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GS Finance Corp., backed by The Goldman Sachs Group Inc., has launched $1.5 billion in Autocallable Contingent Coupon Equity-Linked Notes maturing in 2029, as detailed in a prospectus supplement filed with the SEC on July 22, 2026. These notes are linked to the stock performance of CrowdStrike Holdings Inc. Class A common shares, Microsoft Corporation common shares, and Snowflake Inc. common shares, featuring automatic call provisions activated if all three stocks meet or surpass their initial prices on any observation date. At pricing, the notes had an estimated value of about $965 per $1,000 face value, issued at 100% of face amount with a 1% underwriting discount.
Key Points
- NYSE: GS-PD 6 GS Finance Corp. issues $1.5 billion in equity-linked structured notes
- Automatic call triggered if CrowdStrike, Microsoft, and Snowflake trade at or above initial prices on any observation date from July 2027 to June 2029
- Initial stock prices set at $198.49 for CrowdStrike, $402.29 for Microsoft, and $274.34 for Snowflake as of July 20, 2026 trade date
- Monthly coupon of 1.8959% (approximately 22.75% annualized) payable only if all three stocks remain at or above 60% of initial prices; maturity date is July 25, 2029
- Maturity payoff provides full face value if any stock exceeds its initial price; if all three fall below initial prices, payout is based on the worst-performing stock's percentage loss
Structured Note Design and Underlying Assets
GS Finance Corp. structured these notes to offer investors exposure to three leading technology and cloud computing companies via a complex equity-linked instrument. The notes track CrowdStrike Holdings Inc. Class A common stock, Microsoft Corporation common stock, and Snowflake Inc. common stock. Initial prices were established on the July 20, 2026 trade date at $198.49 for CrowdStrike, $402.29 for Microsoft, and $274.34 for Snowflake. These prices serve as benchmarks for subsequent price movements and determine triggers for automatic calls and coupon eligibility.
The selection of these technology firms provides diversified exposure across cybersecurity, enterprise software, cloud infrastructure, and cloud data platforms. CrowdStrike specializes in cybersecurity, Microsoft leads in enterprise software and Azure cloud services, and Snowflake offers cloud-based data platform solutions. The notes’ payoff depends on the combined performance of all three stocks, influencing coupon payments and potential early redemption.
Autocall Feature and Early Redemption Terms
The notes include an automatic call mechanism that allows early termination if all three reference stocks perform well. On monthly observation dates—occurring on the 20th of each month from August 2026 through July 2029—the notes will be called if each stock’s closing price is at or above its initial price. Upon an autocall, investors receive the principal amount plus a coupon payment three business days after the observation date.
This early redemption feature offers investors the possibility of capital return before the July 25, 2029 maturity, contingent on the stocks maintaining or exceeding their initial prices simultaneously. While this provides downside protection and early liquidity, it limits upside potential beyond accrued coupons prior to the call.
Coupon Payments and Barrier Protection
Coupons are paid monthly at a rate of 1.8959% per $1,000 face value (about 22.75% annualized), but only if all three stocks close at or above 60% of their initial prices on the observation date. The coupon is cumulative, calculated as $18.959 multiplied by the number of observation dates elapsed minus previously paid coupons.
If any stock falls below the 60% barrier on an observation date, no coupon is paid for that date. This barrier offers downside protection by suspending coupons only if stocks decline significantly. Coupon payments resume on subsequent eligible dates without retroactively compensating missed payments.
Maturity Payoff and Trigger Event Conditions
At maturity on July 25, 2029, the final payout depends on whether a "trigger event" occurs. A trigger event is defined as all three stocks closing below their initial prices on the July 20, 2029 determination date. If no trigger event occurs—meaning at least one stock trades above its initial price—investors receive the full $1,000 face value per note, regardless of other stocks’ performance. If all three are also at or above 60% of initial prices, the final coupon is paid.
If a trigger event occurs, the payout is reduced based on the worst-performing stock’s percentage loss, calculated against the $1,000 face amount. For example, a 50% decline in the worst stock results in a $500 payout plus any eligible final coupon. The filing warns that in such a scenario, investors could receive less than 60% of face value and no coupon, highlighting significant downside risk.
Estimated Valuation and Secondary Market Pricing
The notes’ estimated value at pricing was approximately $965 per $1,000 face amount, below the 100% issue price. This reflects Goldman Sachs’ pricing models incorporating credit spreads and the economic cost of embedded options and credit risk.
Goldman Sachs & Co. LLC stated it would trade the notes prior to November 20, 2026 at the estimated value plus an initial premium of $35 per $1,000 face amount, declining linearly to zero by November 19, 2026. Afterward, bid-ask spreads would reflect customary spreads over the estimated value. This provides investors with an indication of secondary market pricing, though actual spreads may vary.
Issuance Details and Underwriting
GS Finance Corp. issued the notes on July 23, 2026, at 100% of face value, with a 1% underwriting discount, resulting in net proceeds of 99%. The discount compensates the underwriters and distribution team. Further fee details are outlined in the "Supplemental Plan of Distribution."
The notes are part of GS Finance Corp.'s Medium-Term Notes, Series F program, fully and unconditionally guaranteed by The Goldman Sachs Group Inc., providing investors recourse to the parent company. They are issued under the senior debt indenture dated October 10, 2008, supplemented February 20, 2015, with The Bank of New York Mellon as trustee.
Observation Schedule and Coupon Accrual
Observation dates occur monthly on the 20th from August 2026 through July 2029, totaling 35 dates. On each, stock closing prices determine autocall triggers, coupon eligibility, and maturity payoff conditions.
The autocall observation period runs from July 2027 through June 2029, offering a two-year window for early redemption if all stocks trade at or above initial prices. This structure allows one year of coupon accrual before early call risk begins. The final observation date on July 20, 2029, serves as both the trigger event determination and last coupon observation.
Credit Risk and Investor Considerations
The filing clarifies these notes are not bank deposits, lack FDIC or governmental insurance, and are not bank obligations. Although guaranteed by Goldman Sachs Group Inc., investor recovery depends on the issuer’s creditworthiness. Detailed credit risk and estimated value discussions appear on page S-20 of the full prospectus.
The difference between issue price and estimated value reflects the cost of structured features and credit exposure. Note valuations will fluctuate with stock prices, interest rates, volatility, and credit spreads, causing secondary market prices to differ from initial estimates.
Regulatory Filings and Documentation
The July 22, 2026 prospectus supplement supplements earlier documents dated February 14, 2025, and must be read together. It supersedes conflicting information in prior documents and notes some terms may not apply to these notes.
The offering is made under Rule 424(b)(2) related to Registration Statement No. 333-284538. Goldman Sachs & Co. LLC acts as underwriter and potential market maker but is not obligated to maintain a market. The prospectus may be used for initial sales and subsequent market-making.
