Goldman Sachs Launches Callable Index-Linked Notes With Dual Nasdaq-100 and S&P 500 Performance Features

Structured Product Design and Dual Index Framework

GS Finance Corp. designed the notes to track the performance of two major equity benchmarks simultaneously. The Nasdaq-100 Index and the S&P 500 Index serve as the underlying performance metrics, with measurement occurring from the trade date of July 15, 2026, through the determination date of July 17, 2028. The filing states that the maturity payout structure is based on the performance of the lesser-performing index, meaning the index with the lowest return will determine the principal repayment amount at maturity. This dual-index approach exposes investors to both technology-heavy and broad-market equity performance within a single instrument.

The notes are issued under the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company. The offering involved an aggregate face amount of $1,250,000 on the original issue date, with authorized denominations of $1,000 or integral multiples thereof. The use of book-entry form and master note representation streamlines settlement and custody arrangements for investors holding these securities.

Monthly Coupon Structure and Redemption Rights

The notes incorporate a fixed monthly coupon payment schedule, with distributions occurring on the 20th day of each month beginning in August 2026 and concluding on the stated maturity date. The filing indicates that these coupon payments represent a recurring income component separate from the performance-based principal adjustment at maturity. This regular payment schedule provides investors with periodic cash flow during the approximately two-year holding period.

GS Finance Corp. retains the right to redeem the notes at 100% of their face amount plus the coupon then due on any coupon payment date commencing in July 2027 through June 2028. The filing discloses that the issuer may exercise this redemption right in whole but not in part, giving the company significant control over the instrument's life cycle during the final year before scheduled maturity. This embedded call option benefits the issuer if market conditions become favorable, while potentially limiting upside participation for investors in certain scenarios.

Principal Protection Mechanism and Performance Triggers

The notes incorporate a defined performance threshold for principal protection. The filing states that if the final underlier level of each index is greater than or equal to its trigger buffer level (representing 80% of its initial level), investors will receive $1,000 per $1,000 face amount at maturity in addition to the final coupon. This means that as long as both the Nasdaq-100 and S&P 500 remain at or above 80% of their July 15, 2026 levels, full principal is returned regardless of the indices' actual performance within that range.

Conversely, if the final underlier level of any index falls below 80% of its initial level, the principal repayment is reduced. The filing discloses that in this scenario, investors receive the sum of $1,000 plus the product of $1,000 times the lesser performing index return. This structure means losses are realized only if at least one of the two indices declines more than 20% from the trade date to the determination date, with the magnitude of loss tied to whichever index performs worse. The dual-index approach with worst-performer mechanics creates downside exposure once either index breaks below the 80% threshold.

Pricing and Estimated Value Considerations

The original issue price was set at 100% of face amount, with an underwriting discount of 0.85% of the face amount resulting in net proceeds to the issuer of 99.15% of the face amount. However, the filing discloses that the estimated value of the notes at the time the terms were set on the trade date was approximately $977 per $1,000 face amount. This $23 per $1,000 discount to par reflects the embedded risk factors and the value of the issuer's redemption right incorporated into the structure.

The filing explains that Goldman Sachs & Co. LLC would initially buy or sell the notes at approximately the estimated value plus an additional amount initially equal to $23 per $1,000 face amount, subject to the firm's customary bid-ask spreads. Prior to October 15, 2026, this additional amount would decline to zero on a straight-line basis. The pricing methodology incorporates The Goldman Sachs Group's credit spreads and uses internal pricing models to determine market value, with the initial secondary market pricing reflecting the structured product's complexity and embedded options.

Initial Level Setting and Index Measurements

The filing identifies the specific initial levels for each index used in the performance calculation. As of the trade date on July 15, 2026, the Nasdaq-100 Index initial level was documented at 29,502.60, representing an intra-day or closing level on that date. Similarly, the S&P 500 Index initial level was set at 7,572.40 on the same trade date. These baseline levels establish the reference point from which percentage returns are calculated through the determination date on July 17, 2028.

