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GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., has announced the issuance of $3.482 billion in Callable Contingent Coupon Underlier-Linked Notes maturing in 2029, as detailed in a pricing supplement dated July 21, 2026. These notes feature contingent monthly coupon payments tied to the performance of the EURO STOXX 50 Index alongside two State Street sector ETFs focused on technology and utilities. This issuance marks the latest addition to Goldman Sachs' medium-term notes program and is fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.
Key Points
- NYSE Ticker: GS-PD
- GS Finance Corp. issued $3.482 billion in Callable Contingent Coupon Underlier-Linked Notes with maturity on July 26, 2029
- Notes were priced on July 21, 2026, with an original issue date of July 24, 2026; underwriting discount stands at 0.5% of face value
- Coupon observation dates begin August 21, 2026; issuer holds right to redeem notes on any coupon payment date starting July 2027
Note Structure and Underlying Performance Mechanics
The notes are structured as contingent coupon instruments where monthly coupon payments depend on the performance of three underliers: the EURO STOXX 50 Index, the State Street Technology Select Sector SPDR ETF, and the State Street Utilities Select Sector SPDR ETF. On each coupon observation date, if each underlier’s closing level is at or above 60% of its initial level (the coupon trigger), the notes pay $10 per $1,000 face value, equating to a 1% monthly coupon or up to 12% annualized. If any underlier closes below this trigger level, no coupon is paid for that month.
Initial underlier levels set on the trade date July 21, 2026, are 6,285.63 for the EURO STOXX 50 Index, $180.78 for the Technology Select Sector SPDR ETF, and $44.92 for the Utilities Select Sector SPDR ETF. Underlier returns are calculated by dividing the difference between final and initial levels by the initial level, with the final level determined on July 23, 2029. This multi-underlier setup exposes investors to diversified risks across European equities and two U.S. equity sectors.
Maturity Payoff and Downside Risk Features
At maturity on July 26, 2029, if not previously redeemed, payment depends on the lowest-performing underlier among the three. If all final underlier levels meet or exceed 60% of their initial levels, investors receive the full $1,000 face amount plus any final coupon. If any underlier falls below 60%, investors receive $1,000 plus a payment equal to $1,000 multiplied by the lowest underlier return.
This structure exposes investors to significant downside risk, as poor performance in a single underlier can substantially reduce returns or cause losses, regardless of other underliers’ performance. The pricing supplement warns investors they could lose their entire investment, emphasizing the critical importance of understanding this risk before investing.
Issuer Redemption Rights and Early Call Feature
GS Finance Corp. retains the right to redeem the notes in full on any coupon payment date from July 2027 through June 2029, with at least three business days’ notice to note holders and the trustee. Upon redemption, investors receive $1,000 per $1,000 face amount plus any coupon due on the next payment date.
This early call feature creates an asymmetric risk-reward profile, allowing the issuer to redeem when advantageous, potentially limiting investor upside. It also provides the issuer with flexibility to manage liabilities and refinance under favorable market conditions. Coupon payment dates occur monthly, offering frequent redemption opportunities.
Calculation Agent and Administrative Details
Goldman Sachs & Co. LLC serves as the calculation agent, responsible for determining underlier levels, calculating returns, and verifying coupon eligibility on observation dates. The pricing supplement overrides any conflicting terms in related documents, including supplements dated February 2025 through June 2026.
Coupon observation dates begin August 21, 2026, with payments approximately five business days later. The final coupon observation is July 23, 2029, with maturity on July 26, 2029. Monthly observations require investors to monitor underlier closing levels closely to understand coupon payment eligibility.
Underlying Indices and ETFs Explained
Returns depend on the EURO STOXX 50 Index and two State Street ETFs: Technology Select Sector SPDR ETF (XLK) and Utilities Select Sector SPDR ETF (XLU). XLK offers exposure to large-cap U.S. technology stocks, while XLU targets U.S. utilities. The EURO STOXX 50 Index tracks 50 leading eurozone blue-chip companies, providing geographic diversification.
Importantly, the notes link to the ETFs’ performance, not directly to the indices, meaning ETF management fees, tracking errors, and operational costs may affect returns. This portfolio-like structure combines European and U.S. sector equities, but the lowest-performing underlier determines final payoff.
Pricing, Underwriting Costs, and Net Proceeds
Offered at 100% of face value, the $3.482 billion issuance incurred a 0.5% underwriting discount, yielding net proceeds of approximately $3.465 billion to GS Finance Corp. The pricing supplement notes the estimated note value on the trade date was at least equal to face value but acknowledges valuation depends on multiple factors and may fluctuate.
GS Finance Corp. may issue additional notes later at different prices and underwriting discounts. Investor returns will vary depending on purchase price, especially in secondary market transactions. Goldman Sachs & Co. LLC and affiliates may engage in market-making for these notes post-issuance unless otherwise confirmed.
Credit Guarantee and Risk Profile
The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., providing investors recourse to the parent company’s credit if GS Finance Corp. defaults. These notes are not bank deposits and lack FDIC or governmental insurance. The credit risk depends on The Goldman Sachs Group’s financial strength, and investors should review detailed credit risk disclosures on page PS-8 of the prospectus.
Risk Warnings and Potential for Total Loss
The prospectus clearly warns investors of the possibility of losing their entire investment due to the payoff structure relying on the worst-performing underlier. If any underlier drops below 60% of its initial level, principal losses occur at maturity. Extreme declines could result in losses exceeding the initial investment.
Additionally, monthly coupon payments are forfeited if any underlier closes below the 60% coupon trigger, potentially causing intermittent income loss. The monthly assessment frequency increases exposure to short-term volatility. Investors should carefully assess their risk tolerance before investing.
Secondary Market Liquidity and Trading Considerations
The pricing supplement indicates Goldman Sachs and affiliates may act as market makers, providing liquidity for investors seeking to trade notes before maturity. However, secondary market availability and pricing are not guaranteed, and bid-ask spreads may be wide due to product complexity.
Investors should consider potential challenges and costs associated with early liquidation when evaluating these notes for their portfolios.
Program and Regulatory Framework
These notes are issued under GS Finance Corp.’s Medium-Term Notes, Series F program, supported by supplements dated January 20, May 4, and June 24, 2026, and a master prospectus dated February 14, 2025. These documents provide the legal and operational framework for the notes.
The prospectus emphasizes that neither the SEC nor other regulators have approved or disapproved these securities or verified the prospectus’s accuracy. Investors are urged to conduct independent due diligence and consult qualified financial and legal advisors to determine suitability.
