GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., has issued $1.396 billion in aggregate face amount of Autocallable Momentum Builder Focus ER Index-Linked Notes maturing in 2034. The notes, which do not bear interest, feature an automatic call provision that activates if the index closes at or above predetermined levels on annual observation dates, with call premiums rising from 11.30% in year one to 79.10% by year eight. The offering provides investors with upside participation in the Goldman Sachs Momentum Builder Focus ER Index through structured exposure to diversified underlying assets including U.S. equities, developed market securities, emerging market equities, and commodities.

Key Points

  • NYSE: GS-PD
  • GS Finance Corp. issued $1.396 billion in aggregate face amount of autocallable index-linked notes with an eight-year maturity structure
  • Trade date: July 17, 2026; Original issue date: July 22, 2026; Stated maturity date: July 21, 2034
  • Notes feature annual automatic call provisions with call levels starting at 100.50% of initial index level and call premiums increasing annually from 11.30% to 79.10%
  • Upside participation rate of 100% applies to positive index returns; investors receive face amount only if final index level equals or falls below initial level

Structure and Automatic Call Features of the Offering

The notes incorporate an automatic call mechanism designed to allow early redemption if market conditions meet specified thresholds. The call feature activates on annual observation dates beginning July 20, 2027, with the initial call level set at 100.50% of the initial index level of 113.23. If the index closes at or above the designated call level on any call observation date, the issuer will pay $1,000 plus a call premium amount for each $1,000 of face value on the subsequent call payment date. The call level escalates annually, reaching 103.50% by the final call observation date in July 2033, incentivizing early redemption as the notes approach maturity.

The call premium amounts increase progressively each year, starting at 11.30% in the first call year and reaching 79.10% by the seventh call year. This escalating premium structure reflects the time value and opportunity cost to investors if their notes are called away before maturity. The disclosure specifies precise call observation and payment dates, with observation dates typically occurring in mid-July and payment dates three to five business days later. Investors should monitor the index performance relative to these annual call thresholds to understand the probability of early redemption.

Index Composition and Performance Measurement Methodology

The underlying Goldman Sachs Momentum Builder Focus ER Index employs a dynamic daily rebalancing strategy designed to capture returns from assets with the strongest historical performance while maintaining controlled volatility. The index base comprises up to nine underlying indices providing exposure to focused U.S. equities, other developed market equities, developed market fixed income assets, emerging market equities, and commodities, supplemented by a money market position earning the federal funds rate. The rebalancing mechanism applies predefined rules and constraints, including a realized volatility limit and minimum and maximum asset and asset class weights, to construct an allocation that historically generates the highest returns subject to these operational parameters.

The index incorporates two distinct risk control mechanisms that affect overall performance. A realized volatility control of 5% and a momentum risk control feature work in tandem to reduce overall index exposure and allocate capital to non-interest-bearing cash positions when volatility thresholds or momentum deterioration occur. The index deducts the federal funds rate return from the base index daily and applies an additional 0.65% per annum fee deducted from the full index on a daily accruing basis. The filing discloses that these combined deductions mean any aggregate exposure to money market positions or non-interest-bearing cash reduces index performance on a pro rata basis by 0.65%, and notes that a significant portion of the index has historically been allocated to these positions.

Payoff Structure at Maturity and Index Return Calculations

At maturity on July 21, 2034, assuming the notes have not been called earlier, investors will receive cash settlement based on the closing index level on the determination date of July 18, 2034. If the final index level exceeds the initial index level of 113.23, investors receive $1,000 plus $1,000 multiplied by the upside participation rate of 100% and the index return. The index return is calculated as the quotient of the final index level minus the initial index level, divided by the initial index level. This formula means investors capture 100% of positive index returns on a per-note basis, with each $1,000 of face value generating proportional upside exposure.

Conversely, if the final index level equals or falls below the initial index level, investors receive only the $1,000 principal amount per note at maturity with no additional payment. This payoff structure creates a downside protection feature at the initial index level while providing full upside capture through the 100% participation rate. The notes do not bear periodic interest, so all returns derive exclusively from index performance or from early redemption through the automatic call feature. The initial index level of 113.23 is an intra-day level or the closing level on the trade date of July 17, 2026, subject to adjustment procedures if the trade date is not a trading day.

Credit Enhancement Through Goldman Sachs Guarantee

The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company of GS Finance Corp. This guarantee structure provides investors with recourse to one of the world's largest diversified financial services firms should GS Finance Corp. encounter financial difficulties. The guarantee means that investors bear credit risk exposure to The Goldman Sachs Group, Inc. rather than to GS Finance Corp. alone. The filing emphasizes that investors should read disclosure regarding the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc., acknowledging that credit deterioration of either entity could impact note values.

The guarantee is fundamental to the notes' risk profile and pricing. GS Finance Corp. functions as a special-purpose subsidiary within the Goldman Sachs organizational structure, with the parent company's guarantee ensuring full backing of the notes' obligations. This structural arrangement is typical for securities programs of large financial institutions, providing investors with enhanced credit quality relative to an unsecured obligation of the finance subsidiary alone. However, investors should recognize that the guarantee does not protect against market risk related to index performance or against inflation risk affecting the real value of principal repayment.

