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GS Finance Corp., a financing subsidiary of The Goldman Sachs Group, Inc., has filed a preliminary prospectus supplement for a new issuance of Autocallable Buffered Equity-Linked Notes tied to Microsoft Corporation's common stock performance, with an anticipated maturity date of July 20, 2028. These non-interest-bearing notes are issued under GS Finance Corp.'s Medium-Term Notes, Series F program and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The offering is priced between $900 and $930 per $1,000 face amount—below the original issue price of $1,000—highlighting a critical consideration for investors. Featuring an automatic call provision, downside buffer, and defined return scenarios, this structured note is significantly more complex than traditional bonds.
Key Points
- NASDAQ: GS-PD — Issuer is GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc.
- GS Finance Corp. is offering Autocallable Buffered Equity-Linked Notes linked to Microsoft Corporation's common stock, maturing on July 20, 2028
- Notes expected to be issued on July 22, 2026, at 100% of face value; estimated pricing value ranges from $900 to $930 per $1,000 face amount; automatic call payment of at least $1,211 per $1,000 face amount if called on the observation date expected July 30, 2027
- Investors should await final trade date terms, including the initial index stock price, underwriting discount, and net proceeds, which remain unset in the preliminary prospectus supplement
Overview of GS Finance Corp. and Medium-Term Notes Series F Program
GS Finance Corp., a financing arm of The Goldman Sachs Group, Inc., a leading global investment banking and financial services firm, is issuing these notes under its Medium-Term Notes, Series F shelf program designed for periodic issuance of structured debt instruments.
The notes will be issued pursuant to the senior debt indenture dated October 10, 2008, supplemented by the First Supplemental Indenture dated February 20, 2015, involving GS Finance Corp. as issuer, The Goldman Sachs Group, Inc. as guarantor, and The Bank of New York Mellon as trustee. Issuance will be in book-entry form, represented by master note no. 3 dated March 22, 2021. The notes carry CUSIP 40054XP44 and ISIN US40054XP447, as detailed in the preliminary prospectus supplement.
Autocallable Feature and July 2027 Call Observation Date Explained
The notes include an automatic call feature triggered if Microsoft Corporation's common stock closing price on the call observation date—expected July 30, 2027—is at or above the initial index stock price set on the trade date, anticipated to be July 17, 2026. The initial index stock price corresponds to Microsoft’s closing stock price on the trade date.
If the autocall condition is satisfied, holders will receive a payment on the call payment date, expected August 4, 2027, of at least $1,211 per $1,000 face amount. This minimum call payment will be finalized on the trade date. Early call recipients will not benefit from further Microsoft stock appreciation beyond this payment and will forfeit exposure to downside buffer protections applicable only at maturity.
Maturity Payoff Scenarios if Notes Remain Uncalled in 2027
Should the notes not be called on July 30, 2027, the maturity payoff depends on Microsoft’s stock performance from the trade date through the determination date, expected July 17, 2028. Three payoff scenarios are outlined based on Microsoft’s closing stock price relative to the initial index stock price on that date.
In the first scenario, if Microsoft’s stock price is unchanged or higher (final index stock price ≥ initial index stock price), investors will receive the greater of: (i) a threshold settlement amount of $1,422 per $1,000 face amount, or (ii) $1,000 plus $1,000 multiplied by the stock return. This structure allows participation in Microsoft’s upside with a guaranteed minimum return of $1,422 per $1,000 note, as specified in the prospectus supplement.
15% Downside Buffer and Principal Loss Risk at Maturity
The notes feature a 15% downside buffer through maturity in July 2028. If Microsoft’s stock declines by no more than 15% from the initial index stock price, investors will receive the full $1,000 principal per note, fully protecting principal in this scenario.
However, if Microsoft’s stock declines beyond 15%, losses occur. The prospectus states investors lose approximately 1.1765% of principal for every 1% drop below 85% of the initial stock price. This leveraged loss mechanism—expressed as a buffer rate of about 117.65%—indicates potential for significant losses, including total principal loss, as explicitly warned in the preliminary prospectus.
Estimated Pricing Value Versus Original Issue Price
A key disclosure in the preliminary prospectus supplement reveals the notes’ estimated fair value at pricing is between $900 and $930 per $1,000 face amount, based on Goldman Sachs & Co. LLC pricing models incorporating GS Finance Corp.’s credit spreads.
Since notes are offered at 100% face value ($1,000), investors pay a premium over estimated fair value. This gap reflects underwriting discounts, selling concessions up to 1.5%, hedging costs, and issuer economics embedded in the offering price. The estimated value will fluctuate post-trade date based on market conditions, Microsoft’s stock price, and other factors.
Market-Making, Secondary Liquidity, and Additional Amount Mechanism
Goldman Sachs & Co. LLC serves as lead underwriter and placement agent. While GS&Co. may make a market in the notes post-issuance, there is no obligation, and liquidity is not guaranteed.
The preliminary prospectus describes an "additional amount" adjustment to GS&Co.’s secondary market bid/ask prices prior to a specified date, which will decline linearly from pricing to zero by an unspecified date. Afterward, bid and ask prices (excluding customary spreads) will reflect the then-current estimated note value per GS&Co.’s models. Several dates related to this mechanism remain to be finalized.
Credit Risk and Goldman Sachs Guarantee
The notes are direct obligations of GS Finance Corp., fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., exposing investors to both issuer and guarantor credit risk. The preliminary prospectus directs investors to review credit risk disclosures on page S-18.
These notes are not bank deposits, are not FDIC insured, nor guaranteed by any governmental agency or bank. The Goldman Sachs Group, Inc.’s creditworthiness underpins payment obligations, and any credit deterioration could impact note value and repayment.
Microsoft Corporation as the Underlying Reference Stock
Microsoft Corporation’s common stock is the sole reference asset—termed the "index stock"—for payoff calculations. Microsoft is a leading U.S. publicly traded company, renowned for its Azure cloud platform, Office 365 suite, and broad technology ecosystem. Stock performance from trade date through call observation or determination date fully determines investor returns.
The prospectus clarifies GS Finance Corp. and Goldman Sachs have no affiliation with Microsoft, which has no involvement or responsibility for the notes. Investors do not own Microsoft stock but receive synthetic returns based on its stock price, requiring consideration of Microsoft’s business and stock trends when assessing suitability.
Important Dates in the Offering Schedule
The preliminary prospectus outlines key dates: trade date expected July 17, 2026 (initial index stock price and final terms set); original issue date July 22, 2026 (notes delivered); call observation date July 30, 2027 (automatic call trigger); call payment date August 4, 2027; determination date July 17, 2028 (final stock price measurement); and stated maturity date July 20, 2028.
Several details, including underwriting discount, net proceeds, and additional amount mechanism dates, remain incomplete as of the July 14, 2026 filing, reflecting the preliminary nature of the offering.
Preliminary Offering Status and Investor Guidance
The prospectus supplement is preliminary and subject to change, containing standard disclaimers that it does not constitute an offer or solicitation where prohibited. Final terms—including initial index stock price, exact call payment, underwriting discount, and net proceeds—will be established on the trade date expected July 17, 2026.
Investors should review the full preliminary prospectus supplement alongside the base prospectus supplement and base prospectus dated February 14, 2025. The preliminary supplement supersedes conflicting prior information. Investors should carefully consider credit risk, estimated value discount, liquidity constraints, and potential for total principal loss before investing.
