Goldman Sachs offers up to 7.4% notes tied to NVIDIA
Rhea-AI Filing Summary
GOLDMAN SACHS GROUP INC (GS), through GS Finance Corp., is offering Medium-Term Notes, Series F that are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes have an aggregate face amount of $651,000 and are issued at 100% of face with a 2.25% underwriting discount.
The notes pay a contingent monthly coupon of $6.167 per $1,000 (0.6167% monthly, up to about 7.40% per year) only if, on each coupon observation date, the closing level of each of NVIDIA, Oracle and Palantir is at or above 70% of its initial level. The notes are subject to an automatic call on monthly dates starting August 24, 2027 if all underliers are at or above their initial levels; in that case, investors receive $1,000 per note plus the coupon then due.
If the notes are not called, investors receive $1,000 per note at maturity on August 29, 2029, plus any final coupon, regardless of underlier performance, subject to the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. The issuer’s estimated value on the trade date is $966 per $1,000, below the issue price, reflecting fees, expenses and dealer economics, with an additional $11.5 per $1,000 amortizing to zero by November 23, 2026. The notes are not listed, may have limited liquidity, and their market value can be affected by underlier levels, volatility, interest rates and the creditworthiness of the issuer and guarantor.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
coupon trigger level financial
automatic call feature financial
variable rate debt instruments financial
contingent payment debt instruments financial
Foreign Account Tax Compliance Act (FATCA) regulatory
section 871(m) regulatory
Offering Details
FAQ
What type of security is GS (Goldman Sachs) offering in this 424B2?
How do the coupons work on these GS structured notes linked to NVDA, ORCL and PLTR?
When can these GS notes be automatically called and what is paid on a call?
What do investors receive at maturity if the GS notes are never called?
What is the issuer’s estimated value versus the issue price for these GS notes?
What key risks does GS highlight for these structured notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-284538 |
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GS Finance Corp. $651,000 Autocallable Contingent Coupon Equity-Linked Notes due 2029 guaranteed by The Goldman Sachs Group, Inc. |
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Payment at Maturity: The amount that you will be paid on your notes at maturity, if they have not been automatically called, in addition to the final coupon, if any, is $1,000.
Coupon Payments: The notes will pay a contingent monthly coupon on a coupon payment date if the closing level of each underlier is greater than or equal to its coupon trigger level on the related coupon observation date.
Automatic Call: The notes will be automatically called on a call payment date if the closing level of each underlier is greater than or equal to its initial underlier level on the related call observation date.
You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. See page PS-7.
Key Terms |
|
Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
Aggregate face amount: |
$651,000 |
Cash settlement amount: |
subject to the automatic call feature, on the stated maturity date, in addition to any coupon then due, the company will pay, for each $1,000 face amount of the notes, an amount in cash equal to $1,000 |
Underliers: |
the common stock of NVIDIA Corporation (current Bloomberg ticker: “NVDA UW”), the common stock of Oracle Corporation (current Bloomberg ticker: “ORCL UN”) and the Class A common stock of Palantir Technologies Inc. (current Bloomberg ticker: “PLTR UW”) |
Coupon trigger level: |
for each underlier, 70% of its initial underlier level |
Initial underlier level: |
$208.48 with respect to the common stock of NVIDIA Corporation, $142.45 with respect to the common stock of Oracle Corporation and $175.89 with respect to the Class A common stock of Palantir Technologies Inc. The initial underlier level of each underlier is an intra-day level or the closing level of such underlier on the trade date |
Calculation agent: |
Goldman Sachs & Co. LLC (“GS&Co.”) |
CUSIP / ISIN: |
40058LDV9 / US40058LDV99 |
Our estimated value of the notes on trade date / Additional amount / Additional amount end date: |
$966 per $1,000 face amount, which is less than the original issue price. The additional amount is $11.5 and the additional amount end date is November 23, 2026. See “The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date Is Less Than the Original Issue Price Of Your Notes.” |
Original issue price |
Underwriting discount |
Net proceeds to the issuer |
100% of the face amount |
2.25% of the face amount1 |
97.75% of the face amount |
1 See "Supplemental Plan of Distribution; Conflicts of Interest" for additional information regarding the fees comprising the underwriting discount.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Goldman Sachs & Co. LLC |
Pricing Supplement No. 26,578 dated August 24, 2026.
