Goldman Sachs Launches $1.5 Billion Autocallable Notes Linked to CrowdStrike, Microsoft and Snowflake Performance

Structured Product Design and Underlying Reference Assets

GS Finance Corp. has structured these notes to provide investors with exposure to three major technology and cloud computing companies through a sophisticated equity-linked instrument. The notes reference the performance of CrowdStrike Holdings Inc. Class A common stock, Microsoft Corporation common stock, and Snowflake Inc. common stock. Each reference stock was assigned an initial price as of the July 20, 2026 trade date: CrowdStrike at $198.49, Microsoft at $402.29, and Snowflake at $274.34. These initial prices serve as the baseline against which all subsequent price movements are measured and determine trigger events for both automatic calls and coupon payments.

The selection of these three technology companies provides investors with diversified exposure across multiple segments of the cloud computing and software industries. CrowdStrike is known for cybersecurity solutions, Microsoft for its dominant position in enterprise software and cloud infrastructure through Azure, and Snowflake for its cloud-based data platform services. The notes' payoff structure creates a mechanism whereby the simultaneous performance of all three stocks determines key features of the investment, including whether coupons are paid and whether the notes are automatically redeemed before maturity.

Autocall Mechanism and Early Redemption Features

The notes incorporate an automatic call feature designed to terminate the investment early if all three reference stocks perform favorably. Specifically, the notes will be automatically called on any observation date—which occur monthly on the 20th of each month commencing in August 2026 and ending in July 2029—if the closing price of each index stock is greater than or equal to its initial price. If the notes are called, investors receive the face amount of their notes plus a coupon payment on the next payment date, which occurs three business days after the relevant observation date.

This autocall mechanism creates a scenario where investors' capital may be returned earlier than the stated maturity date of July 25, 2029, provided all three stocks maintain or exceed their initial prices simultaneously. The filing states that if an autocall event occurs, investors receive both their principal and accrued coupon payments. This feature represents both an opportunity and a risk: while early redemption at par value provides certainty if markets rise, it also caps potential upside beyond the coupon payments received prior to the call date.

Coupon Payment Structure and Barrier Protection

The notes provide monthly coupon payments calculated at a rate of $18.959 per $1,000 face amount per observation date, equating to 1.8959% monthly or approximately 22.75% annualized. However, investors receive coupons only if the closing price of each index stock on the applicable observation date is greater than or equal to 60% of its initial price. The filing indicates that the coupon is cumulative: investors receive the product of $18.959 times the number of observation dates that have occurred up to and including the relevant observation date, minus the sum of all coupons previously paid.

This structure means that if any single reference stock falls below 60% of its initial price on an observation date, no coupon is paid on that date. The 60% barrier provides downside protection in the sense that coupons cease only if stocks decline significantly—to less than 40% from their initial prices—but the design also means investors forfeit higher coupon payments if performance is weak. The cumulative calculation ensures that if, for example, an observation date is skipped due to barrier breach but a subsequent observation date shows all stocks above the 60% threshold, coupon payments resume on the next eligible date, but without backfilling missed payments.

Maturity Payoff Scenarios and Trigger Event Mechanics

At maturity on July 25, 2029, the notes' final payout depends critically on whether a "trigger event" has occurred. The filing defines a trigger event as a situation where the closing price of all three index stocks is less than their respective initial prices on the determination date, which is the final observation date of July 20, 2029. If no trigger event occurs—meaning at least one stock trades above its initial price on the final observation date—investors receive the full face amount of $1,000 per note, regardless of how the other stocks perform. If the closing price of each stock is also greater than or equal to 60% of initial price on the determination date, investors also receive the final coupon.

Conversely, if a trigger event does occur—all three stocks have declined below their initial prices by July 20, 2029—the payoff is substantially reduced. In this scenario, investors receive an amount based solely on the performance of the worst-performing index stock, calculated as the percentage change from initial price multiplied by the $1,000 face amount. This means if one stock declines 50%, investors receive $500 per note plus any eligible final coupon, regardless of the performance of the other two stocks. The filing emphasizes that in a trigger event scenario, "You will receive less than 60% of the face amount of your notes and no coupon" if any stock falls below 60% of initial price, illustrating the significant downside risk embedded in these notes.

Estimated Value and Secondary Market Pricing

The filing discloses that the estimated value of the notes at the time terms were set on the trade date is approximately $965 per $1,000 face amount, notably lower than the original issue price of 100%. This valuation reflects pricing models used by Goldman Sachs and incorporates the firm's credit spreads. The difference between the $1,000 issue price and the $965 estimated value represents the economic cost embedded in the structured product's features, including the cost of the option features (autocall and barrier protection) and the issuer's credit risk premium.

