Goldman Sachs Issues $782 Million Autocallable Notes Linked to Dow Inc. Stock Performance Through 2030

Structural Design and Coupon Mechanics of the Equity-Linked Notes

The notes issued by GS Finance Corp. are designed as autocallable instruments that provide investors with regular income through quarterly coupon payments while maintaining exposure to Dow Inc. equity performance. Investors will receive $25 in coupon payments for each $1,000 of face amount on quarterly coupon payment dates specified in the prospectus supplement, which equates to a 2.5% quarterly coupon rate or up to 10% per annum. These coupon payments represent a fixed income component that distinguishes the notes from traditional equity investments and provides downside protection through guaranteed periodic cash distributions.

The coupon structure remains consistent throughout the life of the notes unless the notes are automatically called prior to maturity. The prospectus supplement emphasizes that unless the notes are redeemed through the automatic call feature, investors will continue to receive the quarterly coupon payments through the stated maturity date of July 18, 2030. This income stream is separate from any final principal repayment or equity-linked returns due at maturity, creating a layered payment structure that combines fixed-income characteristics with equity market exposure.

Automatic Call Feature and Redemption Trigger Mechanism

A distinguishing feature of these notes is the automatic call provision, which allows GS Finance Corp. to redeem the notes in whole if the closing price of Dow Inc. stock reaches or exceeds the initial index stock price of $29.70 on any call observation date. The call observation dates occur on quarterly dates specified within the prospectus supplement, aligning with the regular coupon payment schedule. If a redemption event occurs on any such date, the notes will be automatically called, and investors will receive the face amount of $1,000 per note plus the coupon then due on the applicable call payment date.

This automatic call feature introduces an element of capital return optionality for the issuer, as GS Finance Corp. can terminate the notes early if Dow Inc. stock appreciates sufficiently. Call payment dates commence in July 2027 and continue through April 2030, providing multiple windows during which the automatic redemption could trigger. The mechanism effectively caps investors' upside participation in Dow Inc. equity appreciation, as early redemption at par value would occur before the final maturity date, preventing investors from capturing the full equity-linked payoff that might otherwise be available if the notes remained outstanding to their scheduled maturity.

Equity-Linked Returns and Principal Protection at Maturity

If the notes are not automatically called prior to the stated maturity date, the final payoff structure is determined by the performance of Dow Inc. stock between the trade date of July 15, 2026, and the determination date of July 15, 2030. The amount received at maturity, in addition to the final coupon payment, depends on the index stock return, calculated as the percentage change in the closing price of Dow Inc. stock from the initial price of $29.70 to the final index stock price on the determination date.

For each $1,000 face amount of notes held to maturity, if the final index stock price is greater than or equal to 50% of the initial index stock price (representing a decline of no more than 50%), investors will receive $1,000 in principal repayment plus the final coupon. However, if the final index stock price falls below 50% of the initial index stock price (a decline greater than 50%), investors will receive less than the full face amount. In this scenario, the repayment equals $1,000 plus the product of $1,000 times the index stock return, which would result in a loss of principal beyond the $1,000 base amount. The prospectus supplement explicitly states that in such circumstances, investors will receive less than 50% of the face amount of the notes, illustrating the downside equity-linked risk embedded in the structure.

Valuation and Secondary Market Pricing Framework

The prospectus supplement discloses that the estimated value of the notes at the time the terms were set on the trade date of July 15, 2026, was approximately $964 per $1,000 face amount, as determined using pricing models employed by Goldman Sachs & Co. LLC and accounting for the firm's credit spreads. This estimated value of $964 is notably lower than the original issue price of 100% of face amount (or $1,000), indicating that the structured product carries embedded costs and reflects the value of options and embedded features that benefit the issuer.

Goldman Sachs & Co. LLC has provided guidance on secondary market pricing for investors seeking to buy or sell the notes after the initial issuance. Prior to October 15, 2026, the firm indicated it would price the notes at approximately the sum of the then-current estimated value determined by its pricing models plus any remaining additional amount, which declines on a straight-line basis to zero by October 14, 2026. From October 15, 2026, onward, the secondary market price would equal approximately the then-current estimated value as determined by the pricing models. The prospectus supplement emphasizes that these prices do not include Goldman Sachs & Co. LLC's customary bid and ask spreads, and that the firm is not obligated to make a market in the notes.

Issuance Details and Underwriting Discount Structure

GS Finance Corp. issued the notes on July 17, 2026, with an aggregate face amount of $782 million at an original issue price of 100% of the face amount. The authorized denominations for the notes are $1,000 or any integral multiple of $1,000 in excess thereof, allowing investors flexibility in position sizing. The prospectus supplement notes that GS Finance Corp. retains the sole option to increase the aggregate face amount by selling additional notes on a date subsequent to the trade date, with any such additional issuances potentially bearing different issue prices and underwriting discounts than the original offering.

The underwriting discount applied to the original issuance was 3.1% of the face amount, resulting in net proceeds to the issuer of 96.9% of face amount. This discount structure means that the actual net capital received by GS Finance Corp. from the $782 million offering was approximately $758 million after deducting underwriting costs. The prospectus supplement explicitly discloses that the return on investors' notes investment will depend in part on the issue price paid for such notes, indicating that variations in pricing for subsequent tranches would affect investor returns differently.

