AUS
NZ
UK
CA
USA
IND
_10_04_2024_16_38_50_427275.jpg)
GS Finance Corp., backed by a full guarantee from The Goldman Sachs Group Inc., has issued $341 million worth of autocallable contingent coupon equity-linked notes maturing in 2029, tied to Lululemon Athletica Inc. common stock performance. These notes include automatic call features activated when Lululemon's stock closes at or above its initial price on designated observation dates, alongside quarterly coupon payments contingent on the stock closing above a 50 percent trigger level. Investors should be aware of substantial downside risks, including the possibility of losing their entire principal if the stock price declines sharply.
Key Points
- NYSE Symbol: GS-PD
- GS Finance Corp. issued $341 million in autocallable equity-linked notes guaranteed by The Goldman Sachs Group Inc.
- Notes mature on July 27, 2029, with an initial Lululemon stock price of $116.67 per share
- Investors should consult financial advisors to assess credit risks of GS Finance Corp. and Goldman Sachs, as well as equity risks tied to Lululemon stock
Issuer Details and Structured Product Overview
GS Finance Corp. launched these autocallable contingent coupon equity-linked notes under its Medium-Term Notes Series F program, fully and unconditionally guaranteed by The Goldman Sachs Group Inc. This $341 million offering provides investors exposure to Lululemon Athletica Inc. common shares through a structured note format. The notes are issued in book-entry form, represented by master note number 3 dated March 22, 2021, and governed by the senior debt indenture dated October 10, 2008, as amended.
The notes were priced at 100% of face value with a 0.5% underwriting discount, yielding net proceeds of 99.5% of face amount. Pricing occurred on July 20, 2026, with issuance on July 23, 2026. Goldman Sachs & Co. LLC acts as calculation agent, responsible for monitoring Lululemon stock performance and determining payment amounts based on specified triggers and observation dates.
Coupon Payment Structure and Conditions
Quarterly coupon payments depend on Lululemon's stock closing price relative to a 50% trigger level. On each coupon payment date, investors receive $35.625 per $1,000 face amount if the stock closes at or above 50% of the initial price ($116.67) on the relevant coupon observation date. Coupon amounts accumulate over time, with each payment reflecting the cumulative amount due minus previously paid coupons.
If the stock closes below the 50% trigger on any coupon observation date, no coupon is paid for that quarter. Coupon observation dates begin October 20, 2026, and continue quarterly through July 20, 2029, with payments made one week later.
Automatic Call Feature and Early Redemption
The notes include an automatic call provision that redeems the notes early if Lululemon's stock closes at or above the initial price of $116.67 on any call observation date. Call observation dates start January 20, 2027, and occur quarterly through April 20, 2029, with call payments following one week after each observation date.
If called, investors receive $1,000 per $1,000 face amount plus any accrued coupon on the subsequent call payment date. This caps upside returns for investors purchasing below par, limiting potential gains beyond par value upon call. While early redemption offers return certainty, it restricts participation in further stock appreciation.
Principal Risk and Downside Exposure
If the notes reach maturity without being called, principal repayment depends on Lululemon's final stock price relative to the 50% trigger buffer. If the final closing price is at or above 50% of the initial price, investors receive full principal ($1,000 per $1,000 face amount). If below, investors receive $1,000 multiplied by the ratio of the final to initial stock price, potentially resulting in significant principal losses.
The underlier return is calculated as (final price - initial price) divided by initial price. Substantial declines in Lululemon stock from the $116.67 initial level expose investors to proportional losses, including the risk of total principal loss if the stock falls to zero. This risk is separate from equity risk and includes credit risk of GS Finance Corp. and Goldman Sachs.
Initial Pricing and Valuation
On the trade date, Goldman Sachs valued the notes at $978 per $1,000 face amount, below the issue price of $1,000. The $22 difference reflects embedded option costs and structural features. An additional $22 amount was offered with an end date of October 19, 2026, partially offsetting the initial valuation discount during the early holding period.
The return depends partly on the purchase price, especially if GS Finance Corp. or Goldman Sachs trade the notes in secondary markets at different prices post-offering. GS Finance Corp. retains the right to issue additional notes at varying prices and underwriting discounts after the initial issuance.
Reference Asset and Underlying Stock Details
Lululemon Athletica Inc. (Bloomberg ticker: LULU UW) is the sole underlying asset for these notes. The initial stock price of $116.67 corresponds to the intra-day or closing price on July 20, 2026. The final stock price used for maturity calculations is the closing price on July 20, 2029, the last coupon observation date, subject to adjustments outlined in the general terms supplement.
Linking to a single equity concentrates risk in Lululemon's market performance, which is subject to factors such as consumer demand, fashion trends, supply chain issues, and competitive dynamics. Any adverse developments affecting Lululemon's business or stock price will directly influence the notes' value and payments.
Credit and Guarantee Considerations
While GS Finance Corp. issues the notes, they are fully guaranteed by The Goldman Sachs Group Inc., providing investors with the parent company's credit backing. Investors should carefully assess the creditworthiness of both entities. The notes are not bank deposits, lack FDIC insurance, and are not guaranteed by any bank or government agency. Recovery in default depends on bankruptcy proceedings and creditor priority.
The guarantee enhances security compared to unguaranteed obligations but does not eliminate credit risk. Investors should evaluate Goldman Sachs' financial health and credit ratings before investing.
Maturity and Observation Timeline
The notes feature quarterly observation and payment schedules from October 2026 through July 2029. Coupon observation dates occur on October 20, January 20, April 20, and July 20, with coupon payments one week later on the 27th. Call observation dates begin January 20, 2027, and continue quarterly through April 20, 2029, enabling early redemption at par if stock price conditions are met.
The maturity date is July 27, 2029, with the final stock price determination on July 20, 2029. All dates are subject to adjustments per the general terms supplement. Investors should review the supplement dated January 20, 2026, along with the prospectus supplement and base prospectus dated February 14, 2025, for full terms and conditions.
Regulatory and Documentation Framework
This offering is governed by multiple documents including the pricing supplement dated July 20, 2026, general terms supplement number 17,745 dated January 20, 2026, and prospectus supplements dated February 14, 2025. The pricing supplement supersedes conflicting information in underlying documents. Investors must review all materials to fully understand the terms.
The notes are registered under Registration Statement Number 333-284538 filed under Rule 424(b)(2). The prospectus is an offer only where lawful. GS Finance Corp. and Goldman Sachs have not authorized any information beyond what is contained or referenced in official documents and disclaim responsibility for external information reliability.