Key Terms (continued) |
|
Coupon: |
subject to the automatic call feature, on each coupon payment date, the company will pay, for each $1,000 of the outstanding face amount, an amount in cash equal to: • if the closing level of each underlier on the related coupon observation date is greater than or equal to its coupon trigger level: $6.167 (0.6167% monthly, or the potential for up to approximately 7.40% per annum); or • if the closing level of any underlier on the related coupon observation date is less than its coupon trigger level: $0 |
Automatic call feature: |
The notes will be automatically called if the closing level of each underlier is greater than or equal to its initial underlier level on any call observation date. In that case, the company will pay, for each $1,000 of the outstanding face amount, an amount in cash on the following call payment date equal to $1,000 (along with the coupon then due). |
Trade date: |
August 24, 2026 |
Original issue date: |
August 27, 2026 |
Determination date: |
the last coupon observation date, August 24, 2029* |
Stated maturity date: |
August 29, 2029* |
Call observation dates: |
each coupon observation date commencing on August 24, 2027 and ending on July 24, 2029 |
Call payment dates: |
the coupon payment date immediately after the applicable call observation date |
Coupon observation dates* |
Coupon payment dates* |
September 24, 2026 |
September 29, 2026 |
October 26, 2026 |
October 29, 2026 |
November 24, 2026 |
November 30, 2026 |
December 24, 2026 |
December 30, 2026 |
January 25, 2027 |
January 28, 2027 |
February 24, 2027 |
March 1, 2027 |
March 24, 2027 |
March 29, 2027 |
April 26, 2027 |
April 29, 2027 |
May 24, 2027 |
May 27, 2027 |
June 24, 2027 |
June 29, 2027 |
July 26, 2027 |
July 29, 2027 |
August 24, 2027 |
August 27, 2027 |
September 24, 2027 |
September 29, 2027 |
October 25, 2027 |
October 28, 2027 |
November 24, 2027 |
November 30, 2027 |
December 27, 2027 |
December 30, 2027 |
January 24, 2028 |
January 27, 2028 |
February 24, 2028 |
February 29, 2028 |
March 24, 2028 |
March 29, 2028 |
April 24, 2028 |
April 27, 2028 |
May 24, 2028 |
May 30, 2028 |
June 26, 2028 |
June 29, 2028 |
July 24, 2028 |
July 27, 2028 |
August 24, 2028 |
August 29, 2028 |
September 25, 2028 |
September 28, 2028 |
October 24, 2028 |
October 27, 2028 |
November 24, 2028 |
November 29, 2028 |
December 26, 2028 |
December 29, 2028 |
January 24, 2029 |
January 29, 2029 |
February 26, 2029 |
March 1, 2029 |
March 26, 2029 |
March 29, 2029 |
April 24, 2029 |
April 27, 2029 |
May 24, 2029 |
May 30, 2029 |
June 25, 2029 |
June 28, 2029 |
July 24, 2029 |
July 27, 2029 |
August 24, 2029 |
August 29, 2029 |
* subject to adjustment as described in the accompanying general terms supplement
PS-2
The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return (whether positive or negative) on your investment in notes will depend in part on the issue price you pay for such notes. |
GS Finance Corp. may use this prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or any other affiliate of GS Finance Corp. may use this prospectus in a market-making transaction in a note after its initial sale. Unless GS Finance Corp. or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction. |
About Your Prospectus |
The notes are part of the Medium-Term Notes, Series F program of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. This prospectus includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a supplement to the documents listed below, does not set forth all of the terms of your notes and therefore should be read in conjunction with such documents: |
• General terms supplement no. 17,745 dated January 20, 2026 |
• Prospectus supplement dated February 14, 2025 |
• Prospectus dated February 14, 2025 |
The information in this pricing supplement supersedes any conflicting information in the documents listed above. In addition, some of the terms or features described in the listed documents may not apply to your notes. |
We have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this pricing supplement and the accompanying documents listed above. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. This pricing supplement and the accompanying documents listed above are an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this pricing supplement and the accompanying documents listed above is current only as of the respective dates of such documents. |
