Goldman Sachs Finance Launches Autocallable Index-Linked Notes Due 2028 With Contingent Monthly Coupons

Structure of the Index-Linked Notes and Payment Mechanics

The Autocallable Contingent Coupon Index-Linked Notes are issued by GS Finance Corp. under its Medium-Term Notes, Series F program and carry a full and unconditional guarantee from The Goldman Sachs Group, Inc. The notes represent a structured investment linked to the performance of three widely followed equity benchmarks: the Nasdaq-100 Index, the Russell 2000 Index, and the S&P 500 Index. The payment structure incorporates multiple observation dates and trigger levels designed to create variable returns based on market conditions throughout the two-year holding period.

The notes establish several critical trigger thresholds that determine investor outcomes. The coupon trigger level is set at 70 percent of each underlier's initial level measured on the trade date. The trigger buffer level, which determines whether investors face potential principal loss at maturity, is set at 60 percent of each underlier's initial level. These thresholds create a band within which investors receive reduced or zero coupons while still retaining full principal value, and a lower threshold below which principal losses become possible. The structure was designed to provide enhanced yield while transferring significant downside risk to note holders.

Contingent Monthly Coupon Payment Terms and Conditions

The notes offer monthly coupon payments contingent on the performance of the underlying indices. On each coupon observation date, if the closing level of each of the three underliers is greater than or equal to its coupon trigger level of 70 percent of the initial underlier level, investors receive a monthly coupon payment of $8.792 per $1,000 of face amount. This represents approximately 0.8792 percent monthly, or the potential for up to approximately 10.55 percent per annum if all coupon payments are made and the notes are held to maturity without early call.

However, if the closing level of any single underlier falls below its coupon trigger level on a coupon observation date, no coupon payment is made to investors for that period. This all-or-nothing coupon structure means that weakness in even a single index component eliminates the monthly payment for all investors. The notes include 24 scheduled coupon observation dates running from August 31, 2026, through July 31, 2028, providing monthly opportunities for coupon assessment. The corresponding coupon payment dates are typically three business days after each observation date, allowing for settlement and administrative processing.

Automatic Call Feature and Early Redemption Possibilities

The notes incorporate an automatic call feature that permits early redemption under favorable market conditions. The notes will be automatically called on any of six call observation dates if the closing level of each underlier is greater than or equal to its initial underlier level on that observation date. The call observation dates occur on January 29, 2027, April 29, 2027, July 29, 2027, October 29, 2027, January 31, 2028, and May 1, 2028. If the call condition is satisfied, the issuer will pay investors $1,000 per $1,000 of face amount on the corresponding call payment date, along with any coupon then due.

The automatic call feature represents a significant structural advantage for the issuer and a potential disadvantage for investors seeking extended upside participation. If all three indices remain at or above their levels on the trade date at any call observation date, the notes terminate, capping the investor's return despite potential further index appreciation. This caps maximum returns while preserving downside exposure, creating an asymmetric risk-reward profile. The quarterly spacing of call observation dates from January 2027 through May 2028 provides multiple opportunities for early redemption during the two-year period.

Principal Loss Risk at Maturity and Trigger Buffer Mechanics

The notes expose investors to substantial principal loss if any underlier's performance declines significantly. At maturity on August 3, 2028, the cash settlement amount depends on whether the final underlier level of each underlier is greater than or equal to its trigger buffer level of 60 percent of the initial underlier level. If this condition is satisfied, investors receive $1,000 per $1,000 of face amount. However, if the final underlier level of any underlier falls below its trigger buffer level, the issuer will pay $1,000 plus an amount equal to $1,000 multiplied by the lesser performing underlier return.

This calculation means that if the weakest-performing index declines 20 percent from its initial level, investors receive only $800 per $1,000 invested, absorbing a complete loss on that 20 percent decline. If any index declines 40 percent or more from its trade date level, investors would lose 40 percent or more of their principal investment. The preliminary pricing supplement specifically warns that investors could lose their entire investment in the notes, particularly if all three indices experience severe declines exceeding 100 percent, though such a scenario would require extraordinary market conditions. The emphasis on principal risk reflects the leveraged downside exposure embedded in this structured product.

Valuation and Pricing Dynamics at Trade Date

The preliminary pricing supplement discloses that the estimated value of the notes on the trade date is between $925 and $955 per $1,000 face amount, which is materially less than the original issue price of 100 percent. This valuation gap of $45 to $75 per $1,000 face amount indicates that the embedded derivatives and structural features of the notes carry significant cost that is reflected in the initial pricing. The additional amount and additional amount end date were not disclosed in the preliminary pricing supplement, as these terms are subject to final determination on the trade date.

The underwriting discount, expressed as a percentage of face amount, and the net proceeds to the issuer were not disclosed in the filing. The disclosure notes that these terms are expected to be as indicated but will be set on the trade date of July 29, 2026. The company did not disclose the aggregate face amount of notes being offered or the specific pricing that will apply to individual investor purchases. The statement that estimated value is less than original issue price signals to investors that the cost of the embedded options and guarantees is being deducted from the issue price at inception.

