Goldman Sachs Issues $7.3 Million Intel-Linked Autocallable Notes Due 2029

Structure and Coupon Mechanics of the Equity-Linked Offering

The notes issued by GS Finance Corp. represent a structured product designed to provide investors with quarterly income linked to Intel's stock performance. The disclosure states that on each coupon payment date, holders receive $83.25 per $1,000 of outstanding face amount, provided that the closing level of Intel's stock on the related coupon observation date is greater than or equal to the coupon trigger level of 50% of the initial underlier level. If Intel's closing price falls below this threshold on any coupon observation date, no coupon is payable for that period. This contingent coupon structure creates a participation mechanism where investors benefit from positive equity performance through enhanced yield while accepting the risk of missing coupon payments if the underlier depreciates significantly.

The coupon trigger level, set at 50% of the initial underlier level of $105.45, establishes a substantial cushion before contingent payments are suspended. Investors observe this coupon trigger mechanism across multiple observation dates beginning October 21, 2026, and continuing quarterly through July 23, 2029. The structure reflects a trade-off between the potential for quarterly income and the contingency that such payments depend entirely on Intel's stock remaining above the specified threshold. The disclosure indicates that the original issue price is 100% of face amount, with an underwriting discount of 2% of face amount, resulting in net proceeds to the issuer of 98% of face amount.

Automatic Call Feature and Early Redemption Terms

The notes incorporate an automatic call feature that allows GS Finance Corp. to redeem the securities prior to their stated maturity if specified conditions are met. According to the filing, the notes will be automatically called if the closing level of Intel's stock is greater than or equal to the initial underlier level of $105.45 on any call observation date. Call observation dates commence on October 21, 2026, and continue on each coupon observation date thereafter through April 23, 2029. Should the automatic call feature be triggered, the company will pay $1,000 per $1,000 face amount on the following call payment date, along with any coupon then due.

This automatic call mechanism is significant for investors as it caps the upside potential of the investment. If Intel's stock price recovers to or exceeds $105.45 on any observation date, the issuer can terminate the notes and return principal plus any accrued coupon. The disclosure shows that call payment dates follow coupon payment dates immediately, with the final potential call observation date occurring on April 23, 2029. Investors should understand that this feature reduces the duration of their potential investment and limits gains in scenarios where Intel's stock appreciates substantially above the initial underlier level.

Maturity Payment and Downside Protection Parameters

At the stated maturity date of July 26, 2029, if the notes have not been automatically called, GS Finance Corp. will pay holders based on Intel's final underlier level, which is determined as the closing level on the determination date of July 23, 2029. The filing discloses a two-tiered payment structure at maturity. If the final underlier level is greater than or equal to the trigger buffer level of 50% of the initial underlier level (approximately $52.73), investors receive $1,000 per $1,000 face amount. If the final underlier level falls below this trigger buffer level, the payment formula becomes $1,000 plus $1,000 multiplied by the underlier return, calculated as the difference between the final and initial underlier levels divided by the initial underlier level.

This payment structure means that if Intel's stock falls below 50% of its initial level, investors absorb losses proportional to the stock's depreciation. For example, if Intel's stock declines to $52.72 (just below the trigger buffer level), the mathematical result would show minimal recovery of principal. However, if the stock falls to significantly lower levels, investors face the possibility of recovering less than their initial investment. The disclosure emphasizes this risk prominently, stating that investors "could lose your entire investment in the notes." This downside participation only applies if both the automatic call feature is not triggered and the stock closes below the trigger buffer level at maturity.

Guarantor Credit Support and Issuer Structure

The notes are issued by GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company of the issuer. This guarantee structure provides investors with recourse to Goldman Sachs' credit quality in the event GS Finance Corp. cannot meet its obligations. The disclosure identifies GS Finance Corp. as the issuer and The Goldman Sachs Group, Inc., as the guarantor, establishing a clear relationship where investors have dual credit exposure to both entities. The notes are part of GS Finance Corp.'s Medium-Term Notes, Series F program and are issued under the senior debt indenture dated October 10, 2008, as supplemented by subsequent indentures.

The structure also identifies Goldman Sachs & Co. LLC as the calculation agent responsible for determining coupon payments, final underlier levels, and other calculations required under the notes' terms. The disclosure notes that neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities, and that the notes are not bank deposits or obligations of a bank. Additionally, the notes are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. This legal disclaimer signals to investors that they are assuming both market risk from Intel's stock performance and credit risk from both GS Finance Corp. and The Goldman Sachs Group, Inc.

Intel as Underlier and Market Dynamics

The notes are linked to the common stock of Intel Corporation, referenced by the current Bloomberg ticker "INTC UW." The initial underlier level of $105.45 represents an intra-day level or closing level on the trade date of July 21, 2026. This specific pricing anchors all subsequent calculations for coupon triggers, the automatic call feature, and maturity payment formulas. Intel's performance throughout the notes' three-year term will directly determine whether investors receive contingent coupons, whether early redemption occurs, and ultimately how much principal they recover at maturity. The disclosure does not provide information about Intel's business segments, competitive position, or industry outlook, focusing instead on the mechanical relationship between the stock price and note payments.

