Goldman Sachs Issues $1.4 Billion NVIDIA-Linked Autocallable Notes Due 2029

Structure and Terms of the Equity-Linked Securities

The notes issued by GS Finance Corp. represent a structured debt instrument with equity upside linked directly to NVIDIA Corporation's common stock performance. The disclosure states that the notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., adding a layer of credit protection backed by one of the world's largest financial institutions. The aggregate face amount of $1.4 billion reflects the total principal value of the offering, which was priced with a 0.35% underwriting discount, resulting in net proceeds to the issuer of 99.65% of the face amount.

The notes function as medium-term debt securities under the GS Finance Corp. Medium-Term Notes, Series F program. The disclosure indicates these securities are issued in book-entry form and represented by a master note dated March 22, 2021. Investors purchasing at the original issue price of 100% of face amount would own instruments valued at $988 per $1,000 face amount on the trade date, representing a built-in discount to par. The additional amount of $12 per $1,000 face amount is applicable through November 19, 2026, according to the filing.

NVIDIA Underlier and Performance Metrics

The notes' returns are entirely dependent on the performance of NVIDIA Corporation common stock, with the initial underlier level established at $202.81, representing NVIDIA's closing price on July 17, 2026. This price point serves as the baseline for all performance calculations and trigger level determinations throughout the note's three-year term. The disclosure emphasizes that the initial underlier level is lower than the closing level on the trade date, July 20, 2026, though the specific closing price on the trade date was not disclosed in the filing.

The underlier return is calculated as the percentage change from the initial level to the final underlier level, which will be determined on July 17, 2029, the last coupon observation date and determination date. This calculation methodology directly influences both coupon payments and the final cash settlement amount at maturity. Goldman Sachs & Co. LLC serves as the calculation agent responsible for determining all underlier-related measurements and payments. The CUSIP for these notes is listed as 40054XSH2, with corresponding ISIN US40054XSH25.

Quarterly Coupon Payment Structure and Triggers

Investors in the notes will receive contingent quarterly coupon payments subject to a specific performance trigger. If the closing level of NVIDIA stock on any coupon observation date is greater than or equal to 60% of the initial underlier level (approximately $121.69 based on the $202.81 initial level), the notes will pay $37.50 per $1,000 face amount quarterly. This translates to a potential annual coupon rate of 15%, or 3.75% quarterly, paid on coupon payment dates immediately following each observation date.

However, if NVIDIA's closing price falls below the 60% coupon trigger level on any observation date, no coupon payment will be made for that quarter. The disclosure states that coupon observation dates commence on October 19, 2026, with corresponding coupon payment dates on October 22, 2026. Quarterly observations continue thereafter through July 17, 2029, providing investors with 12 potential coupon payment opportunities over the note's term. The contingent nature of these payments means that holders have no guarantee of receiving any coupon income if NVIDIA's stock underperforms relative to the trigger level.

Automatic Call Feature and Early Redemption Risk

The notes incorporate an automatic call feature that could result in early redemption if NVIDIA's stock performance remains strong. Beginning with the coupon observation date of January 19, 2027, and continuing through April 17, 2029, the notes will be automatically called if the closing level of the underlier is greater than or equal to the initial underlier level of $202.81 on any call observation date. Should this occur, GS Finance Corp. will pay $1,000 per $1,000 face amount on the following call payment date, along with any coupon then due, effectively ending the investor's position in the notes.

This automatic call feature presents both an opportunity and a constraint for investors. While strong NVIDIA performance leading to an automatic call would return principal to investors along with final coupon payments, it simultaneously caps upside participation. Investors cannot benefit from NVIDIA appreciation beyond the point where the stock reaches its initial level again, meaning the notes offer limited participation in bullish scenarios. The call observation dates occur quarterly, aligned with coupon observation dates, giving NVIDIA four quarters per year to trigger the automatic call mechanism from January 2027 through April 2029.

Capital Protection Buffer and Downside Risk

The notes include a capital protection feature that operates at a 50% trigger buffer level, or approximately $101.41 based on the initial underlier level. This buffer level is critical to understanding the maximum loss potential for investors. If the final underlier level on the determination date (July 17, 2029) is greater than or equal to the 50% buffer level, investors will receive the full $1,000 principal per $1,000 face amount regardless of how much NVIDIA's stock has declined from the initial level. This means NVIDIA stock could fall by nearly 50% and investors would still recover their full principal.

However, the disclosure clearly warns that investors "could lose your entire investment in the notes" if NVIDIA's stock declines significantly. If the final underlier level falls below the 50% trigger buffer level at maturity, the cash settlement amount becomes $1,000 plus $1,000 multiplied by the underlier return (which would be negative). For example, if NVIDIA's stock falls to $101, resulting in a negative 50.1% return, investors would receive approximately $490 per $1,000 face amount, representing a significant capital loss. The credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc. also applies, though the guarantee from The Goldman Sachs Group adds institutional backing to repayment obligations.

