GS Finance Corp., with a guarantee from The Goldman Sachs Group Inc., has issued $3,297,000 worth of Leveraged Buffered EURO STOXX 50 Index-Linked Notes set to mature in 2029. These structured notes provide a 154.25% participation rate on upside index gains, while investors are exposed to losses if the index falls beyond a 15% buffer. The notes, which pay no interest, were priced on July 21, 2026, and will mature on July 26, 2029.
Key Points
- NYSE: GS-PD
- GS Finance Corp. issued $3,297,000 in leveraged EURO STOXX 50 Index-Linked Notes guaranteed by The Goldman Sachs Group, Inc.
- Features include a 154.25% upside participation rate, 85% buffer level, maturity on July 26, 2029; trade date July 21, 2026; original issue price at 100% of face value with a 0.5% underwriting discount
- Investors risk significant losses if the EURO STOXX 50 Index declines more than 15% from the initial level of 6,285.63
Structured Note Design and Payout Mechanism
The notes are structured products linked to the EURO STOXX 50 Index performance. At maturity, the payout depends on the index’s movement from the trade date to the determination date of July 23, 2029. If the final index level exceeds the initial 6,285.63, investors receive returns calculated as the upside participation rate (154.25%) multiplied by the index return, offering leveraged exposure to gains.
A 15% buffer protects investors from losses if the index falls but remains above 85% of the initial level. In this case, investors get their full principal back. However, if the index drops below the 85% buffer threshold, investors incur losses equal to 1% of the face amount for every 1% decline beyond the buffer, potentially resulting in substantial principal loss.
Issuance Details and Pricing
The total issuance amounts to $3,297,000 at an original issue price of 100% of face value. The underwriting discount is 0.5%, leaving net proceeds of 99.5%. These zero-coupon notes generate returns solely from index performance. The trade date was July 21, 2026, with the original issue date on July 24, 2026, and maturity on July 26, 2029, providing about three years of market exposure.
On the trade date, the notes were valued at approximately $990 per $1,000 face amount, indicating a discount below par. An additional amount of $10 per $1,000 face amount applies until November 20, 2026. Goldman Sachs & Co. LLC acts as the calculation agent, responsible for determining index levels and settlement amounts.
Credit and Guarantee Structure
GS Finance Corp. issues the notes, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc., enhancing credit reliability. Investors’ claims are backed by Goldman Sachs’ creditworthiness, a major global investment bank. The notes are issued under a senior debt indenture dated October 10, 2008, supplemented on February 20, 2015, with The Bank of New York Mellon as trustee. These are book-entry notes, identified by master note number 3 dated March 22, 2021, and are not FDIC insured, distinguishing them from bank deposits.
Index Specifications and Methodology
The EURO STOXX 50 Index (Bloomberg: SX5E Index) is the underlying benchmark. The initial index level was 6,285.63 on the trade date, either intra-day or closing. The final level will be the closing index value on the determination date, July 23, 2029, subject to adjustments. The index return is calculated as the percentage change from initial to final level.
Prospectus examples are illustrative only and do not predict actual results. Returns vary if notes are sold before maturity, influenced by interest rates, index volatility, and issuer credit quality.
Settlement and Payment Calculations
At maturity, cash settlement per $1,000 face amount is calculated based on index performance. If the final index exceeds the initial, investors receive $1,000 plus $1,000 times 154.25% times the index return. For example, a 10% index rise yields $1,154.25 per $1,000. If the index remains above the 85% buffer but below initial, investors recover $1,000 principal.
If the index falls below the 85% buffer, settlement equals $1,000 plus $1,000 times (index return plus 15%), reflecting full downside beyond the buffer. For instance, a 20% decline results in a $950 payout per $1,000, while a 30% decline yields $700, illustrating significant loss potential.
Regulatory Filings and Documentation
The offering was registered under Rule 424(b)(2) with Registration Statement Number 333-284538. Key documents include General Terms Supplement No. 17,745 (Jan 20, 2026), Underlier Supplement No. 49 (Jun 24, 2026), Prospectus Supplement and Base Prospectus both dated February 14, 2025, and Pricing Supplement No. 25,856 dated July 21, 2026. The pricing supplement supersedes conflicting information in prior documents.
No authorization exists for information beyond these official documents, and the issuer disclaims responsibility for unauthorized statements.
Distribution and Secondary Market Activity
Goldman Sachs & Co. LLC underwrote the notes, earning a 0.5% discount. GS Finance Corp. and affiliates may use the prospectus for initial sales and market-making transactions. Secondary market activity is expected post-issuance.
The issuer may offer additional notes at different prices and underwriting discounts after the pricing date. Returns for secondary market buyers vary based on purchase price, potentially differing from original issue returns.
Risk Factors and Investor Guidance
The prospectus highlights the risk of losing a substantial portion of principal if the index declines beyond the 15% buffer. Unlike traditional bonds, these notes expose investors to full downside risk past the buffer. Hypothetical examples illustrate possible outcomes but may not reflect actual results.
Investors should assess credit risk of both GS Finance Corp. and Goldman Sachs, noting the guarantee is limited to the parent company’s creditworthiness. The notes are not FDIC insured. Market value between issuance and maturity may fluctuate due to interest rates, index volatility, and credit quality, affecting returns.
Calculation Agent and Identifiers
Goldman Sachs & Co. LLC serves as calculation agent for index levels and settlement computations. The notes carry CUSIP 40054XLK2 and ISIN US40054XLK27, facilitating trading and tracking. The determination date and maturity date may be adjusted for market disruptions or non-trading days as per the general terms supplement.
Prospectus examples assume no market disruptions or changes in index methodology. Investors should consult supplements for full details on adjustments and administrative procedures governing the notes.