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GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., has introduced underlier-linked notes maturing in 2028. These notes’ maturity payments are tied to the performance of the S&P 500 Index and the iShares MSCI EAFE ETF. Featuring a capped maximum settlement amount of $1,221 per $1,000 face value, they are fully guaranteed by The Goldman Sachs Group, Inc. The trade date is scheduled for July 24, 2026, with an original issue date of July 29, 2026.
Key Highlights
- NYSE ticker: GS-PD
- GS Finance Corp. issued underlier-linked notes maturing in 2028, backed by The Goldman Sachs Group, Inc. guarantee
- Maximum settlement capped at $1,221 per $1,000 face amount; trade date July 24, 2026; maturity on July 27, 2028
- No periodic interest payments; returns depend on the lesser performing underlier between S&P 500 Index and iShares MSCI EAFE ETF over the term
Dual Underlier Structure and Payment Details
GS Finance Corp.’s notes are designed to reflect the performance of two underliers: the S&P 500 Index (Bloomberg: SPX Index) and the iShares MSCI EAFE ETF (Bloomberg: EFA UP Equity). The payout at maturity is based on the underlier with the lower return during the observation period. Investors benefit only if both underliers appreciate from the trade date to the determination date, with payments calculated by applying the lesser performing underlier’s return to the $1,000 principal, capped at $1,221.
These notes offer downside protection by guaranteeing the return of principal if either underlier does not appreciate. Should the final level of any underlier be equal to or below its initial level on the determination date, investors receive $1,000 per $1,000 face amount. If both underliers gain value, investors receive the principal plus the lesser underlier’s return, subject to the $1,221 cap.
Issuance Terms and Details
Issued by GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., the notes carry a full and unconditional guarantee from the parent company. Goldman Sachs & Co. LLC acts as the calculation agent, determining underlier levels and settlement amounts. The notes are issued in book-entry form under registration number 333-284538, with CUSIP 40054XTR9 and ISIN US40054XTR97.
The original issue date is July 29, 2026, following a trade date of July 24, 2026. The determination date for final underlier levels is July 24, 2028, with maturity on July 27, 2028. Both dates may be adjusted per the general terms supplement. These notes do not pay periodic interest; all returns are realized at maturity through the underlier-linked settlement.
Return Calculation and Underlier Performance
Returns are calculated by comparing the final and initial levels of each underlier, with the lesser performing underlier determining the total return. The return is the percentage change from trade date to determination date, applied to the $1,000 face amount and capped at $1,221.
Investors should note that returns are linked directly to the iShares MSCI EAFE ETF performance, not the underlying international equity index. The S&P 500 Index offers exposure to large-cap U.S. equities, while the iShares MSCI EAFE ETF covers developed international markets outside North America. By focusing on the weaker performing underlier, the notes reward appreciation in both markets while protecting against declines in either.
Valuation and Pricing Insights
At pricing, the notes’ estimated value ranged between $925 and $955 per $1,000 face amount, reflecting the embedded optionality and credit guarantee costs. This valuation discount below the 100% issue price represents the cost of the structured features and issuer credit risk.
The issuer may offer additional notes after this pricing supplement, potentially at different prices and underwriting terms. Returns will vary depending on the issue price paid, meaning investors purchasing at different times could experience materially different outcomes despite identical underlier performance.
Credit and Guarantee Considerations
The Goldman Sachs Group, Inc. provides a full, unconditional guarantee, making its creditworthiness a key factor for investors. The notes are unsecured obligations of GS Finance Corp., secured by this parental guarantee. Investors should assess both GS Finance Corp.’s operational risk and Goldman Sachs’ credit risk. These notes are not bank deposits and lack FDIC or governmental insurance.
They are issued under the senior debt indenture dated October 10, 2008, supplemented February 20, 2015, involving GS Finance Corp., The Goldman Sachs Group, Inc., and The Bank of New York Mellon as trustee. This framework offers standard corporate debt protections but does not mitigate market or underlier performance risks inherent in these structured notes.
Program and Documentation Overview
These notes are part of GS Finance Corp.’s Medium-Term Notes, Series F program, enabling issuance of customized debt securities. Investors should review this pricing supplement alongside related documents: general terms supplement #17,745 (January 20, 2026), underlier supplement for ETFs #3 (May 4, 2026), underlier supplement #49 (June 24, 2026), prospectus supplement (February 14, 2025), and base prospectus (February 14, 2025).
This pricing supplement supersedes conflicting information in other documents. Not all features described in accompanying materials apply specifically to these notes. Thorough review of all documents is essential for understanding terms, risks, and features before investing.
Illustrative Scenarios and Investor Guidance
Hypothetical examples show how varying closing levels of the lesser performing underlier on the determination date impact maturity settlement amounts. These assume purchase at original issue price and holding to maturity. Investors should not interpret these illustrations as predictions of future results.
Secondary market sales prior to maturity will yield returns based on market value at sale, influenced by factors such as interest rates, underlier volatility, and issuer creditworthiness. Examples assume no market disruptions, non-trading days, or changes in underlier calculation methods on the determination date.
Market-Making and Secondary Market Dynamics
GS Finance Corp. may use this prospectus for initial sales. Goldman Sachs & Co. LLC or affiliates may engage in market-making transactions post-sale. Unless otherwise stated, prospectuses in secondary market transactions generally indicate market-making activities, not new offerings.
Secondary market pricing may differ significantly from original issue price due to market conditions, credit changes, and underlier-linked structure valuation. Liquidity and the ability to exit positions before maturity depend on market conditions and Goldman Sachs’ market-making efforts.
Risks and Limitations of Product Structure
Although principal is protected if either underlier declines, this downside safety comes at a valuation discount. The $1,221 cap limits upside returns regardless of strong underlier performance, potentially disadvantaging investors in scenarios of significant gains.
Because returns are based on the lesser performing underlier, gains are limited by the weakest market. If one underlier rises sharply while the other falls, returns reflect only the modest appreciation of the weaker performer. No periodic interest is paid; all returns are deferred until maturity and realized via settlement.
