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GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., has announced a preliminary prospectus supplement detailing its plan to issue Autocallable Contingent Coupon Equity-Linked Notes tied to the stock prices of Oracle Corporation, Meta Platforms, Inc., and Alphabet Inc. These structured notes, with an expected maturity date of January 21, 2028, offer investors the potential to earn up to approximately 20% annual coupons, contingent on the performance of all three underlying stocks on monthly observation dates. The notes are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. and are part of GS Finance Corp.'s Medium-Term Notes, Series F program. Investors should note that the estimated value of the notes at pricing is anticipated to range between $925 and $955 per $1,000 face amount, significantly below the original issue price of 100% of face amount.
Key Points
- NASDAQ: GS-PD — issued by GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc.
- GS Finance Corp. is offering Autocallable Contingent Coupon Equity-Linked Notes linked to Oracle, Meta Platforms, and Alphabet, with an expected issue date of July 22, 2026.
- The notes provide a potential monthly coupon of $16.667 per $1,000 face amount (about 20% annualized), conditional on all three stocks closing at or above 60% of their initial prices on observation dates; estimated pricing value is between $925 and $955 per $1,000 face amount.
- Investors will monitor whether all three stocks remain above critical barrier levels on monthly observation dates and if an automatic call is triggered between October 2026 and December 2027.
Autocallable Notes Structure and Impact of Oracle, Meta, and Alphabet Performance
These equity-linked notes’ payoff depends on the closing prices of Oracle Corporation common stock, Meta Platforms, Inc. Class A common stock, and Alphabet Inc. Class A common stock, collectively termed "index stocks." The notes’ returns, including coupon payments, automatic calls, or principal repayment reductions at maturity, hinge on these stocks’ performance relative to predetermined price thresholds.
The notes employ a "worst-of" structure, where the lowest-performing stock among the three dictates outcomes during trigger events. Even if two stocks perform well, a significant decline in one can adversely affect coupon payments or principal repayment. This concentration of risk across three major technology equities is a key aspect of the product’s risk profile.
Autocall Feature and Observation Period from October 2026 to December 2027
The notes include an automatic call provision allowing early redemption of principal plus accrued coupons before maturity. If, on any observation date from October 2026 through December 2027, all three index stocks close at or above their initial prices set on the trade date (expected July 17, 2026), the notes will be automatically called. Investors would then receive their principal plus applicable coupons on the third business day following that observation date.
Observation dates are scheduled for the 17th of each month from August 2026 through January 2028, with the January 2028 date expected on January 18. Monthly observation dates begin in August 2026 for coupon calculations, while the automatic call feature starts in October 2026. Coupons accrued during August and September 2026 may contribute cumulatively if a call occurs later.
Contingent Coupon Details: 60% Barrier and Monthly $16.667 Rate
The notes’ coupon payments depend on all three stocks closing at or above 60% of their initial prices on observation dates. If this condition is met, investors receive a coupon of $16.667 per $1,000 face amount multiplied by the number of observation dates elapsed, minus any previously paid coupons. This cumulative, memory-based structure allows missed coupons to be recouped if all stocks recover above the barrier in later periods.
The monthly coupon rate of $16.667 equates to roughly 1.6667% per month or about 20% annually. However, coupons are not guaranteed; if any stock closes below 60% of its initial price on an observation date, no coupon is paid then. Note that the automatic call threshold requires all stocks to be at or above 100% of initial prices, while coupons require a 60% barrier.
Maturity and Trigger Event Defined by January 2028 Determination Date
If the notes are not called before maturity (expected January 21, 2028), repayment depends on whether a trigger event occurs. A trigger event is defined as all three index stocks closing below their initial prices on the determination date (expected January 18, 2028). The trigger requires all stocks to be below their initial prices simultaneously.
If no trigger event occurs, investors receive the full $1,000 face amount plus the final coupon, provided each stock closes at or above 60% of its initial price on the determination date. Additionally, if any stock closes above its initial price on that date, investors receive the full principal regardless of other stocks’ performance, offering asymmetric protection.
Principal Loss Scenarios When a Trigger Event Occurs
Upon a trigger event, the maturity payment depends on the worst-performing stock’s final price. If all stocks are at or above 60% of their initial prices, investors receive $1,000 plus the final coupon. If all stocks are at or above 50% but any is below 60%, investors receive $1,000 with no coupon.
If any stock falls below 50% of its initial price, investors receive an amount equal to $1,000 multiplied by the return of the worst-performing stock, resulting in a payment significantly below face value. The filing explicitly states investors "will receive less than 50% of the face amount of your notes and no coupon," marking the maximum downside risk.
Estimated Pricing Value Versus Original Issue Price: Understanding Initial Discount
The prospectus supplement reveals the estimated value of the notes at pricing is expected between $925 and $955 per $1,000 face amount, based on Goldman Sachs & Co. LLC’s pricing models and issuer credit spreads. Since the original issue price is 100% of face value ($1,000), investors effectively pay a premium over the model-derived value at issuance.
Goldman Sachs & Co. LLC may provide secondary market liquidity at prices initially equal to the estimated value plus an additional amount that declines linearly to zero over an unspecified period. After this phase, secondary market prices would reflect only the estimated value, potentially resulting in near-term market prices below the original issue price.
Credit Risk and Guarantee by Goldman Sachs Group
The notes are obligations of GS Finance Corp. and fully guaranteed by The Goldman Sachs Group, Inc. They are not bank deposits, are not FDIC insured, and are not guaranteed by any bank. Investors assume credit risk of both GS Finance Corp. and Goldman Sachs Group. The prospectus supplement advises reviewing risk factors starting on page S-20 for comprehensive credit risk information.
While the Goldman Sachs guarantee adds recourse beyond the issuer, it does not eliminate credit risk. In the unlikely event of financial distress at Goldman Sachs Group, the guarantee’s value could be impaired. Investors typically evaluate the guarantor’s creditworthiness alongside market risks related to the equity-linked payoff tied to Oracle, Meta, and Alphabet.
Program Overview: Medium-Term Notes Series F and Preliminary Prospectus Status
The notes are issued under GS Finance Corp.’s Medium-Term Notes, Series F program. The July 14, 2026 preliminary prospectus supplement indicates terms are subject to change and does not constitute a final offer. Key economic details such as underwriting discount and net proceeds percentage remain unspecified in this filing.
This supplement should be read with the base prospectus supplement and prospectus dated February 14, 2025. The preliminary supplement supersedes conflicting earlier information, and some prior terms may not apply. The registration statement number is 333-284538, with issuance pursuant to Rule 424(b)(2) of the Securities Act.
Important Dates for Investors in the Offering Timeline
Key dates include a trade date expected on July 17, 2026, when initial prices for the three index stocks will be established. The original issue date is projected as July 22, 2026, with notes issued at 100% of face value. The first coupon observation date is anticipated in August 2026, and automatic call observation dates start in October 2026.
The final observation and trigger event determination date is expected to be January 18, 2028, with maturity on January 21, 2028. These dates are preliminary and subject to confirmation in the final prospectus supplement, which investors should consult before making investment decisions.
