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GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., has submitted a preliminary pricing supplement for Autocallable Contingent Coupon Equity-Linked Notes maturing in 2028, linked to NVIDIA Corporation common stock performance. These notes incorporate a contingent quarterly coupon structure, an automatic call feature, and a maturity date of July 26, 2028. The offering carries significant risks, including the possibility of total loss if the underlying stock falls below designated trigger levels.
Key Highlights
- NYSE: GS-PD — Goldman Sachs Finance subsidiary issuing structured notes guaranteed by The Goldman Sachs Group
- Autocallable equity-linked notes tied to NVIDIA stock with contingent quarterly coupon payments
- Trade date: July 21, 2026; original issue date: July 24, 2026; maturity date: July 26, 2028; underwriting discount of 1.85% of face value
- Coupon trigger and buffer levels both set at 61% of initial stock price; automatic call activates if NVIDIA closes at or above initial level on call observation dates
Autocallable Note Structure and Return Mechanics
GS Finance Corp. issues autocallable securities whose returns depend entirely on NVIDIA Corporation common stock closing prices. If the notes are not automatically called, investors receive a cash settlement at maturity based on the final stock price. If the final price is at least 61% of the initial level, investors receive $1,000 per $1,000 face value. Should the final price fall below this threshold, the settlement amount is reduced proportionally to the stock’s return from the initial level.
The filing warns investors could lose their entire principal if NVIDIA stock declines drastically. The underlier return is calculated as (final level minus initial level) divided by the initial level. A negative return approaching -100% would result in zero or no payout at maturity. The preliminary pricing supplement estimates the notes’ value at trade date between $925 and $955 per $1,000 face value, below the 100% issue price, reflecting embedded risks and costs.
Contingent Quarterly Coupon Payment Terms
The notes pay contingent quarterly coupons only if NVIDIA’s closing price on coupon observation dates meets or exceeds 61% of the initial stock price. When triggered, the coupon equals $35 multiplied by the number of coupon observation dates to date minus previously paid coupons.
If NVIDIA closes below the 61% trigger on any observation date, no coupon is paid on the corresponding payment date. Coupon observations occur quarterly from October 21, 2026, through July 21, 2028, with payments five business days later. Coupons are cumulative when triggered but zero if the trigger is missed, adding uncertainty to income streams.
Automatic Call Feature and Early Redemption
The notes include an automatic call mechanism that limits upside potential while protecting the issuer. If NVIDIA’s closing price is at or above the initial level on any call observation date (starting January 21, 2027, through April 21, 2028), the notes are automatically called.
Upon automatic call, investors receive $1,000 per $1,000 face value plus any due coupon on the next call payment date. This feature caps gains, preventing investors from benefiting from further stock appreciation beyond the initial level once called. Call dates occur quarterly, offering multiple early redemption opportunities.
Pricing and Underwriting Details
The original issue price is 100% of face value, with a 1.85% underwriting discount comprising up to 1.75% selling concession and 0.1% structuring fee. Net proceeds to the issuer are 98.15% of face value. The estimated trade date value of $925 to $955 per $1,000 reflects the product’s risks and issuer-favorable terms.
GS Finance Corp. may issue additional notes post-preliminary supplement with differing issue prices and underwriting terms. Returns depend partly on the issue price paid. The pricing supplement dated July 20, 2026, is preliminary, with final terms to be set on the trade date July 21, 2026.
Risk of Total Loss and Credit Considerations
Investors face the risk of losing their entire investment due to NVIDIA stock performance and issuer credit risk. Although guaranteed by The Goldman Sachs Group, Inc., investors must consider credit risk of both GS Finance Corp. and Goldman Sachs. If NVIDIA stock falls to zero, no cash settlement is paid at maturity. Declines below the 61% trigger reduce settlement amounts and coupon payments, further diminishing returns.
The notes are not bank deposits, are not FDIC insured, and are not bank obligations, placing full credit risk on investors.
NVIDIA Stock Underlier and Calculation Agent Role
The notes’ underlier is NVIDIA Corporation common stock (Bloomberg ticker "NVDA UW" at filing). Goldman Sachs & Co. LLC acts as calculation agent, determining initial and final stock levels and payment calculations. The initial level is set on trade date July 21, 2026, using intraday or closing prices. The final level is the closing price on the determination date, July 21, 2028, subject to adjustments.
The underlier return formula is (final level minus initial level) divided by initial level, dictating maturity settlement if not called early. CUSIP 40054XSG4 and ISIN US40054XSG42 identify the securities. Dependence on Goldman Sachs & Co. LLC as sole calculation agent means investors rely on its determinations.
Prospectus and Legal Documentation
The preliminary pricing supplement is part of a prospectus package including General Terms Supplement No. 17,745 (dated January 20, 2026), a prospectus supplement (February 14, 2025), and a prospectus (February 14, 2025). The notes are issued under the senior debt indenture dated October 10, 2008, as supplemented February 20, 2015, among GS Finance Corp., The Goldman Sachs Group, Inc. (guarantor), and The Bank of New York Mellon (trustee).
The supplement does not contain all terms and should be read with accompanying documents. Notes will be issued in book-entry form, represented by master note no. 3 dated March 22, 2021. Goldman Sachs affiliates may engage in market-making after initial sale, facilitating secondary market liquidity.
Preliminary Pricing Status and Illustrative Examples
Dated July 20, 2026, the preliminary pricing supplement is incomplete and subject to change. It includes a standard disclaimer that it is not an offer to sell or buy in jurisdictions where prohibited. Filed under Rule 424(b)(2) as part of registration statement 333-284538, final terms will be set on trade date July 21, 2026.
Hypothetical examples illustrate potential impacts of various NVIDIA closing prices on coupons and maturity payments but are not predictive of actual results, emphasizing the speculative nature of the investment.
Issuer and Guarantee Information
GS Finance Corp., a Goldman Sachs subsidiary, issues the notes, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. References to "GS Finance Corp." exclude its affiliates; "The Goldman Sachs Group, Inc." excludes subsidiaries; "Goldman Sachs" includes the parent and consolidated affiliates including GS Finance Corp.
The guarantee offers recourse to the parent company in case of GS Finance Corp. default, but investors must assess credit risk of both entities. The notes are part of GS Finance Corp.’s Medium-Term Notes, Series F program. The filing notes that neither the SEC nor other regulators have approved or disapproved the securities or verified prospectus accuracy.