Three-Index Underlier Selection and Market Risk Exposure

The notes track three major U.S. equity indices that collectively represent different segments of the equity market. The Nasdaq-100 Index (Bloomberg symbol NDX) comprises 100 of the largest non-financial companies listed on the Nasdaq exchange, with significant weight in technology and growth-oriented sectors. The Russell 2000 Index (Bloomberg symbol RTY) tracks approximately 2,000 small-capitalization U.S. companies and represents the broader small-cap market segment. The S&P 500 Index (Bloomberg symbol SPX) comprises 500 large-capitalization U.S. companies and serves as a broad market benchmark for the U.S. equity market.

The selection of these three indices exposes investors to diversified but correlated U.S. equity market risks. The use of the lowest-performing index to determine the lesser performing underlier return means that note performance is driven by the weakest of the three indices rather than an average or weighted performance. This structure concentrates risk exposure on the index that declines most severely during the observation period. During periods of broad market weakness, all three indices typically decline together, potentially triggering both coupon suspension and principal loss simultaneously. The indices may perform differently based on sector rotation, size effects, and valuation changes within the equity market.

Goldman Sachs Group Guarantee and Credit Considerations

The Goldman Sachs Group, Inc. provides a full and unconditional guarantee of the obligations of GS Finance Corp. under the notes. This guarantee means that if GS Finance Corp. fails to make payments when due, investors may look to The Goldman Sachs Group, Inc. for payment. However, this guarantee does not eliminate credit risk; it extends the credit risk to Goldman Sachs Group itself. 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. This explicit disclaimer signals that investor protection mechanisms available for bank deposits do not apply to these notes.

The notes are issued under the senior debt indenture dated October 10, 2008, supplemented by the First Supplemental Indenture dated February 20, 2015, with The Bank of New York Mellon serving as trustee. Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining underlier levels and payment amounts. The investor disclosure emphasizes that the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc. represents a material consideration in the investment decision. The prospectus supplement references indicate that detailed credit risk disclosure and underwriting arrangements are incorporated from prior prospectus documents dated February 14, 2025, and supplemented February 14, 2025.

Coupon Observation and Payment Schedule Through Maturity

The notes establish a regular monthly coupon observation and payment schedule spanning 24 months. Coupon observation dates begin on August 31, 2026, and continue monthly through July 31, 2028, the final determination date. Corresponding coupon payment dates typically occur three business days after each observation date, with the final coupon payment scheduled for August 3, 2028, which coincides with the stated maturity date. This regular monthly cadence creates frequent assessment points where coupon eligibility is determined based on all three underliers meeting the 70 percent coupon trigger level threshold.

The schedule integrates coupon observation dates with call observation dates at quarterly intervals. The call observation dates on January 29, 2027, April 29, 2027, July 29, 2027, October 29, 2027, January 31, 2028, and May 1, 2028, coincide with certain coupon observation dates, consolidating the assessment of both coupon eligibility and call feature triggering into single observation points. The final coupon observation date on July 31, 2028, determines both the final coupon payment (if earned) and the final underlier levels used to calculate any principal adjustment at maturity. Investors should carefully review the complete observation date schedule to understand the frequency of coupon risk and automatic call opportunities.

Supplemental Documentation and Complete Terms Incorporation

The preliminary pricing supplement incorporates by reference several supplemental documents that contain additional terms and conditions applicable to the notes. General terms supplement number 17,745, dated January 20, 2026, provides the master terms for this class of autocallable notes. Underlier supplement number 49, dated June 24, 2026, specifies the particular mechanics and definitions related to the three underlying indices. Prospectus supplement dated February 14, 2025, and the prospectus dated February 14, 2025, contain additional disclosure regarding the offering, the issuer, the guarantor, and related risk factors.

The pricing supplement explicitly states that its information supersedes any conflicting information contained in the referenced documents, and some terms described in those documents may not apply to these specific notes. The disclosure emphasizes that the pricing supplement should be read in conjunction with all referenced documents to obtain a complete understanding of the notes' terms and conditions. Goldman Sachs states that it has not authorized anyone other than itself to provide information about the notes and takes no responsibility for information provided by others. Investors should obtain and carefully review all referenced documents before making an investment decision, as the complete terms may not be fully set forth in the pricing supplement alone.

Market-Making Transactions and Secondary Market Availability

The disclosure indicates that GS Finance Corp. may use this 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 prospectus in market-making transactions in the notes after their initial sale. The pricing supplement notes that 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. This language permits Goldman Sachs affiliates to make secondary market prices in the notes after their initial issuance, creating potential liquidity for investors who wish to exit their positions before maturity.

The availability of secondary market pricing by Goldman Sachs affiliates does not guarantee that investors will be able to sell their notes at favorable prices or that meaningful bid-ask spreads will be available. Market-making activity is discretionary and may be suspended during periods of market stress or reduced demand for these products. Investors should not assume that they can liquidate their positions at predetermined prices and should factor potential liquidity constraints into their investment decision. The identity of other market makers, if any exist, and the specific terms on which Goldman Sachs will make secondary market prices are not disclosed in the preliminary pricing supplement.