Goldman Sachs Launches $21.6 Million Autocallable Notes Tied to NVIDIA Stock Performance

Structure Overview and NVIDIA Stock Linkage

GS Finance Corp. designed these notes to offer contingent coupon income tied to NVIDIA’s stock performance, while allowing for potential capital gains if the semiconductor giant’s shares rise. The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., providing credit support for payment obligations but not protecting against equity-linked losses. The underlying asset is NVIDIA Corporation common stock (Bloomberg ticker "NVDA UW"), with an initial price of $207.29 established on July 21, 2026. The notes have a one-year maturity window from July 24, 2026, to August 26, 2027, positioning them as short-duration equity-linked structured products.

These notes blend fixed income features with equity-linked derivatives. Investors buy notes at face value totaling $21.566 million, with a 2.15% underwriting discount, resulting in net proceeds of 97.85% of capital raised. The estimated value at trade date was $969 per $1,000 face amount, indicating a discount due to embedded options and contingent structures. An additional amount of $31 per $1,000 face amount with an end date of October 20, 2026, addresses the valuation gap.

Contingent Monthly Coupon Payments

Coupon payments depend on NVIDIA’s stock price meeting a trigger level on each observation date. If NVIDIA closes at or above 61% of the initial $207.29 price (approximately $126.45) on coupon observation dates, GS Finance Corp. pays $10.25 per $1,000 face amount. This equates to a potential annual coupon rate of 12.30% if all monthly coupons are paid. Coupon observation dates run from August 21, 2026, through August 23, 2027, with payments made within three to five business days after each observation.

If NVIDIA closes below the trigger on any coupon date, no coupon is paid that month. Coupons are all-or-nothing, with no partial payments. Goldman Sachs & Co. LLC acts as calculation agent, determining coupon eligibility and payment amounts. There are thirteen coupon observation dates over the note’s life.

Automatic Call and Early Redemption Features

The notes include an automatic call feature that redeems the investment early if NVIDIA’s stock closes at or above the initial price ($207.29) on any call observation date from January 21, 2027, through July 21, 2027. Six call observation dates provide opportunities for early redemption. Upon call, GS Finance Corp. redeems notes at $1,000 per $1,000 face plus any due coupon, ending equity exposure early. This benefits investors if NVIDIA appreciates but introduces reinvestment risk at potentially lower yields.

This call feature caps upside gains by terminating the notes early if NVIDIA’s price rises above the initial level. Starting in the sixth month, investors face monthly early redemption risk, potentially limiting extended upside participation.

Principal Risk and Trigger Buffer Loss Mechanism

The notes do not guarantee principal at maturity. If not called, at maturity on August 26, 2027, payment depends on NVIDIA’s closing stock price on August 23, 2027. If the final price is at or above 61% of the initial price (~$126.45), investors receive full principal plus any final coupon. If below, investors incur losses proportional to the stock decline relative to the initial price.

Investors could lose their entire principal if NVIDIA’s stock falls to near zero. The settlement formula is $1,000 + ($1,000 × underlier return), where underlier return = (final price - initial price) ÷ initial price. For example, a 50% drop to $103.65 results in a $500 payout per $1,000 face amount. The 61% trigger buffer offers 39% downside protection but no full principal guarantee.

Credit Risk and Guarantor Exposure

Credit risk applies to GS Finance Corp. and its parent, The Goldman Sachs Group, Inc., which fully and unconditionally guarantees payment obligations. However, this guarantee does not cover equity-linked losses from NVIDIA’s stock decline. The notes are not bank deposits, not FDIC insured, nor guaranteed by any bank, limiting investor protection to the Goldman Sachs guarantee.

Investors must assess creditworthiness of both entities as deterioration could affect payments. The notes are issued under a senior debt indenture with The Bank of New York Mellon as trustee.

Pricing, Valuation, and Secondary Market Notes

Priced on July 21, 2026, with issue date July 24, 2026, the notes were offered at face value totaling $21.566 million. The 2.15% underwriting discount reduced net proceeds to about $21.1 million. The estimated value at issuance was $969 per $1,000 face, reflecting the cost of embedded options and downside exposure. GS Finance Corp. or affiliates may engage in secondary market transactions, with prices varying from face value, impacting investor returns. These notes are part of GS Finance Corp.’s Medium-Term Notes, Series F program.

NVIDIA Stock Correlation and Market Risks

Returns depend entirely on NVIDIA’s stock price relative to the initial $207.29 level. NVIDIA’s role as a semiconductor and AI computing leader exposes notes to technology sector dynamics, AI adoption, chip industry competition, and macroeconomic factors. The notes offer no diversification versus direct NVIDIA ownership and no dividend benefits. Coupon payments require stock price above 61%, creating a scenario where moderate declines eliminate income but preserve principal.

The August 23, 2027 determination date fixes payoff based on a single trading day, introducing timing risk. Early automatic call may limit upside if NVIDIA appreciates significantly. These notes represent a targeted bet on NVIDIA stock price range within a defined timeframe.

Program Documentation and Administration

Issued under GS Finance Corp.’s Medium-Term Notes, Series F program, documentation includes the July 21, 2026 pricing supplement, General Terms Supplement No. 17,745, and base prospectus dated February 14, 2025. The pricing supplement governs terms. Notes are issued in book-entry form via master note no. 3 dated March 22, 2021, allowing electronic settlement through Depository Trust Company.

Goldman Sachs & Co. LLC serves as calculation agent, responsible for payment and trigger determinations. CUSIP and ISIN identifiers are 40054XLE6 and US40054XLE66, respectively. Only authorized agents provide official information.

Potential Outcomes and Investor Scenarios

Hypothetical examples illustrate how NVIDIA’s stock price affects coupons and maturity payoffs. If NVIDIA closes at or above $207.29 on any call date from January to July 2027, notes redeem early at $1,000 plus accrued coupons. If NVIDIA remains above $126.45 but below $207.29, coupons may be forfeited but principal is preserved. If below $126.45, principal losses occur proportional to stock decline.

Coupon observation dates create thirteen checkpoints for monthly $10.25 payments, while six call dates allow early redemption. Investors should model various NVIDIA price paths to understand exposure. Sideways trading between $180 and $200 may result in missed coupons and no early call, leading to weak returns. Early appreciation above $215 triggers redemption, capping gains.

Risk Warnings and Investor Guidance

The prospectus warns investors they could lose their entire investment. Coupons are contingent and non-cumulative; missed payments do not accrue interest. Notes rank as senior debt but carry multiple risks: issuer and guarantor credit risk, equity price risk, interest rate risk affecting secondary market prices, and liquidity risk.

These notes suit investors with sophisticated understanding of structured products and equity-linked derivatives. Potential coupon income and automatic call features must be weighed against principal loss and coupon forfeiture risks. Secondary market transactions may involve price discovery risk and illiquidity.