GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., has issued $510 million in Autocallable Contingent Coupon Equity-Linked Notes due July 27, 2029, with returns tied to the performance of Boston Scientific Corporation common stock. The notes feature automatic call provisions beginning in January 2027 and offer conditional quarterly coupons of $31.25 per $1,000 face amount, subject to the underlying stock price remaining above 50% of its initial level. Investors should understand that these structured products carry significant credit and market risks, including potential loss of principal if Boston Scientific's stock declines sharply.

Key Points

  • NYSE: GS-PD
  • GS Finance Corp. issued $510 million in equity-linked notes guaranteed by The Goldman Sachs Group, Inc.
  • Notes mature July 27, 2029, with automatic call provisions from January 2027 through April 2029 if Boston Scientific stock closes at or above its initial price of $43.77
  • Quarterly coupons of $31.25 per $1,000 face amount are paid only if the underlying stock remains above 50% of the initial price; notes offer downside exposure to the index stock with a 50% knock-in level
  • Original issue price was 100% of face amount with a 0.5% underwriting discount, yielding net proceeds of 99.5% to the issuer

Structure and Terms of the Autocallable Notes

GS Finance Corp. issued the notes as part of its Medium-Term Notes, Series F program, with full and unconditional guarantee from The Goldman Sachs Group, Inc. The notes are linked to Boston Scientific Corporation common stock, with an initial index stock price of $43.77 established on the trade date of July 20, 2026. The structure incorporates observation dates commencing in October 2026 and continuing through July 2029, on which the closing price of Boston Scientific stock will be measured to determine both coupon payments and the ultimate payoff at maturity. The notes will be issued in book-entry form and are represented by master note no. 3, dated March 22, 2021, with CUSIP number 40054XQZ4 and ISIN US40054XQZ41.

The original issue date was July 23, 2026, with authorized denominations of $1,000 or any integral multiple thereof in excess. The stated maturity date is July 27, 2029. GS Finance Corp. retains the option to increase the aggregate face amount by issuing additional notes on a date subsequent to the trade date, subject to the terms disclosed in the prospectus supplement. The notes are neither bank deposits nor insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Conditional Coupon Mechanics and Observation Framework

The notes provide quarterly coupons contingent on the performance of Boston Scientific stock relative to the 50% barrier level. For each $1,000 face amount, investors will receive a coupon of $31.25 times the number of observation dates that have occurred up to and including the relevant observation date, minus any coupons previously paid. This structure means that if the stock closes above 50% of the initial index stock price on any observation date, the cumulative coupon accrual continues. However, if the closing price falls below 50% of the initial index stock price on any observation date, no coupon will be paid on the applicable payment date, and the coupon accrual resets for subsequent periods.

The observation schedule begins in October 2026 and extends through the final observation date of July 20, 2029. Investors receive coupon payments on specified payment dates corresponding to each observation. The filing states that the coupons can accumulate to as much as $31.25 per observation date multiplied by the total number of observation dates that have occurred, though this is subject to the 50% barrier condition. If the stock remains above the barrier consistently, the annualized coupon rate reaches the maximum level disclosed in the terms.

Automatic Call Feature and Early Redemption Provisions

The notes incorporate an automatic call feature that allows for early redemption if Boston Scientific's stock price appreciates. Beginning in January 2027 and continuing through April 2029, the notes will be automatically called on any observation date if the closing price of Boston Scientific stock is greater than or equal to the initial index stock price of $43.77. When the notes are called, investors receive payment on the next scheduled payment date equal to the face amount of the notes plus the applicable coupon calculated at that time.

This automatic call mechanism effectively caps the upside potential for note holders, as investors will not participate in gains beyond the initial stock price level. The feature provides an exit mechanism for GS Finance Corp. should the underlying stock appreciate, limiting the company's obligation to continue paying coupons and exposure to further stock price appreciation. Investors should note that if the notes are called early, they will receive their principal and accrued coupon but will not benefit from any continued appreciation of Boston Scientific stock.

Maturity Payoff Structure and Downside Exposure

At maturity on July 27, 2029, the cash settlement amount depends on the final index stock price measured on the determination date, which is the final observation date of July 20, 2029. If the final index stock price is greater than or equal to 50% of the initial index stock price, investors will receive $1,000 face amount plus any applicable final coupon for each $1,000 of notes held. The disclosure states that in this scenario, investors recover their full principal plus accumulated coupons.

If the final index stock price falls below 50% of the initial index stock price, investors will receive the sum of $1,000 plus a product equal to the index stock return times $1,000, with no coupon payment. This means that if Boston Scientific stock declines by more than 50% from the initial price of $43.77, investors will experience a proportional loss of principal. For example, a 60% decline in the stock price would result in investors receiving only 40% of their face amount at maturity. The filing emphasizes that investors will receive less than 50% of the face amount and no coupon in such adverse scenarios.