Pricing and Distribution Terms of the Offering

The notes were priced on July 17, 2026, at an original issue price of 100% of face amount, or par. The filing discloses that Goldman Sachs & Co. LLC retained an underwriting discount of 4.5% of the face amount, with net proceeds to the issuer stated at 95.5% of the face amount. The disclosure states that the aggregate face amount offered is $1,396,000. The pricing supplement specifies that these terms apply to notes sold initially and that the issuer may decide to sell additional notes at different issue prices, underwriting discounts, and net proceeds that could differ materially from the amounts stated in this offering.

The distribution is being offered by Goldman Sachs & Co. LLC as the primary underwriter. The prospectus indicates that this pricing supplement may be used by GS Finance Corp. in the initial sale of the notes or by Goldman Sachs & Co. LLC or affiliated entities in market-making transactions after initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, the prospectus is being used in a market-making transaction capacity. The CUSIP number for the notes is 40054XMN5 and the ISIN is US40054XMN56, enabling investors to track and trade the securities in secondary markets.

Important Risk Disclosures and Investor Considerations

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. They are not obligations of or guaranteed by any bank, despite the full guarantee from The Goldman Sachs Group, Inc. Investors bear the credit risk of both the issuer and guarantor and should evaluate the creditworthiness of The Goldman Sachs Group, Inc. before investing. The notes' value fluctuates based on index performance, and investors who purchase notes at prices above or below par will realize returns that differ from the original offering economics.

The automatic call feature creates reinvestment risk for investors whose notes are called at higher price levels early in the note term. If the index performs strongly, the probability of early call increases, forcing investors to reinvest proceeds in a potentially different interest rate environment. Conversely, in weak market conditions where the index underperforms, investors retain notes that may decline in secondary market value. The 0.65% annual index fee deduction, combined with federal funds rate deductions from the base index, reduces index performance on a daily basis, creating a drag on returns compared to a direct index investment. The filing also notes that a significant portion of the index has historically been allocated to money market and non-interest-bearing cash positions, which may further reduce index returns.

Registered Program and Supporting Documentation Framework

The notes are issued under the Medium-Term Notes, Series F program of GS Finance Corp., which operates under SEC registration statement number 333-284538. This program allows GS Finance Corp. to issue a series of debt securities with varying terms, with each specific offering documented through a pricing supplement. The prospectus consists of multiple integrated documents: the pricing supplement dated July 17, 2026, the June 2026 MOBU Focus ER index supplement addendum dated June 25, 2026, the MOBU Focus ER index supplement number 12 dated June 25, 2026, the prospectus supplement dated February 14, 2025, and the base prospectus dated February 14, 2025.

The filing explicitly states that information in the pricing supplement supersedes conflicting information in other documents, and certain terms or features described in the listed documents may not apply to these notes. The integration of these documents creates a complete disclosure package that investors must read together to understand all terms, conditions, fees, risks, and operational mechanics. The SEC registration statement and prospectus framework ensures that disclosure complies with federal securities laws and provides standardized presentation of risk factors, index methodologies, and financial information. Investors are cautioned that Goldman Sachs has not authorized anyone other than named agents to provide information or make representations regarding the notes.

Index Methodology and Momentum-Based Portfolio Construction

The Goldman Sachs Momentum Builder Focus ER Index represents a sophisticated quantitative approach to asset allocation based on historical return momentum and volatility control. The index's primary objective is to provide exposure to daily rebalancing of underlying assets with the strongest historical returns while maintaining realized volatility below a specified limit. The base index continuously evaluates nine underlying indices across multiple asset classes and selects allocations that maximize historical returns subject to predefined constraints including minimum and maximum weights for individual assets and asset classes. This methodology reflects the premise that assets exhibiting positive price momentum may continue to outperform, though past performance does not guarantee future results.

The momentum risk control feature reduces index exposure to assets exhibiting weak price momentum, effectively creating a selection filter beyond the volatility constraint. When realized volatility reaches the 5% threshold, the index dynamically shifts capital from the base index portfolio into non-interest-bearing cash positions, providing a built-in circuit breaker against excessive drawdowns. However, this mechanism also means that in volatile markets, index returns may decline significantly as cash positions earn minimal returns. The base index rebalancing occurs on each index business day, creating high portfolio turnover that could generate substantial trading costs in a live portfolio. The filing discloses the index's fee and deduction structure transparently, allowing investors to understand the mechanical drag on index returns compared to a passive benchmark.

Investor Suitability and Secondary Market Considerations

These autocallable notes are structured products suited to investors seeking index-linked returns with call-risk exposure and downside protection at the initial level. Investors should have sufficient risk tolerance for equity index exposure and understand that automatic call features create reinvestment uncertainty and sequence-of-returns risk. The notes' lack of periodic interest payments means all returns depend on index performance or early redemption, making them unsuitable for income-focused investors. The 0.65% annual fee significantly impacts long-term returns, and investors should compare this drag to passive index alternatives or other structured products before investing.

Secondary market liquidity and pricing of these notes depend on market conditions and the continued creditworthiness of Goldman Sachs Group and GS Finance Corp. Investors who wish to exit prior to maturity or early call must sell in secondary markets where prices may be substantially below par depending on index performance and credit spreads. The market maker, typically Goldman Sachs & Co. LLC, provides liquidity but is not obligated to do so and may decline to quote prices under stressed market conditions. Investors should consider their investment horizon and liquidity needs carefully, as these notes are designed for investors planning to hold through maturity or until an early call date rather than for active trading.