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GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., has issued $510 million in Autocallable Contingent Coupon Equity-Linked Notes maturing July 27, 2029, with returns tied to Boston Scientific Corporation common stock performance. These notes include automatic call provisions starting January 2027 and offer conditional quarterly coupons of $31.25 per $1,000 face amount, contingent on the underlying stock price staying above 50% of its initial level. Investors should be aware that these structured products involve significant credit and market risks, including potential principal loss if Boston Scientific's stock declines substantially.
Key Points
- NYSE: GS-PD
- GS Finance Corp. issued $510 million in equity-linked notes guaranteed by The Goldman Sachs Group, Inc.
- Notes mature on July 27, 2029, with automatic call options from January 2027 through April 2029 if Boston Scientific stock closes at or above its initial price of $43.77
- Quarterly coupons of $31.25 per $1,000 face amount are paid only if the underlying stock remains above 50% of the initial price; notes expose investors to downside risk with a 50% knock-in level
- Original issue price was 100% of face amount with a 0.5% underwriting discount, resulting in net proceeds of 99.5% to the issuer
Autocallable Notes Structure and Terms
GS Finance Corp. issued these notes under its Medium-Term Notes, Series F program, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes are linked to Boston Scientific Corporation common stock, with an initial index stock price of $43.77 set on the trade date July 20, 2026. Observation dates start in October 2026 and continue through July 2029, during which Boston Scientific's closing stock price will determine coupon payments and final maturity payoff. The notes are issued in book-entry form, represented by master note no. 3 dated March 22, 2021, with CUSIP 40054XQZ4 and ISIN US40054XQZ41.
The original issue date was July 23, 2026, with authorized denominations of $1,000 or multiples thereof. The stated maturity date is July 27, 2029. GS Finance Corp. may increase the aggregate face amount by issuing additional notes after the trade date, subject to prospectus supplement terms. These notes are not bank deposits and are not insured by the FDIC or any other government agency.
Conditional Coupon Payments and Observation Schedule
Quarterly coupons are contingent on Boston Scientific stock maintaining a closing price above 50% of the initial index price. For each $1,000 face amount, investors receive $31.25 times the number of observation dates up to the relevant date, minus any previously paid coupons. If the stock closes below 50% on any observation date, no coupon is paid for that period, and the coupon accrual resets. Observation dates run from October 2026 through July 20, 2029, with coupons paid on specified payment dates. If the stock remains consistently above the barrier, the annualized coupon reaches the maximum disclosed rate.
Automatic Call Feature and Early Redemption
Starting January 2027 through April 2029, the notes will be automatically called on any observation date if Boston Scientific's closing stock price is at or above $43.77. Upon automatic call, investors receive principal plus the applicable coupon on the next payment date. This feature caps upside potential, as investors do not benefit from gains beyond the initial stock price. It also provides GS Finance Corp. a mechanism to limit exposure and coupon payments if the stock appreciates significantly.
Maturity Payoff and Downside Risk
At maturity on July 27, 2029, the cash settlement depends on the final stock price measured on July 20, 2029. If the final price is at least 50% of the initial price, investors receive $1,000 plus any final coupon per $1,000 face amount, recovering full principal and coupons. If the final price is below 50%, investors receive $1,000 plus the product of the stock return times $1,000, with no coupon. For example, a 60% stock decline results in receiving only 40% of principal at maturity. The filing highlights that investors could lose more than half their principal and all coupons in adverse scenarios.
Estimated Valuation and Secondary Market Pricing
On the trade date July 20, 2026, Goldman Sachs & Co. LLC estimated the notes’ value at approximately $983 per $1,000 face amount, reflecting embedded equity option costs and credit risk. This is below the 100% issue price. Goldman Sachs & Co. LLC indicated initial bid-ask midpoint pricing near $1,000 per $1,000 face amount, including a temporary $17 per $1,000 additional amount declining to zero by October 20, 2026. After that date, pricing aligns with estimated value without the additional amount. The firm is not obligated to make a market, and secondary market bid-ask spreads may be wider.
Guarantee and Credit Risk
The notes are fully guaranteed by The Goldman Sachs Group, Inc., providing recourse to both GS Finance Corp. and its parent for principal and interest. However, credit risk remains tied to Goldman Sachs’ financial strength. Investors should review credit risk details on page S-21 of the prospectus supplement. The guarantee adds protection compared to weaker issuers but does not eliminate market risk from Boston Scientific stock performance or structural risks such as the 50% coupon barrier and capped upside.
Offering and Distribution Information
The notes were offered under Rule 424(b)(2) of the Securities Act of 1933, registration number 333-284538, with an initial aggregate face amount of $510 million. GS Finance Corp. may issue additional notes with varying prices, underwriting discounts, and proceeds. The prospectus supplement dated July 20, 2026 supplements the base prospectus dated February 14, 2025, and prior supplements. Investors should consult all offering documents to understand terms fully. The filing notes that the prospectus is used in secondary market transactions unless otherwise stated.
Investment Risks and Considerations
These autocallable notes carry risks including the 50% barrier below which coupons stop and principal loss occurs on a dollar-for-dollar basis. A decline of more than 50% in Boston Scientific stock from $43.77 triggers principal loss at maturity. The automatic call feature limits upside returns by redeeming notes early if the stock price reaches or exceeds the initial level. Liquidity risk exists as secondary market trading may be limited, and Goldman Sachs & Co. LLC has no obligation to make a market. The notes’ value is influenced by stock price, interest rates, credit spreads, and volatility. Investors should consult financial advisors before investing.
Legal Framework and Documentation
The notes are issued under the senior debt indenture dated October 10, 2008, supplemented February 20, 2015, among GS Finance Corp. as issuer, Goldman Sachs as guarantor, and The Bank of New York Mellon as trustee. This indenture governs legal rights and obligations. The prospectus supplement supersedes conflicting information in prior documents. References to "GS Finance Corp." pertain only to that entity, excluding subsidiaries, while "The Goldman Sachs Group, Inc." refers solely to the parent company. "Goldman Sachs" includes the parent and consolidated subsidiaries, including GS Finance Corp. These distinctions clarify the guarantee scope and parties involved in the offering.
