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On July 20, 2026, GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., filed a pricing supplement for callable fixed-coupon index-linked notes maturing in 2028. These notes track the Nasdaq-100 and S&P 500 indices, providing investors with monthly coupon payments and issuer redemption rights, alongside performance-based principal repayment at maturity. The $1,250,000 aggregate issuance offers a structured equity market exposure vehicle with a defined maturity date.
Key Points
- NYSE ticker: GS-PD
- GS Finance Corp. issued callable index-linked notes guaranteed by The Goldman Sachs Group, Inc., linked to Nasdaq-100 and S&P 500, maturing July 20, 2028
- Fixed monthly coupons paid on the 20th of each month starting August 2026; issuer can redeem notes at 100% face value plus accrued coupon from July 2027 through June 2028
- Principal repayment at maturity depends on the lower-performing index; full principal returned if both indices remain at or above 80% of initial levels, otherwise proportional loss applies
Dual Index Structure and Product Design
GS Finance Corp. structured these notes to simultaneously track two major equity benchmarks: the Nasdaq-100 and the S&P 500 indices. Performance measurement spans from the trade date of July 15, 2026, through the determination date on July 17, 2028. The maturity payout is based on the index with the lesser return, exposing investors to both technology-focused and broad-market equity performance within a single instrument.
Issued under GS Finance Corp.'s Medium-Term Notes, Series F program, the notes carry a $1,250,000 aggregate face amount with denominations of $1,000 or multiples thereof. The securities are issued in book-entry form with a master note, facilitating streamlined settlement and custody.
Coupon Payments and Redemption Features
Investors will receive fixed monthly coupon payments on the 20th of each month starting August 2026 through maturity. These coupons provide steady income separate from the principal repayment, which is performance-dependent.
From July 2027 to June 2028, GS Finance Corp. holds the right to redeem the notes at 100% of face value plus accrued coupon on any coupon payment date. Redemption must be exercised in full, granting the issuer control over the notes’ lifespan during the final year and offering flexibility amid favorable market conditions, though potentially limiting investor upside.
Principal Protection and Performance Conditions
The notes feature a principal protection mechanism triggered by index performance thresholds. If both indices close at or above 80% of their initial July 15, 2026 levels on the determination date, investors receive full principal ($1,000 per $1,000 face amount) plus the final coupon at maturity.
If either index falls below 80%, principal repayment is reduced proportionally based on the lower-performing index’s return. This structure means losses occur only if at least one index declines more than 20%, with downside risk linked to the worst-performing index.
Pricing Details and Estimated Value
The original issue price was 100% of face value, with a 0.85% underwriting discount, resulting in net proceeds of 99.15%. The estimated value at pricing was approximately $977 per $1,000 face amount, reflecting embedded risks and the issuer’s call option.
Goldman Sachs & Co. LLC would initially trade the notes near this estimated value plus an additional $23 per $1,000 face amount, declining linearly to zero by October 15, 2026. Pricing incorporates Goldman Sachs’ credit spreads and internal models, with secondary market pricing reflecting the product’s complexity.
Initial Index Levels and Return Calculations
On the trade date, the Nasdaq-100 Index was set at 29,502.60 and the S&P 500 Index at 7,572.40. Returns are calculated as the percentage change from these initial levels to final levels on July 17, 2028. The prospectus allows for index modifications or replacements as necessary.
Maturity and Payment Schedule
The notes mature on July 20, 2028, with the determination date for index performance set three business days earlier on July 17, 2028. Approximately 24 monthly coupon payments will be made on the 20th of each month from August 2026 through maturity, with the final payment including principal repayment based on index performance.
Credit Guarantee and Structural Details
The Goldman Sachs Group, Inc. unconditionally guarantees the notes issued by GS Finance Corp., providing investors recourse to the parent company. The notes are issued under a senior debt indenture dated October 10, 2008, as supplemented in 2015, with The Bank of New York Mellon acting as trustee. These securities are unsecured debt instruments, not FDIC insured or bank guaranteed.
Secondary Market and Trading Information
GS Finance Corp. may use the prospectus for initial sales, while Goldman Sachs & Co. LLC or affiliates may engage in market-making post-issuance. The firm is not obligated to make a market but may facilitate trading. The additional pricing amount will phase out by October 15, 2026, transitioning secondary market pricing to model-based valuations.
Regulatory Filings and Documentation
This filing is Amendment No. 1 dated July 20, 2026, to Pricing Supplement No. 25,908 dated July 15, 2026. The notes are registered under Registration Statement No. 333-284538 and filed under Rule 424(b)(2) of the Securities Act of 1933. CUSIP 40054XN46 and ISIN US40054XN467 identify the securities for trading and settlement.
Index Adjustment and Successor Provisions
The Bloomberg symbols "NDX Index" for Nasdaq-100 and "SPX Index" for S&P 500 are used, with provisions allowing index modification or replacement as outlined in the prospectus. Successor underlier clauses ensure continuity in the event of index changes during the two-year term, safeguarding investor interests and issuer obligations.
This flexibility addresses potential market events or index methodology changes without requiring note amendments, ensuring consistent performance measurement throughout the investment period.