We refer to the notes we are offering by this pricing supplement as the “offered notes” or the “notes”. Each of the offered notes has the terms described below. Please note that in this pricing supplement, references to “GS Finance Corp.”, “we”, “our” and “us” mean only GS Finance Corp. and do not include its subsidiaries or affiliates, references to “The Goldman Sachs Group, Inc.”, our parent company, mean only The Goldman Sachs Group, Inc. and do not include its subsidiaries or affiliates and references to “Goldman Sachs” mean The Goldman Sachs Group, Inc. together with its consolidated subsidiaries and affiliates, including us. The notes will be issued under the senior debt indenture, dated as of October 10, 2008, as supplemented by the First Supplemental Indenture, dated as of February 20, 2015, each among us, as issuer, The Goldman Sachs Group, Inc., as guarantor, and The Bank of New York Mellon, as trustee. This indenture, as so supplemented and as further supplemented thereafter, is referred to as the “GSFC 2008 indenture” in the accompanying prospectus supplement. |
The notes will be issued in book-entry form and represented by master note no. 3, dated March 22, 2021. |
PS-3
HYPOTHETICAL EXAMPLES |
The following examples are provided for purposes of illustration only. The examples should not be taken as an indication or prediction of future investment results and merely are intended to illustrate the impact that the various hypothetical closing levels of the underliers on a coupon observation date could have on the coupon payable, if any, on the related coupon payment date assuming all other variables remain constant and are not intended to predict the closing levels of the underliers. |
The information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are purchased on the original issue date at the face amount and held to a call payment date or the stated maturity date. If you sell your notes in a secondary market prior to a call payment date or the stated maturity date, as the case may be, your return will depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the examples below, such as interest rates, the volatility of the underliers, the creditworthiness of GS Finance Corp., as issuer, and the creditworthiness of The Goldman Sachs Group, Inc., as guarantor. The information in the examples also reflects the key terms and assumptions in the box below. |
Key Terms and Assumptions |
|
Face amount |
$1,000 |
Coupon |
$6.167 (0.6167% monthly, or the potential for up to approximately 7.4% per annum) |
Coupon trigger level |
with respect to each underlier, 70% of its initial underlier level |
The notes are not automatically called, unless otherwise indicated below |
Neither a market disruption event nor a non-trading day occurs on any originally scheduled coupon observation date or call observation date or the originally scheduled determination date |
No change in or affecting any of the underliers |
Notes purchased on original issue date at the face amount and held to a call payment date or the stated maturity date |
For these reasons, the actual performance of the underliers over the life of your notes, the actual underlier levels on any call observation date or coupon observation date, as well as the coupon payable, if any, on each coupon payment date, may bear little relation to the hypothetical examples shown below or to the historical underlier levels shown elsewhere in this pricing supplement. |
Also, the hypothetical examples shown below do not take into account the effects of applicable taxes. |
PS-4
Hypothetical Coupon Payments |
The examples below show the hypothetical coupon, if any, that we would pay on each coupon payment date with respect to each $1,000 face amount of the notes if the hypothetical closing level of each underlier on the applicable coupon observation date was the percentage of its initial underlier level shown. |
Scenario 1
Coupon Observation Date |
Hypothetical Closing Level of the Common Stock of NVIDIA Corporation (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the Common Stock of Oracle Corporation (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the Class A Common Stock of Palantir Technologies Inc. (as Percentage of Initial Underlier Level) |
Hypothetical Coupon |
1 |
140.000% |
75.000% |
80.000% |
$6.167 |
2 |
60.000% |
140.000% |
140.000% |
$0.000 |
3 |
75.000% |
80.000% |
77.000% |
$6.167 |
4 |
60.000% |
50.000% |
60.000% |
$0.000 |
5 |
60.000% |
58.000% |
20.000% |
$0.000 |
6 |
80.000% |
45.000% |
85.000% |
$0.000 |
7 |
90.000% |
72.000% |
99.000% |
$6.167 |
8 |
99.000% |
95.000% |
40.000% |
$0.000 |
9 |
90.000% |
59.000% |
45.000% |
$0.000 |
10 |
80.000% |
55.000% |
60.000% |
$0.000 |
11 |
99.000% |
40.000% |
45.000% |
$0.000 |
12 - 36 |
60.000% |
60.000% |
58.000% |
$0.000 |
|
|
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Total Hypothetical Coupons |
$18.501 |
In Scenario 1, the hypothetical closing level of each underlier has increased or decreased relative to the initial underlier level on each hypothetical coupon observation date. On the coupon payment dates relating to coupon observation dates on which the hypothetical closing level of each underlier is greater than or equal to its coupon trigger level, you will receive a coupon payment. However, on the coupon payment dates relating to coupon observation dates on which the hypothetical closing level of at least one underlier is less than its coupon trigger level, you will not receive a coupon payment. |
Scenario 2
