AUS
NZ
UK
CA
USA
IND
GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., announced plans to issue Capped Buffer GEARS securities tied to an unequally weighted basket of five global equity indices, as outlined in a pricing supplement filed on July 22, 2026. These securities provide enhanced upside potential capped at 79.50%, alongside contingent principal protection with an 80% downside buffer. Investors are exposed to significant losses if the basket falls below the buffer, and returns depend on the creditworthiness of both the issuer and guarantor.
Key Highlights
- NYSE ticker: GS-PD
- GS Finance Corp. to issue structured notes featuring 2.00x upside gearing on basket returns, capped at a 79.50% maximum gain
- Underlying basket includes EURO STOXX 50 (40%), Nikkei 225 (25%), FTSE 100 (17.50%), Swiss Market Index (10%), and S&P/ASX 200 (7.50%); trade date July 21, 2026; determination date July 22, 2031; maturity July 25, 2031
- Issued at 100% face value with a 3.50% underwriting discount; estimated initial trading value between $8.85 and $9.25 per $10 face amount
Structure and Weighting of Multi-Index Basket
The performance of these securities is linked to a basket of five major international equity indices weighted unequally: EURO STOXX 50 at 40%, Nikkei 225 at 25%, FTSE 100 at 17.50%, Swiss Market Index at 10%, and S&P/ASX 200 at 7.50%. This weighting means European and Japanese markets primarily drive returns, while the Australian index has minimal impact.
The initial basket level is set at 100. The final basket level is calculated by summing each index’s return weighted by its initial allocation. While gains in some indices may offset losses in others, the heavier weightings in European and Japanese equities limit full offsetting of declines by other markets.
Upside Return Mechanics and Cap on Gains
If the final basket level surpasses the initial level, investors receive returns equal to the basket’s percentage gain multiplied by a 2.00x upside gearing factor, subject to a maximum payout of $17.95 per $10 face amount. This gearing doubles positive returns up to a cap, reached when the basket appreciates to approximately 139.75% of its initial value. Beyond this point, additional gains are not passed to investors.
At pricing, the securities are valued between $8.85 and $9.25 per $10 face amount, below the 100% issue price, reflecting embedded option costs that provide upside gearing and the cap. The 3.50% underwriting discount results in net proceeds of 96.50% of face value to the issuer. Secondary market prices will affect effective returns for investors purchasing after issuance.
Contingent Principal Protection and Downside Buffer
The securities offer contingent principal protection at maturity if the final basket level remains above 80% of the initial level, allowing investors to avoid principal loss despite up to a 20% decline in the basket. If the basket falls below this 80% threshold, investors lose principal proportionally to the decline beyond the buffer. For example, a basket level of zero would result in an 80% loss of principal, with only 20% of face amount returned.
This principal protection applies only if securities are held to maturity.
Credit Risk and Guarantee Details
Payments on these securities, including principal repayment, depend on the creditworthiness of both GS Finance Corp. and The Goldman Sachs Group, Inc., which fully and unconditionally guarantees the obligations. These unsecured notes rank as general obligations without collateral backing. Investors bear both market risk from basket performance and credit risk of the issuer and guarantor.
The filing highlights that these securities carry higher risk than traditional debt and that GS Finance Corp. is not obligated to repay principal at maturity if conditions are not met. Market risk exists alongside credit risk, and financial distress at Goldman Sachs could impact payments regardless of basket results.
Estimated Valuation and Secondary Market Pricing
Goldman Sachs & Co. LLC estimated the securities’ value at pricing between $8.85 and $9.25 per $10 face amount, derived from proprietary pricing models incorporating credit spreads. This valuation is lower than the issue price due to the embedded options’ cost.
For secondary market trading, Goldman Sachs & Co. LLC may provide bid-ask prices starting near the estimated value plus a declining premium over 183 days post-issuance, eventually reflecting model-based valuations. The firm is not obligated to make a market, and actual secondary prices will include customary bid-ask spreads.
Program Details and Important Dates
These securities form part of GS Finance Corp.'s Medium-Term Notes, Series F program, issued under a SEC registration statement. The preliminary pricing supplement lists a trade date of July 21, 2026, original issue date of July 24, 2026, determination date of July 22, 2031, and maturity on July 25, 2031, subject to possible postponement.
The filing references supplemental documents, including General Terms Supplement No. 17,745 (January 20, 2026), Underlier Supplement No. 49 (June 24, 2026), and prior prospectus supplements. It clarifies that terms in the pricing supplement supersede conflicting prior information and advises investors to review all documents thoroughly.
Market-Making and Risk Disclosures
The filing states Goldman Sachs & Co. LLC or affiliates may engage in market-making post-sale using the prospectus, with no obligation to do so. Secondary market purchases may occur via Goldman Sachs entities.
Investors are cautioned to understand the substantial risks, including significant market risk if the basket declines, credit risk beyond market risk, and that principal protection applies only at maturity. The securities are not bank deposits, lack FDIC insurance, and have no government guarantees.
Distribution and Sales Information
Goldman Sachs & Co. LLC serves as the primary underwriter, with UBS Financial Services Inc. as selling agent. The issue price is 100% of face amount with a 3.50% underwriting discount, yielding net proceeds of 96.50% to the issuer. Goldman Sachs may offer additional securities later at different prices and discounts.
Returns depend partly on purchase price, so secondary market buyers may experience different effective returns despite identical basket performance, underscoring the importance of pricing in investment outcomes.
