to be February 17, 2033 |
Stated maturity date: |
expected to be February 23, 2033 |
Hypothetical Payment on a Call Payment Date |
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If your notes are automatically called on the first call observation date (i.e., on the first call observation date the closing level of the index is greater than or equal to 102% of the initial index level), the amount in cash that we would deliver for each $1,000 face amount of your notes on the applicable call payment date would be the sum of (i) $1,000 plus (ii) the product of the applicable call return times $1,000. Therefore, if the closing level of the index on the first call observation date were determined to be 120% of the initial index level, your notes would be automatically called and the amount in cash that we would deliver on your notes on the corresponding call payment date would be 113.25% of the face amount of your notes or $1,132.5 for each $1,000 face amount of your notes. Even if the closing level of the index on a call observation date exceeds 102% of the initial index level, causing the notes to be automatically called, the amount in cash payable on the call payment date will be limited due to the applicable call return. |
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Hypothetical Payment Amount At Maturity |
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The Notes Have Not Been Automatically Called |
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Hypothetical Final Index Level (as % of the Initial Index Level) |
Hypothetical Payment Amount at Maturity (as % of Face Amount) |
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200.00% |
192.75% |
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150.00% |
192.75% |
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125.00% |
192.75% |
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110.00% |
192.75% |
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102.00% |
192.75% |
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100.50% |
100.00% |
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100.00% |
100.00% |
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80.00% |
100.00% |
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75.00% |
100.00% |
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50.00% |
100.00% |
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25.00% |
100.00% |
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0.00% |
100.00% |
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This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the index, the terms of the notes and certain risks.
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Payment amount at maturity (for each $1,000 face amount of your notes): |
• if the final index level is greater than or equal to 102% of the initial index level, the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the maturity date return; or • if the final index level is less than 102% of the initial index level, $1,000. |
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Company’s redemption right (automatic call feature): |
if a redemption event occurs, then the outstanding face amount will be automatically redeemed in whole and the company will pay an amount in cash on the following call payment date, for each $1,000 of the outstanding face amount, equal to the sum of (i) $1,000 plus (ii) the product of (a) $1,000 times (b) the applicable call return specified in the table set forth under “Call observation dates” below |
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Redemption event: |
a redemption event will occur if, as measured on any call observation date, the closing level of the index is greater than or equal to 102% of the initial index level |
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Initial index level: |
set on the trade date and will be an intra-day level or the closing level of the index on the trade date |
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Final index level: |
the closing level of the index on the determination date |
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Maturity date return: |
92.75% |
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Call return: |
with respect to any call payment date, the applicable call return specified in the table set forth under “Call observation dates” below; as shown in such table, the call return increases the longer the notes are outstanding |
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Call observation dates: |
expected to be the dates specified as such in the table below |
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Call Observation Date |
Call Return |
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February 17, 2027 |
13.25% |
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August 17, 2027 |
19.875% |
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February 17, 2028 |
26.5% |
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August 17, 2028 |
33.125% |
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February 20, 2029 |
39.75% |
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August 17, 2029 |
46.375% |
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February 19, 2030 |
53% |
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August 19, 2030 |
59.625% |
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February 18, 2031 |
66.25% |
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August 18, 2031 |
72.875% |
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February 17, 2032 |
79.5% |
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August 17, 2032 |
86.125% |
Call payment dates: |
expected to be the third business day after each call observation date |
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Estimated value range: |
$885 to $925 (which is less than the original issue price; see accompanying preliminary pricing supplement) |
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This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the index, the terms of the notes and certain risks.
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About Your Notes |
GS Finance Corp. and The Goldman Sachs Group, Inc. have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement, MOBU Focus ER index supplement no. 7, January 2026 MOBU Focus ER index supplement addendum and preliminary pricing supplement listed below) with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus, prospectus supplement, MOBU Focus ER index supplement no. 7, January 2026 MOBU Focus ER index supplement addendum and preliminary pricing supplement, and any other documents relating to this offering that GS Finance Corp. and The Goldman Sachs Group, Inc. have filed with the SEC for more complete information about us and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at sec.gov. Alternatively, we will arrange to send you the prospectus, prospectus supplement, MOBU Focus ER index supplement no. 7, January 2026 MOBU Focus ER index supplement addendum and preliminary pricing supplement if you so request by calling (212) 357-4612.
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 document should be read in conjunction with the following:
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the index, the terms of the notes and certain risks.
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RISK FACTORS |
An investment in the notes is subject to risks. Many of the risks are described in the accompanying preliminary pricing supplement, accompanying MOBU Focus ER index supplement no. 7, accompanying prospectus supplement and accompanying prospectus. Below we have provided a list of certain risk factors discussed in such documents. Although the risk factors included in the accompanying preliminary pricing supplement have been classified into two categories (risk overview and risks related to the index), and the accompanying MOBU Focus ER index supplement no. 7 includes a third category of risks (risks related to the eligible underlying indices), the order and document in which any category of risks appears is not intended to signify any decreasing (or increasing) materiality of these risks. In addition to the below, you should read in full “Additional Risk Factors Specific to Your Notes” in the accompanying preliminary pricing supplement and “Additional Risk Factors Specific to the Eligible Underlying Indices” in the accompanying MOBU Focus ER index supplement no. 7, as well as the risks and considerations described in the accompanying prospectus supplement and accompanying prospectus.
