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GS Finance Corp., backed by The Goldman Sachs Group, Inc., has introduced $1.4 billion in autocallable contingent coupon equity-linked notes tied to NVIDIA Corporation common stock, set to mature in 2029. These notes offer quarterly coupon payments up to a 15% annual rate if NVIDIA's stock remains above a 60% trigger threshold, while investors risk total loss if the stock drops below a 50% capital protection buffer. The notes were priced on July 20, 2026, with an original issue date of July 23, 2026.
Key Points
- NYSE: GS-PD
- GS Finance Corp. issued $1.4 billion in autocallable notes linked to NVIDIA, guaranteed by The Goldman Sachs Group, Inc.
- Notes mature on July 20, 2029; quarterly coupon observations start October 19, 2026, with automatic call features beginning January 19, 2027
- Initial underlier level set at $202.81 (NVIDIA closing price on July 17, 2026), with coupon trigger at 60% and capital protection buffer at 50% of initial level
- Investors should track NVIDIA stock performance relative to trigger levels and quarterly automatic call observation dates through April 2029
Equity-Linked Note Structure and Terms
GS Finance Corp. has issued structured debt instruments linked to NVIDIA Corporation's common stock performance, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., providing credit protection from a leading financial institution. The $1.4 billion aggregate principal amount was priced with a 0.35% underwriting discount, yielding net proceeds of 99.65% of the face value.
These medium-term notes fall under the GS Finance Corp. Medium-Term Notes, Series F program, issued in book-entry form and represented by a master note dated March 22, 2021. Investors purchasing at the original issue price of 100% face value effectively acquire instruments valued at $988 per $1,000 face amount on the trade date, reflecting a built-in discount. An additional $12 per $1,000 face amount applies through November 19, 2026.
NVIDIA Underlier and Performance Benchmarks
Returns on the notes depend entirely on NVIDIA common stock performance, with the initial underlier level set at $202.81, the closing price on July 17, 2026. This baseline governs all performance calculations and trigger determinations over the three-year term. The initial underlier level is noted as lower than the closing price on the trade date, July 20, 2026, which was not disclosed.
Underlier return is calculated as the percentage change from the initial level to the final level on July 17, 2029, the last coupon observation and determination date. This calculation impacts coupon payments and final settlement. Goldman Sachs & Co. LLC acts as calculation agent. The notes carry CUSIP 40054XSH2 and ISIN US40054XSH25.
Quarterly Coupon Payments and Trigger Conditions
Coupon payments are contingent on NVIDIA stock closing at or above 60% of the initial level (approximately $121.69). If met on any coupon observation date, investors receive $37.50 per $1,000 face amount quarterly, equating to a 15% annual coupon rate. If the stock closes below this threshold, no coupon is paid that quarter.
Coupon observation dates begin October 19, 2026, with payments following on October 22, 2026, and continue quarterly through July 17, 2029, totaling 12 potential coupon payments. The contingent nature means coupon income is not guaranteed if NVIDIA underperforms.
Automatic Call Feature and Early Redemption Risks
Starting January 19, 2027, and through April 17, 2029, the notes may be automatically called if NVIDIA's closing price equals or exceeds the initial level of $202.81 on any call observation date. If triggered, GS Finance Corp. pays $1,000 per $1,000 face amount plus any due coupon, ending the investment early.
This feature limits upside potential by capping participation once NVIDIA stock recovers to the initial level, despite possible further appreciation. Call observation dates align quarterly with coupon observations, offering four opportunities annually to trigger early redemption.
Capital Protection Buffer and Downside Exposure
A capital protection buffer exists at 50% of the initial level, approximately $101.41. If the final underlier level on July 17, 2029, is at or above this buffer, investors receive full principal repayment regardless of stock decline up to nearly 50%.
However, if NVIDIA's stock falls below the 50% buffer, investors risk losing principal. The final cash settlement equals $1,000 plus $1,000 times the underlier return, which would be negative. For example, a drop to $101 (a 50.1% loss) would yield about $490 per $1,000 face amount, a significant loss. Credit risk applies to GS Finance Corp. and The Goldman Sachs Group, though the latter's guarantee provides institutional backing.
Coupon and Call Observation Schedule
The notes’ cash flow timeline spans from October 2026 to July 2029. The first coupon observation is October 19, 2026, with payment on October 22, 2026, roughly three months post-issuance on July 23, 2026. Subsequent quarterly observations occur regularly through July 17, 2029.
Maturity is set for July 20, 2029, three days after the final observation. Call observation dates start January 19, 2027, enabling early redemption six months after issuance. Between issuance and first call observation, investors may receive one quarterly coupon if conditions are met. Dates may adjust per the general terms supplement for market or extraordinary events.
Pricing and Valuation Insights
Priced July 20, 2026, at par ($1,000 per $1,000 face), the notes had an estimated trade date value of $988 per $1,000 face, reflecting a $12 discount. This indicates the structured product was issued at a premium relative to its theoretical derivative and guarantee components.
Goldman Sachs & Co. LLC retained a 0.35% underwriting discount, resulting in net proceeds of approximately $1.3951 billion. Returns for investors depend partly on purchase price, with potential subsequent note issuances at varied prices and underwriting terms affecting secondary market economics.
Regulatory and Registration Details
Issued under SEC Registration Statement No. 333-284538, these notes carry standard disclaimers that neither the SEC nor other regulators have approved or disapproved the securities. They are unsecured senior debt obligations of GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc.
These notes are not bank deposits, lack FDIC or governmental insurance, and are not bank obligations beyond Goldman Sachs' corporate guarantee. They are governed by a senior debt indenture dated October 10, 2008, supplemented February 20, 2015, with The Bank of New York Mellon as trustee, defining contractual rights and obligations.
Secondary Market and Trading Considerations
Goldman Sachs & Co. LLC and affiliates may facilitate secondary market trading post-issuance. Unless otherwise noted, secondary trades are market-making transactions by Goldman Sachs entities, offering liquidity but subject to market conditions and valuations of NVIDIA stock, interest rates, and credit spreads.
Investors selling before maturity should note secondary prices may diverge from original issue or theoretical values. Additional note sales after the initial offering may occur at different prices, influencing secondary market pricing.
Investment Risks and Considerations
The offering underscores key risks: investors may lose their entire principal if NVIDIA stock declines beyond 50% from $202.81, despite the capital protection buffer. Coupon payments are contingent, with no guaranteed income if NVIDIA underperforms the 60% trigger.
Credit risk exists for GS Finance Corp. and The Goldman Sachs Group, though the latter’s guarantee provides substantial support. The automatic call feature limits upside, capping gains once NVIDIA stock returns to the initial level. These notes exhibit typical structured product asymmetric risk-reward profiles, with defined downside loss and capped upside potential.