Guarantee Structure and Credit Considerations

The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., the parent company of GS Finance Corp. This guarantee structure provides investors with recourse to the broader credit profile of The Goldman Sachs Group, rather than relying solely on the credit quality of GS Finance Corp. as the direct issuer. The prospectus supplement directs investors to review disclosure regarding the credit risk of both GS Finance Corp. and The Goldman Sachs Group, Inc., on page S-18 of the accompanying materials, indicating that credit analysis of the guarantor represents a material consideration for potential investors.

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. The notes will be issued in book-entry form and represented by master note number 3 dated March 22, 2021. The CUSIP and ISIN identifiers are 40054XG93 and US40054XG933, respectively, enabling investors and financial institutions to track and settle the securities through standard market infrastructure. The prospectus supplement emphasizes that the 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 any bank beyond the parent company guarantee stated above.

Integration with Existing Medium-Term Notes Program

The autocallable notes are part of the Medium-Term Notes, Series F program of GS Finance Corp., which operates under an existing registration statement filed with the Securities and Exchange Commission. The prospectus supplement constitutes a supplement to prior prospectus materials dated February 14, 2025, and information contained in the current supplement supersedes any conflicting information in those earlier documents. Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use the prospectus in market-making transactions of the notes after their initial sale, and unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, the prospectus is being used in a market-making transaction.

The Medium-Term Notes program structure allows GS Finance Corp. to access capital markets on an ongoing basis with varying note structures tailored to investor demand and market conditions. The autocallable notes linked to Dow Inc. represent one product offering within this broader framework, demonstrating the issuer's capacity to design complex structured products that combine fixed-income and equity-linked features. The program's existence since at least February 2025 indicates an established market presence for GS Finance Corp. structured products among institutional and retail investors seeking exposure to equity-linked returns with defined income streams.

Risk Considerations and Investor Suitability Assessment

The prospectus supplement emphasizes that investors should thoroughly review the terms and risks of the notes, particularly the credit risk associated with both GS Finance Corp. and The Goldman Sachs Group, Inc. The inclusion of a 50% barrier level means that if Dow Inc. stock declines by more than 50% from the initial price of $29.70 over the four-year period to July 15, 2030, investors would experience principal loss beyond the base $1,000 face amount per note. This downside scenario represents a material risk for investors who purchase the notes and hold them to maturity, as they would be exposed to equity market declines that exceed the specified threshold.

The automatic call feature introduces call risk, where investors' returns would be capped at the coupon plus par value if Dow Inc. stock appreciates sufficiently to trigger redemption on any call observation date from July 2027 onward. This feature creates an asymmetric payoff where investors benefit from quarterly coupons and potential principal recovery in range-bound or declining scenarios, but surrender upside participation in strong equity performance through early redemption. The estimated value of approximately $964 per $1,000 face amount at issuance reflects the market's assessment of these structural features, with the $36 discount representing the embedded cost of options and other derivative components that favor the issuer.

Index Definition and Dow Inc. Stock Considerations

The notes are linked to the common stock of Dow Inc., identified by the Bloomberg ticker "DOW UN" at the time of the prospectus supplement filing. The prospectus supplement reserves the right to replace or adjust the index stock as provided in the terms, though specific mechanics of such replacement or adjustment are referenced in supplemental documentation. Dow Inc. operates as a diversified chemical company, and the notes' payoff structure creates a four-year bet on the company's stock price performance from the July 15, 2026, trade date through the July 15, 2030, determination date.

The initial index stock price of $29.70 was established as either an intra-day price or the closing price of one share of Dow Inc. stock on the trade date of July 15, 2026. This price serves as the benchmark for determining whether redemption events occur on any call observation date, as well as the baseline for calculating index stock return at maturity. Investors should assess the historical volatility of Dow Inc. stock, its exposure to chemical industry cycles, and broader macroeconomic factors that influence equity valuations, as these elements directly affect the probability of the automatic call trigger and the ultimate payoff at maturity.

Prospectus Documents and Legal Framework References

The complete prospectus for the notes consists of the prospectus supplement dated July 15, 2026, in conjunction with a prospectus dated February 14, 2025, and an earlier prospectus supplement dated February 14, 2025. The prospectus supplement represents Prospectus Supplement No. 25,708, indicating that GS Finance Corp. has issued numerous structured products under its Medium-Term Notes program. The prospectus supplement does not set forth all of the terms of the notes and therefore should be read in conjunction with the accompanying documents, which contain additional legal and structural information relevant to understanding the securities.

The notes are governed by the senior debt indenture dated October 10, 2008, between GS Finance Corp. as issuer, The Goldman Sachs Group, Inc. as guarantor, and The Bank of New York Mellon as trustee, as supplemented by the First Supplemental Indenture dated February 20, 2015. This indenture framework, referred to as the GSFC 2008 indenture in the accompanying prospectus supplement, establishes the legal rights and obligations of all parties to the securities. Investors should review the complete indenture documentation and prospectus materials to understand all terms, conditions, and procedures related to the notes, including maturity procedures, redemption mechanics, and investor remedies in case of issuer default.