Coupon Observation Date |
Hypothetical Closing Level of the Common Stock of NVIDIA Corporation (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the Common Stock of Oracle Corporation (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the Class A Common Stock of Palantir Technologies Inc. (as Percentage of Initial Underlier Level) |
Hypothetical Coupon |
1 |
140.000% |
50.000% |
55.000% |
$0.000 |
2 |
80.000% |
55.000% |
140.000% |
$0.000 |
3 |
60.000% |
140.000% |
72.000% |
$0.000 |
4 |
80.000% |
60.000% |
60.000% |
$0.000 |
5 |
80.000% |
60.000% |
60.000% |
$0.000 |
6 |
80.000% |
60.000% |
55.000% |
$0.000 |
7 |
90.000% |
50.000% |
50.000% |
$0.000 |
8 |
99.000% |
40.000% |
73.000% |
$0.000 |
9 |
90.000% |
50.000% |
45.000% |
$0.000 |
10 |
80.000% |
60.000% |
65.000% |
$0.000 |
11 |
99.000% |
45.000% |
40.000% |
$0.000 |
12 - 36 |
60.000% |
55.000% |
60.000% |
$0.000 |
|
|
|
Total Hypothetical Coupons |
$0.000 |
In Scenario 2, the hypothetical closing level of each underlier has increased or decreased relative to the initial underlier level on each hypothetical coupon observation date. However, you will not receive a coupon payment on any coupon payment date because in each case the hypothetical closing level of at least one underlier on the related coupon observation date is less than its coupon trigger level. The overall return you earn on your notes will be zero. |
PS-5
Scenario 3
Coupon Observation Date |
Hypothetical Closing Level of the Common Stock of NVIDIA Corporation (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the Common Stock of Oracle Corporation (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the Class A Common Stock of Palantir Technologies Inc. (as Percentage of Initial Underlier Level) |
Hypothetical Coupon |
1 |
60.000% |
60.000% |
60.000% |
$0.000 |
2 |
60.000% |
50.000% |
50.000% |
$0.000 |
3 |
60.000% |
55.000% |
55.000% |
$0.000 |
4 |
60.000% |
40.000% |
40.000% |
$0.000 |
5 |
60.000% |
50.000% |
50.000% |
$0.000 |
6 |
60.000% |
50.000% |
50.000% |
$0.000 |
7 |
60.000% |
55.000% |
55.000% |
$0.000 |
8 |
60.000% |
40.000% |
40.000% |
$0.000 |
9 |
60.000% |
60.000% |
60.000% |
$0.000 |
10 |
60.000% |
50.000% |
50.000% |
$0.000 |
11 |
60.000% |
55.000% |
55.000% |
$0.000 |
12 |
110.000% |
105.000% |
108.000% |
$6.167 |
|
|
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Total Hypothetical Coupons |
$6.167 |
In Scenario 3, the hypothetical closing level of each underlier is less than its coupon trigger level on the first eleven hypothetical coupon observation dates, but increases to a level that is greater than its initial underlier level on the twelfth hypothetical coupon observation date. Because the hypothetical closing level of each underlier is greater than or equal to its initial underlier level on the twelfth hypothetical coupon observation date (which is also the first hypothetical call observation date), your notes will be automatically called. Therefore, on the corresponding hypothetical call payment date, in addition to the coupon payment, you will receive an amount in cash equal to $1,000 for each $1,000 face amount of your notes. |
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PS-6
SELECTED RISK FACTORS
An investment in your notes is subject to the risks summarized below. These risks, as well as other risks and considerations, are explained in more detail in the accompanying documents listed above under “About Your Prospectus”. You should carefully review these risks and considerations as well as the terms of the notes described herein and in such accompanying documents. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underliers. You should carefully consider whether the offered notes are appropriate given your particular circumstances. |
Risks Related to Structure, Valuation and Secondary Market Sales |
The Estimated Value of Your Notes At the Time the Terms of Your Notes Are Set On the Trade Date (as Determined By Reference to Pricing Models Used By GS&Co.) Is Less Than the Original Issue Price Of Your Notes |
The original issue price for your notes exceeds the estimated value of your notes as of the time the terms of your notes are set on the trade date, as determined by reference to GS&Co.’s pricing models and taking into account our credit spreads. After the trade date, the estimated value as determined by reference to these models will be affected by changes in market conditions, the creditworthiness of GS Finance Corp., as issuer, the creditworthiness of The Goldman Sachs Group, Inc., as guarantor, and other relevant factors. The price at which GS&Co. would initially buy or sell your notes (if GS&Co. makes a market, which it is not obligated to do), and the value that GS&Co. will initially use for account statements and otherwise, also exceeds the estimated value of your notes as determined by reference to these models. As agreed by GS&Co. and the distribution participants, this excess (i.e., the additional amount set forth on the cover of this pricing supplement) will decline to zero on a straight line basis over the period from the date hereof through the additional amount end date set forth on the cover of this pricing supplement. Thereafter, if GS&Co. buys or sells your notes it will do so at prices that reflect the estimated value determined by reference to such pricing models at that time. The price at which GS&Co. will buy or sell your notes at any time also will reflect its then current bid and ask spread for similar sized trades of structured notes. |