Investors in these notes are betting that Intel's stock will remain between approximately $52.73 and $105.45 over the next three years, or will recover to above $105.45 to trigger the automatic call. If the stock declines below the trigger buffer level, investors face principal loss proportional to the stock's depreciation. The structure reflects typical semiconductor sector dynamics where stock valuations can experience significant volatility in response to competitive pressures, product cycles, and macroeconomic factors. The filing provides no forward-looking statements about Intel's expected performance or management guidance.

Pricing and Valuation Considerations

The disclosure states that the original issue price of the notes is 100% of face amount, with an underwriting discount of 2% of face amount, resulting in net proceeds to the issuer of 98% of face amount. However, the filing also discloses that the estimated value of the notes on the trade date is $956 per $1,000 face amount, which is less than the original issue price. This valuation gap signals that the structured features and embedded options reduce the economic value of the notes compared to their par value. The filing identifies an additional amount of $39 with an additional amount end date of October 25, 2026, reflecting adjustment mechanisms that may apply during the initial holding period.

Investors purchasing these notes at par are paying $1,000 for securities valued at approximately $956, representing an immediate economic loss of roughly 4.4 percentage points. This discount reflects the value of the contingent coupon feature, the automatic call cap on upside, and the downside participation below the trigger buffer level. The disclosure advises readers that "The Return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such notes," indicating that secondary market prices could differ significantly from the original issue price. Furthermore, the filing notes that GS Finance Corp. may decide to sell additional notes after the pricing date at issue prices and with underwriting discounts that differ from those disclosed.

Coupon Observation Schedule and Payment Dates

The notes establish a regular quarterly schedule for coupon observation and payment dates spanning from October 2026 through July 2029. The disclosure provides a complete table of observation and payment dates, beginning with the first coupon observation date on October 21, 2026, and corresponding coupon payment date on October 26, 2026. Subsequent quarterly cycles follow a consistent pattern, with observation dates typically occurring on the 21st or 23rd of each month (adjusted for weekends or market holidays) and payment dates occurring approximately five business days later. The final coupon observation date is July 23, 2029, which also serves as the determination date for calculating the final underlier level for maturity payment.

This regular schedule provides investors with periodic income opportunities if Intel's stock remains above the coupon trigger level on each observation date. However, investors face uncertainty about whether coupons will actually be paid because the payments depend on Intel's closing price on each specific date. The disclosure notes that dates are subject to adjustment as described in the accompanying general terms supplement, indicating that holidays or market events could shift observation and payment dates. Investors should monitor Intel's stock price in the trading days leading up to each observation date to anticipate whether coupon payments will be made, though the exact closing price on the observation date determines the outcome rather than price movements on other dates.

Risk Factors and Investment Considerations

The notes carry significant risks that investors must evaluate carefully. The filing prominently warns that investors "could lose your entire investment in the notes," reflecting the downside participation feature where losses extend below the trigger buffer level of $52.73. If Intel's stock declines precipitously, investors absorb those losses dollar-for-dollar after principal is exhausted. Additionally, the contingent coupon structure means investors may receive no income for extended periods if Intel's stock falls below the coupon trigger level, creating reinvestment risk and cash flow uncertainty. The automatic call feature introduces reinvestment risk by capping the investment period if Intel's stock recovers, forcing investors to redeploy capital in potentially different market conditions.

Investors also assume credit risk from both GS Finance Corp. and The Goldman Sachs Group, Inc., the guarantor. While the guarantee provides recourse to Goldman Sachs' credit quality, it does not eliminate the risk that both entities could face financial distress. Market risk is substantial given the three-year investment horizon and Intel's position in a competitive and dynamic semiconductor sector. The notes are not transferable with certainty in secondary markets, and secondary market prices may differ significantly from par value. The disclosure acknowledges that Goldman Sachs & Co. LLC or other affiliates may use this prospectus in market-making transactions after the initial sale, indicating that secondary market liquidity may be limited and spreads between bid and ask prices could be wide.

Program Structure and Regulatory Framework

The notes are issued under GS Finance Corp.'s Medium-Term Notes, Series F program, which operates under a registration statement filed with the Securities and Exchange Commission. The offering is supplemented by multiple documents including General Terms Supplement No. 17,745 dated January 20, 2026, a prospectus supplement dated February 14, 2025, and the base prospectus dated February 14, 2025. The disclosure notes that information in the pricing supplement supersedes conflicting information in the listed documents, and that some terms described in those documents may not apply to these specific notes. This tiered documentation structure requires investors to review multiple documents to fully understand their rights and obligations.

The notes are issued in book-entry form and represented by master note no. 3, dated March 22, 2021. This book-entry structure eliminates physical certificates and requires investors to hold the notes through clearing systems operated by financial intermediaries. GS Finance Corp. and its affiliates retain the ability to provide information or make representations only as contained in the prospectus and related documents; the issuer explicitly takes no responsibility for information provided by other parties. This language protects the issuer from claims based on information sources outside the official disclosure documents, emphasizing the importance of relying solely on the prospectus for investment decisions.