Timeline of Coupon and Call Observation Dates

The notes establish a structured timeline for investor cash flows spanning from October 2026 through July 2029. The first coupon observation date occurs on October 19, 2026, with the corresponding coupon payment on October 22, 2026, approximately three months after the original issue date of July 23, 2026. Subsequent quarterly observations follow at regular intervals: January 19, 2027; April 19, 2027; July 19, 2027; and continuing through the final determination date of July 17, 2029.

The stated maturity date for the notes is July 20, 2029, which occurs three days after the final coupon observation date. Call observation dates begin on January 19, 2027, creating the potential for early redemption starting just six months after issuance. Between the original issue date and the first call observation date, investors will have received one quarterly coupon payment (assuming NVIDIA closes above the trigger level on October 19, 2026). The disclosure indicates that all dates are subject to adjustment as described in the accompanying general terms supplement, providing flexibility for potential market disruptions or extraordinary circumstances.

Valuation and Pricing Details

The notes were priced on July 20, 2026, at 100% of face amount, or $1,000 per $1,000 face amount. However, the disclosure indicates that the estimated value of the notes on the trade date was $988 per $1,000 face amount, representing an estimated $12 per $1,000 face amount discount to the original issue price. This valuation gap suggests that the notes' market value at issuance reflected a lower theoretical worth than the $1,000 price paid by initial investors, indicating the structured product was priced at a premium relative to its derivative components and guarantee.

The underwriting discount of 0.35% of the face amount was retained by Goldman Sachs & Co. LLC as compensation for arranging and underwriting the offering. This means GS Finance Corp. received net proceeds of 99.65% of the $1.4 billion face amount, or approximately $1.3951 billion in capital. The disclosure specifies that the return on the notes for investors who purchase at the original issue price will depend in part on the purchase price, and that additional notes may be sold after the initial offering at different prices and with varying underwriting terms, affecting the relative economics for secondary market purchasers.

Registration and Regulatory Framework

The notes are issued pursuant to an effective registration statement (Registration Statement No. 333-284538) on file with the Securities and Exchange Commission. The disclosure provides the required warnings that neither the SEC nor any other regulatory body has approved or disapproved the securities, and that any representation to the contrary would constitute a criminal offense. The notes are structured as unsecured senior debt obligations of GS Finance Corp., backed by the guarantee of The Goldman Sachs Group, Inc.

The disclosure emphasizes that the notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and are not obligations of or guaranteed by any bank (beyond The Goldman Sachs Group's corporate guarantee). 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. This legal framework establishes the contractual rights and obligations governing the notes throughout their term.

Secondary Market Considerations and Trading

The disclosure indicates that Goldman Sachs & Co. LLC or other Goldman Sachs affiliates may engage in secondary market-making activities in the notes after their initial sale. Unless stated otherwise in the confirmation of sale provided to purchasers, any trading of these notes after issuance should be understood as occurring in a secondary market-making transaction facilitated by Goldman Sachs entities. This secondary market liquidity arrangement provides investors with potential exit opportunities prior to maturity, though the trading price would depend on market conditions and prevailing valuations of the underlying NVIDIA equity and interest rate environment.

Investors considering selling notes prior to the stated maturity date should understand that the secondary market price may differ significantly from the original issue price or the calculated theoretical value. The return on notes sold in the secondary market prior to a call payment date or stated maturity would depend entirely on the market value at the time of sale, which may be affected by movements in NVIDIA stock price, implied volatility, interest rates, and credit spreads of both GS Finance Corp. and The Goldman Sachs Group. The disclosure confirms that the company may decide to sell additional notes after the initial offering date at potentially different prices, which could also affect secondary market valuations.

Risk Factors and Investment Considerations

The offering highlights several critical risk factors that potential investors must evaluate. Most significantly, the disclosure warns that investors could lose their entire investment in the notes, a risk that materializes if NVIDIA's stock declines more than 50% from the initial level of $202.81. This maximum loss scenario becomes possible despite the 50% capital protection buffer, as losses equal to the full principal amount are theoretically possible if NVIDIA stock declines to zero. The contingent nature of coupon payments creates an additional risk: if NVIDIA underperforms relative to the 60% trigger level, investors receive no quarterly income despite holding the notes for the full term.

Investors also face credit risk tied to both GS Finance Corp. and The Goldman Sachs Group, Inc. While The Goldman Sachs Group's guarantee provides substantial backing, the notes remain unsecured obligations that would rank junior to secured creditors in any financial distress scenario. Additionally, the automatic call feature caps upside participation, meaning that beyond the point where NVIDIA stock reaches its initial level, investors receive no further appreciation benefit despite the underlying equity potentially continuing to rise significantly. The notes offer asymmetric risk-reward characteristics typical of structured products, with defined downside loss potential and capped upside gain potential.