Goldman Sachs & Co. LLC indicated that prior to November 20, 2026, it would buy or sell the notes at approximately the estimated value plus an additional amount initially equal to $35 per $1,000 face amount. The filing states this additional amount will decline on a straight-line basis to zero by November 19, 2026, after which the bid-ask spread would reflect only Goldman Sachs' customary spreads above the then-current estimated value as determined by its pricing models. This pricing structure allows investors who wish to exit before maturity to understand the approximate secondary market value, though actual bid and ask spreads may differ from those disclosed.

Issuance Terms and Underwriting Arrangement

GS Finance Corp. issued the $1.5 billion notes with an original issue date of July 23, 2026, at 100% of face amount. The filing indicates an underwriting discount of 1% of the face amount, meaning net proceeds to the issuer are 99% of the principal amount sold. This underwriting discount is consistent with typical structured product offerings and compensates the underwriter and distribution team for their role in bringing the notes to market. The filing notes that additional details regarding the fees comprising the underwriting discount are contained in the "Supplemental Plan of Distribution" section.

The notes are part of GS Finance Corp.'s Medium-Term Notes, Series F program and are fully and unconditionally guaranteed by The Goldman Sachs Group Inc. This guarantee means that investors have recourse to Goldman Sachs Group itself if GS Finance Corp. were unable to meet its obligations, providing an additional layer of credit protection. The notes are issued under the senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015, with The Bank of New York Mellon serving as trustee.

Observation Dates and Coupon Accrual Schedule

The notes establish a rigid schedule of observation dates occurring on the 20th day of each calendar month, commencing in August 2026 and ending in July 2029. This schedule creates 35 potential observation dates over the notes' three-year term. On each observation date, the closing prices of the three reference stocks are measured against their initial prices to determine: (1) whether an autocall event is triggered; (2) whether coupon barriers are breached; and (3) whether the notes approach maturity, the coupon accrual period effectively spans from August 2026 through July 2029, with investors receiving coupon payments only when all three stocks maintain prices at or above 60% of initial levels.

The autocall observation period begins in July 2027—one year after the trade date—and continues through June 2029, creating a two-year window during which the notes may be automatically redeemed if all stocks trade at or above initial prices. This staggered approach ensures that investors have at least one year of coupon accrual potential before the notes become subject to early redemption, though early call is possible at any point thereafter if conditions are met. The final observation date on July 20, 2029, serves double duty as both the determination date for trigger event assessment and the final coupon observation date.

Credit Risk and Investor Protections

The filing emphasizes that these 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, despite being structured products issued by a financial services company. While The Goldman Sachs Group Inc. provides a full and unconditional guarantee of the notes, investors' ultimate recovery depends on the creditworthiness of Goldman Sachs Group itself. The prospectus supplement directs investors to page S-20 of the full prospectus for a detailed discussion of the estimated value and the credit risk of both GS Finance Corp. and The Goldman Sachs Group Inc.

Investors should note that the estimated value of $965 per $1,000 face amount reflects Goldman Sachs' assessment of risk and incorporates credit spreads applicable to the issuer. The difference between issue price and estimated value underscores the economic cost of the structured features and credit exposure. Additionally, the notes' valuation will fluctuate based on changes in the reference stock prices, interest rates, volatility assumptions, and credit spreads, meaning secondary market values may differ significantly from the estimated value disclosed at issuance.

Prospectus Documentation and Regulatory Framework

The prospectus supplement filed on July 22, 2026, constitutes the primary disclosure document for this offering and supplements earlier prospectus documents dated February 14, 2025. The filing explicitly states that the prospectus supplement does not set forth all terms of the notes and must be read in conjunction with the February 14, 2025 prospectus supplement and the February 14, 2025 base prospectus. The filing notes that "The information in this prospectus supplement supersedes any conflicting information in the documents listed above" and that "some of the terms or features described in the listed documents may not apply to your notes."

The offering was made pursuant to Rule 424(b)(2) under the Securities Act and relates to Registration Statement No. 333-284538. The prospectus supplement is identified as Prospectus Supplement No. 25,968, dated July 20, 2026. Goldman Sachs & Co. LLC serves as the underwriter and is noted as the party making the market in these notes, though the filing specifies that the firm is not obligated to make a market and may cease market-making at any time. The disclosure framework allows GS Finance Corp. or its agents to use the prospectus in initial sales and in market-making transactions after the notes' initial distribution.