The following risk factors are discussed in greater detail in the accompanying preliminary pricing supplement:
Risks Overview
Risks Related to Structure, Valuation and Secondary Market Sales
The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes
The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor
You May Receive Only the Face Amount of Your Notes at Maturity
Your Notes Do Not Bear Interest
The Amount in Cash That You Will Receive on a Call Payment Date or on the Stated Maturity Date is Not Linked to the Closing Level of the Underlier at Any Time Other Than on the Applicable Call Observation Date or on the Determination Date, as the Case May Be
The Amount You Will Receive on a Call Payment Date or on the Stated Maturity Date, as the Case May Be, Will Be Limited
Your Notes Are Subject to Automatic Redemption
The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors
If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will Be Negatively Affected
You Have No Shareholder Rights or Rights to Receive Any Shares or Units of Any Eligible Underlying Index, or Any Assets Held by Any Eligible Underlying Index or the Money Market Position
The Note Calculation Agent Will Have the Authority to Make Determinations That Could Affect the Market Value of Your Notes, When Your Notes Mature and the Amount You Receive at Maturity
Your Notes May Not Have an Active Trading Market
The Note Calculation Agent Can Postpone Any Call Observation Date or the Determination Date if a Non-Trading Day Occurs
We May Sell an Additional Aggregate Face Amount of the Notes at a Different Issue Price
Risks Related to Conflicts of Interest
Hedging Activities by Goldman Sachs or Our Distributors May Negatively Impact Investors in the Notes and Cause Our Interests and Those of Our Clients and Counterparties to be Contrary to Those of Investors in the Notes
Goldman Sachs’ Trading and Investment Activities for its Own Account or for its Clients, Could Negatively Impact Investors in the Notes
Goldman Sachs’ Market-Making Activities Could Negatively Impact Investors in the Notes
You Should Expect That Goldman Sachs Personnel Will Take Research Positions, or Otherwise Make Recommendations, Provide Investment Advice or Market Color or Encourage Trading Strategies That Might Negatively Impact Investors in the Notes
Goldman Sachs Regularly Provides Services to, or Otherwise Has Business Relationships with, a Broad Client Base, Which May Include the Sponsors of the Index or the Eligible Underlying Indices or Other Entities That Are Involved in the Transaction
The Offering of the Notes May Reduce an Existing Exposure of Goldman Sachs or Facilitate a Transaction or Position That Serves the Objectives of Goldman Sachs or Other Parties
Other Investors in the Notes May Not Have the Same Interests as You
Risks Related to Tax
Certain Considerations for Insurance Companies and Employee Benefit Plans
Your Notes Will Be Treated as Debt Instruments Subject to Special Rules Governing Contingent Payment Debt Instruments for U.S. Federal Income Tax Purposes
Foreign Account Tax Compliance Act (FATCA) Withholding May Apply to Payments on Your Notes, Including as a Result of the Failure of the Bank or Broker Through Which You Hold the Notes to Provide Information to Tax Authorities
Risks Related to the Index
The Index Measures the Performance of the Underlying Assets on an Excess Return Basis Less the Deduction Rate
Your Investment in the Notes May Be Subject to Concentration Risks
You May Not Have Exposure to One or More of the Eligible Underlying Assets During the Term of the Notes
The Weight of Each Index Underlying Asset in the Base Index Reflects the Average of the Average of the Weights of Such Index Underlying Asset Over Three Look-Back Periods and Over the Weight Averaging Period
The Index May Not Successfully Capture Price Momentum and May Not Achieve its Target Volatility
The Index May Not Successfully Limit Volatility
Base Index Asset Class Maximum Weights May in Many Cases Prevent All of the Eligible Base Index Underlying
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the index, the terms of the notes and certain risks.