The index return for each benchmark is calculated as the percentage increase or decrease in the final level on the determination date from its initial level. This straightforward return calculation methodology allows investors to track performance over the approximately two-year measurement period. The filing indicates that both indices can be modified, replaced, or adjusted from time to time as provided in the prospectus documentation, though no specific adjustment provisions are detailed in this pricing supplement.

Maturity Date and Payment Schedule Clarity

The stated maturity date for the notes is July 20, 2028, representing the scheduled termination of the investment and final payment date. The determination date, used to measure index performance for principal repayment purposes, is July 17, 2028, three business days prior to maturity. This separation between the determination date and maturity date provides the issuer and paying agents with time to calculate the precise principal settlement amount based on final index levels.

The filing specifies that coupon payments occur on the 20th day of each month, commencing in August 2026 and ending on the stated maturity date. This means investors will receive approximately 24 monthly coupon payments prior to the final settlement. The final coupon payment on July 20, 2028, combined with the principal repayment based on index performance, comprises the total amount paid at maturity.

Credit Guarantor and Structural Protections

The Goldman Sachs Group, Inc. provides an unconditional guarantee of the notes issued by its subsidiary, GS Finance Corp. The filing emphasizes that this guarantee covers the full obligations of the issuer, providing investors with recourse to the parent company should GS Finance Corp. encounter financial difficulties. This guarantee structure is common in Goldman Sachs' medium-term notes program and enhances credit quality relative to the subsidiary issuer alone.

The notes are issued under a senior debt indenture originally dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015. The Bank of New York Mellon serves as the trustee under these indenture documents. The filing notes that these 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, clarifying the structural nature of these securities as unsecured debt instruments.

Market-Making and Secondary Trading Provisions

The filing discloses that GS Finance Corp. may use this prospectus in the initial sale of the notes, while Goldman Sachs & Co. LLC or other affiliates may use it for market-making transactions after initial distribution. The document specifies that unless GS Finance Corp. or its agent informs purchasers otherwise in the confirmation of sale, the prospectus should be considered as being used in a market-making transaction. This language clarifies that secondary market activity may occur using the same prospectus documentation.

Goldman Sachs & Co. LLC is not obligated to make a market in the notes following issuance, though the firm may choose to facilitate trading as a dealer. The pricing framework outlined in the estimated value section provides a reference point for potential bid-ask levels, though actual trading spreads and liquidity may vary depending on market conditions and investor demand. The decline of the additional pricing amount from $23 to zero by October 15, 2026, suggests that secondary market pricing will transition to pure model-based valuation after that date.

Prospectus Documentation and Regulatory Framework

The filing represents Amendment No. 1 dated July 20, 2026, to Pricing Supplement No. 25,908 dated July 15, 2026. The complete prospectus for these notes comprises multiple component documents including the general terms supplement, underlier supplement, prospectus supplement, and base prospectus, each with specific effective dates. The filing clarifies that information in the pricing supplement supersedes any conflicting information in the accompanying documents, establishing a clear hierarchy for interpreting the terms of the notes.

The notes are registered under Registration Statement No. 333-284538 and were filed pursuant to Rule 424(b)(2) of the Securities Act of 1933. The CUSIP and ISIN identifiers (40054XN46 and US40054XN467 respectively) provide standardized security identifiers for trading and settlement purposes. These regulatory filings and identifiers enable institutional and retail investors to access comprehensive information about the notes' terms, risks, and performance mechanics through standard financial data providers.

Index Adjustment Provisions and Successor Provisions

The filing identifies the current Bloomberg symbols for each underlying index, designating "NDX Index" for the Nasdaq-100 and "SPX Index" for the S&P 500, while noting that these may be modified, replaced, or adjusted from time to time as provided in the prospectus documentation. The inclusion of successor underlier provisions indicates that the notes incorporate standard market practices for addressing potential changes to index methodologies, composition, or administration. These provisions protect both investors and the issuer by establishing a framework for index continuity over the two-year measurement period.

The structure allows for flexibility in responding to extraordinary market events or changes in index administration without requiring note amendments, subject to the limitations and procedures outlined in the complete prospectus documentation. This is particularly important given that the notes span a period of approximately two years, during which index sponsors may implement methodological changes or other modifications affecting calculation and publication of performance data.