Estimated Value and Secondary Market Pricing

At the time the terms of the notes were set on the trade date of July 20, 2026, the estimated value of the notes was approximately $983 per $1,000 face amount, as determined by Goldman Sachs & Co. LLC using proprietary pricing models and accounting for the company's credit spreads. This estimated value is less than the original issue price of 100% of face amount, reflecting the cost of the embedded equity options and the credit risk of the issuer and guarantor. The filing explains that the value of the notes depends on many factors and cannot be predicted with certainty.

Goldman Sachs & Co. LLC indicated that the price at which it would initially buy or sell the notes in a market-making capacity would equal approximately $983 per $1,000 face amount plus an additional $17 per $1,000 face amount, for an initial bid-ask midpoint of approximately $1,000 per $1,000 face amount. Prior to October 20, 2026, this additional amount will decline on a straight-line basis toward zero. On and after October 20, 2026, the price at which Goldman Sachs & Co. LLC would buy or sell the notes will equal the then-current estimated value as determined by its pricing models, without the additional amount. The filing notes that Goldman Sachs & Co. LLC has no obligation to make a market in the notes and customary bid-ask spreads will apply to any secondary market transactions.

Guarantee and Credit Risk Considerations

The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., meaning that investors have recourse to both GS Finance Corp. and its parent company for the payment of principal and interest. However, this guarantee does not eliminate credit risk, as the value of the guarantee depends on the credit quality and financial strength of The Goldman Sachs Group, Inc. The prospectus supplement directs investors to page S-21 for a more detailed discussion of credit risk and other material risks associated with the investment.

Investors should evaluate the credit quality of both GS Finance Corp. and The Goldman Sachs Group, Inc. before committing capital to these notes. The guarantee structure provides an additional layer of protection compared to notes issued by a weaker entity; however, it does not insulate investors from market risk related to Boston Scientific stock performance or from the structural risks inherent in the note design, such as the 50% barrier for coupon payments and the capped upside due to the automatic call feature.

Offering Details and Distribution

The notes were offered pursuant to Rule 424(b)(2) under the Securities Act of 1933, with registration statement number 333-284538. The aggregate face amount issued on the original issue date was $510 million, though the prospectus supplement explicitly states that GS Finance Corp. may decide to sell additional notes at issue prices and with underwriting discounts and net proceeds that differ from those set forth in the initial offering. The return on any additional notes sold will depend in part on the issue price at which they are purchased.

The prospectus supplement is dated July 20, 2026, and serves as supplement to the prospectus dated February 14, 2025, and the prospectus supplement dated February 14, 2025. Investors are directed to read the full prospectus, including these supplemental documents, to understand all terms and conditions. The filing clarifies that in a market-making transaction, unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, the prospectus is being used in connection with that secondary market activity.

Investment Risks and Structural Considerations

The autocallable notes present several distinct investment risks that potential buyers must carefully evaluate. The primary market risk stems from the 50% barrier level, below which coupon payments cease and the notes become subject to principal loss on a dollar-for-dollar basis with further stock price declines. Boston Scientific stock would need to decline by more than 50% from the initial price of $43.77 for investors to experience actual principal loss at maturity, but the prospect of losing coupons exists at any level below the 50% barrier. Additionally, the automatic call feature means that investors do not benefit from significant appreciation of Boston Scientific stock beyond the initial price level, capping potential upside returns.

Liquidity risk is also relevant, as these are structured products and secondary market trading may be limited. While Goldman Sachs & Co. LLC may act as a market maker, it has no obligation to do so, and bid-ask spreads on secondary trades may be wider than those for more liquid securities. The notes are complex financial instruments whose value changes based on numerous factors, including Boston Scientific stock price movements, interest rate levels, credit spreads, and implied volatility. Investors should carefully consider these factors and consult with financial advisors before making investment decisions.

Prospectus Documentation and Legal Framework

The notes will be issued under the senior debt indenture dated October 10, 2008, as supplemented by the First Supplemental Indenture dated February 20, 2015, among GS Finance Corp. as issuer, The Goldman Sachs Group, Inc. as guarantor, and The Bank of New York Mellon as trustee. This indenture framework, referred to as the "GSFC 2008 indenture" in the accompanying prospectus materials, establishes the legal rights and obligations of all parties. The prospectus supplement is part of the official offering documentation and must be read in conjunction with the base prospectus and any other documents incorporated by reference.

The filing emphasizes that the information in the prospectus supplement supersedes any conflicting information in the documents listed above, and some terms or features described in those listed documents may not apply to these notes. For example, references to "GS Finance Corp." in the offering materials mean only GS Finance Corp. and do not include its subsidiaries or affiliates, while references to "The Goldman Sachs Group, Inc." mean only that entity and do not include its subsidiaries or affiliates. References to "Goldman Sachs" mean The Goldman Sachs Group, Inc. together with its consolidated subsidiaries and affiliates, including GS Finance Corp. These definitional distinctions are important for understanding the scope of the guarantee and the identity of the parties to the offering.