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Assets in a Base Index Asset Class From Being Included in the Base Index at Their Base Index Underlying Asset Maximum Weights
The Index’s Exposure to the Performance of Underlying Indices May Be Limited by Deleveraging and the Weight and Volatility Constraints
If the Level of the Index Changes, the Market Value of Your Notes May Not Change in the Same Manner
Past Index Performance is No Guide to Future Performance
The Lower Performance of One Index Underlying Asset May Offset an Increase in the Other Index Underlying Assets
Because Historical Returns and Realized Volatility Are Measured on an Aggregate Basis, Index Underlying Assets Could Include Eligible Underlying Assets With a High Realized Volatility and Could Exclude Eligible Underlying Assets With a High Historical Return
Correlation of Performances Among the Index Underlying Assets May Reduce the Performance of the Index
The Index May Have a Very Substantial Allocation to Hypothetical Cash Positions and Other Potentially Low-Yielding Assets on Any or All Days During the Term of the Notes
The Index’s Momentum Risk Control Adjustment Mechanism May Not Work as Intended and May Limit Returns
Base Index Allocations May Be Affected by the Methodology Algorithm
The Eligible Underlying Indices are Linked to Futures Strategies
Certain Eligible Underlying Assets are Subject to an Internal Currency Hedge, Which May Not be Effective
The Index May Perform Poorly During Periods Characterized by Increased Short-Term Volatility
Index Market Disruption Events Could Affect the Level of the Index on Any Date
The Index Has a Limited Operating History
The Historical Levels of the Notional Interest Rate Are Not an Indication of the Future Levels of the Notional Interest Rate
The Policies of the Index Sponsor, Index Committee and Index Calculation Agent, and Changes That Affect the Index or the Underlying Indices, Could Affect the Cash Settlement Amount on Your Notes and Their Market Value
The Historical Levels of the Notional Interest Rate Are Not an Indication of the Future Levels of the Notional Interest Rate
The Index Calculation Agent Will Have Authority to Make Determinations that Could Affect the Value of Your Notes and the Amount You Receive at Maturity. The Goldman Sachs Group, Inc. Owns a Non-Controlling Interest in the Index Calculation Agent
As Index Sponsor, GS&Co. Can Replace the Index Calculation Agent at Any Time
The Index Calculation Agent Can Resign Upon Notification to the Index Sponsor
The following risk factors are discussed in greater detail in the accompanying MOBU Focus ER index supplement no. 7:
Risks Related to the Eligible Underlying Indices
Risks related to eligible underlying indices comprised of futures contracts (including the US Equity Futures Rolling Strategy Index, the US Technology Equity Futures Rolling Strategy Series Q Total Return Index, the European Equity Futures Rolling Strategy Index, the Japanese Equity Futures Rolling Strategy Index, the US Government Bond Futures Rolling Strategy Index, the European Government Bond Futures Rolling Strategy Index, the Japanese Government Bond Futures Rolling Strategy Index, the Emerging Markets Equity Futures Rolling Strategy Index and the Bloomberg Gold Subindex Total Return)
Risks related to eligible underlying indices sponsored by Goldman Sachs International (including the US Equity Futures Rolling Strategy Index, the US Technology Equity Futures Rolling Strategy Series Q Total Return Index, the European Equity Futures Rolling Strategy Index, the Japanese Equity Futures Rolling Strategy Index, the US Government Bond Futures Rolling Strategy Index, the European Government Bond Futures Rolling Strategy Index, the Japanese Government Bond Futures Rolling Strategy Index and the Emerging Markets Equity Futures Rolling Strategy Index)
Risks related to eligible underlying indices comprised of futures contracts on reference equity indices (including the US Equity Futures Rolling Strategy Index, the US Technology Equity Futures Rolling Strategy Series Q Total Return Index, the European Equity Futures Rolling Strategy Index, the Japanese Equity Futures Rolling Strategy Index and the Emerging Markets Equity Futures Rolling Strategy Index)
Risks related to eligible underlying indices comprised of foreign assets (including the US Technology Equity Futures Rolling
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the index, the terms of the notes and certain risks.
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Strategy Series Q Total Return Index, the European Equity Futures Rolling Strategy Index, the Japanese Equity Futures Rolling Strategy Index and the Emerging Markets Equity Futures Rolling Strategy Index)
Risks related to underlying indices comprised of debt securities (including the US Government Bond Futures Rolling Strategy Index, the European Government Bond Futures Rolling Strategy Index and the Japanese Government Bond Futures Rolling Strategy Index)
Risks related to the US Technology Equity Futures Rolling Strategy Series Q Total Return Index
Risks related to the Japanese Equity Futures Rolling Strategy Index
Risks related to the Bloomberg Gold Subindex Total Return
The following risk factors are discussed in greater detail in the accompanying prospectus supplement:
The Return on Indexed Notes May Be Below the Return on Similar Securities
The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note
An Indexed Note May Be Linked to a Volatile Index, Which May Adversely Affect Your Investment
An Index to Which a Note Is Linked Could Be Changed or Become Unavailable
We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note
Information About an Index or Indices May Not Be Indicative of Future Performance
We May Have Conflicts of Interest Regarding an Indexed Note
The following risk factors are discussed in greater detail in the accompanying prospectus:
Risks Relating to Regulatory Resolution Strategies and Long-Term Debt Requirements
The application of regulatory resolution strategies could increase the risk of loss for holders of our securities in the event of the resolution of Group Inc.
The application of Group Inc.’s proposed resolution strategy could result in greater losses for Group Inc.’s security holders
This document does not provide all of the information that an investor should consider prior to making an investment decision. You should not invest in the notes without reading the accompanying preliminary pricing supplement and related documents for a more detailed description of the index, the terms of the notes and certain risks.
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