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GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., has launched Medium-Term Notes tied to the S&P 500 Index, Russell 2000 Index, and State Street Technology Select Sector SPDR ETF performance. These securities, maturing August 2, 2029, incorporate an auto-callable structure featuring contingent quarterly coupons and principal-at-risk elements. The initial offering price stands at $1,000 per note, with an underwriting discount up to $23.25 per note.
Key Highlights
- NYSE ticker: GS-PD
- GS Finance Corp. issued structured notes with automatic call tied to the lowest-performing of three market underliers
- Contingent quarterly coupon payments of at least $29.50 per $1,000 (11.80% annualized) payable only if the lowest-performing underlier closes at or above 70% of its initial value
- Principal loss risk if not called and the lowest-performing underlier falls below 70% threshold at maturity on August 2, 2029
Multi-Underlier Structure and Performance Determination
The notes reference three market benchmarks: the S&P 500 Index, Russell 2000 Index, and State Street Technology Select Sector SPDR ETF. Unlike typical linked notes that may track a single index or reward the best-performing component, these notes base returns on the lowest-performing underlier among the three. On each calculation day, the underlier with the lowest closing value relative to its starting value dictates the return profile, exposing investors to downside risk from the weakest performing benchmark.
This three-underlier framework exposes investors to risks across large-cap equities (S&P 500), small-cap equities (Russell 2000), and technology sector exposure (State Street ETF). Investors do not benefit from gains in the better-performing underliers; instead, any significant decline in one underlier negatively impacts payments throughout the term. The State Street ETF tracks the technology sector index, adding sector concentration risk. Weakness in any single component affects payment calculations despite strength in others.
Contingent Quarterly Coupon Payment Conditions
Coupon payments are contingent and determined quarterly based on the lowest-performing underlier's closing value. Coupons of at least $29.50 per $1,000 face value (11.80% annualized) are payable only if the lowest-performing underlier closes at or above 70% of its initial value on the calculation date. The exact coupon amount will be finalized on the pricing date, July 31, 2026.
If the lowest-performing underlier falls below 70% on any calculation day, no coupon is paid for that quarter. Should the lowest-performing underlier remain below this threshold for every calculation day during the term, investors will receive no contingent coupons. Coupons are paid quarterly to registered holders on the record date.
Auto-Call Feature and Early Redemption Terms
The notes include an automatic call provision allowing GS Finance Corp. to redeem early before maturity on August 2, 2029. From January 2027 through April 2029, if on any quarterly calculation day the lowest-performing underlier closes at or above its initial value, the notes may be called. Upon auto-call, investors receive principal plus a final contingent coupon.
This auto-call caps upside potential at par plus the final coupon while leaving downside risk unprotected. Once triggered, the notes terminate, locking in returns equal to accrued coupons and principal. This asymmetric payoff—limited upside with full downside exposure—is a key risk factor for investors.
Principal Risk and Maturity Downside Threshold
If not called early, investors face principal loss risk at maturity. Full principal is returned only if the lowest-performing underlier closes at or above 70% of its initial value on August 2, 2029. Should it close below this threshold, investors incur losses exceeding 30%, potentially losing their entire principal.
The principal loss is dollar-for-dollar based on how far below 70% the lowest-performing underlier falls at maturity. Investors do not gain from any appreciation beyond par nor receive dividends from underlying securities during the holding period.
No Dividend Participation and Lowest-Performer Exposure
Investors will not receive dividends from securities included in any underlier, despite the underlying indices and ETF potentially paying dividends. This exclusion reduces effective returns compared to direct index or ETF ownership.
The "lowest-performer" design means returns depend solely on the weakest performing underlier. For example, if the S&P 500 rises 10%, Russell 2000 rises 5%, and the technology ETF declines 2%, returns are determined by the 2% decline. This creates concentration risk and potential adverse outcomes even if two underliers perform well.
Valuation Range and Underwriting Details
At pricing, the estimated fair value of these notes is between $925 and $955 per $1,000 face amount, reflecting risk-adjusted valuation of coupons and auto-call features. The offering price is $1,000 per note, with an underwriting discount up to $23.25, resulting in net proceeds of $976.75 per note.
The difference between fair value and offering price covers issuer and underwriter costs, including market-making and distribution. Goldman Sachs & Co. LLC may also pay up to 0.30% of face amount to selected dealers for marketing. These fees reduce investor returns.
Credit Risk and Guarantor Obligations
Payments are guaranteed by The Goldman Sachs Group, Inc., but subject to credit risk. Investors cannot seek payment from GS Finance Corp. or underlying securities. Default by issuer or guarantor could result in partial or total loss regardless of market performance.
The guarantee exposes investors to Goldman Sachs Group's consolidated credit risk. These notes are not bank deposits, are uninsured by FDIC or other agencies, and are not traditional bank obligations.
Registration and Disclosure Documents
This preliminary pricing supplement, dated July 21, 2026, was filed under Rule 424(b)(2) related to Registration Statement No. 333-284538. It supplements Product Supplement No. 9 (January 20, 2026), Underlier Supplement No. 49 (June 24, 2026), Prospectus Supplement (February 14, 2025), and base Prospectus (February 14, 2025). Investors should review all documents for full terms, risks, and legal details.
The final pricing supplement will be issued after the July 31, 2026 pricing date, with initial issuance expected August 5, 2026. The layered disclosure ensures SEC compliance but requires investors to integrate information across multiple filings. This preliminary document is not a solicitation or offer where prohibited.
Market Liquidity and Investment Horizon
The notes have no exchange listing and are intended to be held to maturity. Secondary market liquidity is limited, with no firm market-making commitment from Goldman Sachs & Co. LLC. Secondary trading, if any, may occur at prices near estimated fair value or wider spreads depending on market conditions.
This structure suits buy-and-hold investors with multi-year horizons and tolerance for complex structured note risks. Investors needing liquidity before maturity may face significant discounts in secondary sales. The complexity and risk profile indicate these notes are designed for sophisticated investors familiar with structured products.
