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GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., announced the issuance of Leveraged Equity-Linked Notes maturing in 2029, tied to the performance of Strategy Inc. Class A common stock. These notes, detailed in a preliminary pricing supplement dated July 22, 2026, provide a 500% upside participation rate with a maximum settlement amount capped at $3,600 per $1,000 face value. The trade date is set for July 31, 2026. Investors should be aware of significant downside risk, including the potential loss of the entire principal if Strategy Inc.'s stock price falls more than 50% from the initial valuation level.
Key Points
- NYSE ticker: GS-PD
- GS Finance Corp. issues Leveraged Equity-Linked Notes guaranteed by The Goldman Sachs Group, Inc., linked to Strategy Inc. Class A common stock
- Notes mature on August 3, 2029, featuring a 500% upside participation rate, a maximum settlement amount of $3,600 per $1,000 face value, and a 50% trigger buffer level for capital protection
- Original issue price is 100% of face value with a 2.5% underwriting discount; estimated trade date value ranges between $925 and $955 per $1,000 face amount
Structure and Payment Details
These notes are a complex structured product designed to offer leveraged equity exposure with limited capital protection. The cash settlement at maturity depends on Strategy Inc.'s stock price relative to the initial underlier level set on the trade date. There are three payment scenarios: if the final stock price exceeds the initial level, investors receive the face amount plus returns amplified by 500%, capped at $3,600 per $1,000 face value, meaning five times the positive stock return.
If the final stock price remains between the initial level and the 50% trigger buffer, investors receive the full $1,000 face amount without gains or losses. However, if the stock price falls below the 50% trigger buffer, investors incur losses proportional to the decline below the initial level, with no maximum loss limit. The disclosure explicitly warns that investors "could lose your entire investment in the notes," highlighting the asymmetric risk profile.
Underlying Asset and Valuation Methodology
The notes are linked to Strategy Inc. Class A common stock, identified by Bloomberg ticker "MSTR UW." The initial underlier level is established on the trade date, July 31, 2026, using either the intraday or closing price, introducing timing uncertainty for investors. The final underlier level is determined on July 31, 2029, based on the closing stock price, providing a three-year performance measurement period.
Estimated values at pricing range from $925 to $955 per $1,000 face amount, reflecting embedded option costs and issuer credit risk. Investors purchasing at the original issue price of $1,000 may face immediate unrealized losses if liquidating shortly after issuance under stable market conditions. Goldman Sachs & Co. LLC acts as the calculation agent overseeing payment determinations and operational management of the notes.
Capital Structure and Guarantee
GS Finance Corp. issues these notes with a full, unconditional guarantee from The Goldman Sachs Group, Inc., providing investors with repayment from either entity. The notes are senior debt under the GSFC 2008 indenture, dated October 10, 2008, as amended. The Bank of New York Mellon serves as trustee. Issuance is in book-entry form, represented by master note no. 3 dated March 22, 2021, facilitating settlement and custody.
The original issue price is 100% of face value, with Goldman Sachs & Co. LLC receiving a 2.5% underwriting discount, resulting in net proceeds of 97.5%. The prospectus may be used for both initial sales and secondary market-making by Goldman Sachs affiliates. Unless otherwise stated, secondary market trades should be assumed to involve market-making activities.
Risk Profile and Downside Exposure
Investors face significant downside risk absent in traditional fixed-income products. If Strategy Inc.'s stock declines over 50%, losses occur proportionally without minimum recovery. For example, a 60% stock decline results in a 60% principal loss; a 100% decline results in total loss. This creates an asymmetric risk-return profile favoring the issuer.
Credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. also applies. The notes are not FDIC insured or government guaranteed. Financial distress of issuer or guarantor could impair payments regardless of stock performance. Certain terms, including aggregate face amount, remain subject to finalization on the trade date.
Secondary Market and Return Variability
Returns differ if notes are sold before maturity on August 3, 2029. Market value depends on interest rates, stock volatility, credit assessments, and market conditions. The estimated value range suggests possible significant discounts from original issue price if adverse conditions arise.
Illustrative examples show potential maturity outcomes based on stock price levels, assuming purchase at issue and holding to maturity. These are for illustration only and do not predict actual results. Assumptions exclude market disruption or non-trading days on determination date. Actual returns depend on purchase price, holding period, market conditions, and stock performance.
Documentation and Regulatory Compliance
This pricing supplement supplements General Terms Supplement No. 17,745 (January 20, 2026), Prospectus Supplement (February 14, 2025), and Prospectus (February 14, 2025). It supersedes conflicting information in those documents. The notes are part of GS Finance Corp.'s Medium-Term Notes, Series F program. GS Finance Corp. disclaims responsibility for information outside the prospectus and supplements.
The notes carry CUSIP 40054XTM0 and ISIN US40054XTM01, enabling domestic and international trading. The "Subject to Completion" status as of July 22, 2026, complies with SEC pre-pricing disclosure requirements, allowing final term setting on trade date. The prospectus complies with SEC Rule 424(b)(2).
Interest, Maturity, and Settlement
These notes do not pay periodic interest. All returns depend solely on Strategy Inc.'s stock performance, paid as a lump sum at maturity on August 3, 2029. The determination date for final stock price is July 31, 2029. The original issue date is August 5, 2026, with the trade date on July 31, 2026, establishing the initial stock price baseline.
Settlement is cash-only; no physical stock delivery occurs. GS Finance Corp. pays the cash settlement based on the final versus initial stock price, applying participation rate, trigger buffer, and maximum settlement rules. The three-year investment horizon offers fixed exposure, though secondary market activity may alter actual holding periods.
Valuation and Pricing Efficiency
The estimated trade date value of $925 to $955 per $1,000 face amount is notably below the 100% issue price, reflecting embedded option costs, credit spreads, and underwriting fees. The 2.5% underwriting discount reduces net proceeds to 97.5%. Unfilled "additional amount" fields indicate final terms will be set on trade date.
Secondary market prices will vary with interest rates, stock volatility, and creditworthiness. Rising rates or falling volatility could increase prices, while the opposite conditions or credit deterioration could reduce values below initial estimates.
Investor Suitability and Disclosure
The notes are suitable only for investors with high risk tolerance and capital they can afford to lose entirely. The complex leveraged payoff, unlimited downside, three-year term, and issuer credit risk require sophisticated understanding. The preliminary pricing supplement provides regulatory review time before final pricing and sale.
The SEC or other regulators have neither approved nor disapproved these securities or their prospectus. The notes are not bank deposits, are not FDIC insured, and are not bank obligations. Investors rely on The Goldman Sachs Group, Inc.'s credit for guarantee protection. The filing complies with SEC disclosure rules and clearly communicates risks and mechanics.