In estimating the value of your notes as of the time the terms of your notes are set on the trade date, GS&Co.’s pricing models consider certain variables, including principally our credit spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the notes. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your notes in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your notes determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others. See “The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors” below. |
The difference between the estimated value of your notes as of the time the terms of your notes are set on the trade date and the original issue price is a result of certain factors, including principally the underwriting discount and commissions, the expenses incurred in creating, documenting and marketing the notes, and an estimate of the difference between the amounts we pay to GS&Co. and the amounts GS&Co. pays to us in connection with your notes. We pay to GS&Co. amounts based on what we would pay to holders of a non-structured note with a similar maturity. In return for such payment, GS&Co. pays to us the amounts we owe under your notes. |
In addition to the factors discussed above, the value and quoted price of your notes at any time will reflect many factors and cannot be predicted. If GS&Co. makes a market in the notes, the price quoted by GS&Co. would reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness or the creditworthiness or perceived creditworthiness of The Goldman Sachs Group, Inc. These changes may adversely affect the value of your notes, including the price you may receive for your notes in any market making transaction. To the extent that GS&Co. makes a market in the notes, the quoted price will reflect the estimated value determined by reference to GS&Co.’s pricing models at that time, plus or minus its then current bid and ask spread for similar sized trades of structured notes (and subject to the declining excess amount described above). |
Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your notes in a secondary market sale. |
There is no assurance that GS&Co. or any other party will be willing to purchase your notes at any price and, in this regard, GS&Co. is not obligated to make a market in the notes. See “Additional Risk Factors Specific to the Notes — Your Notes May Not Have an Active Trading Market” in the accompanying general terms supplement. |
The Notes Are Subject to the Credit Risk of the Issuer and the Guarantor |
Investors are dependent on our ability and the ability of The Goldman Sachs Group, Inc., as guarantor of the notes, to pay all amounts due on the notes. Therefore, investors are subject to the credit risk, and to changes in the market’s view of the creditworthiness, of the issuer and the guarantor. See “Description of the Notes We May Offer — Information About Our Medium-Term Notes, Series F Program — How the Notes Rank Against Other Debt” in the accompanying prospectus supplement and “Description of Debt Securities We May Offer — Guarantee by The Goldman Sachs Group, Inc.” in the accompanying prospectus. |
PS-7
You May Receive Only the Face Amount of Your Notes at Maturity |
Assuming your notes are not automatically called, the return on your notes will be limited to the face amount. |
Even if the amount paid on your notes at maturity exceeds the face amount of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a note with the same stated maturity that bears interest at the prevailing market rate. |
Also, the market price of your notes prior to a call payment date or the stated maturity date, as the case may be, may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the stated maturity date, you may receive far less than the amount of your investment in the notes. |
You May Not Receive a Coupon on Any Coupon Payment Date |
If the closing level of any underlier on the related coupon observation date is less than its coupon trigger level, you will not receive a coupon payment on the applicable coupon payment date. If this occurs on every coupon observation date, the overall return you earn on your notes will be zero and will be less than you would have earned by investing in a note that bears interest at the prevailing market rate. |
You should be aware that, with respect to any prior coupon observation dates that did not result in the payment of a coupon, you will not be compensated for any opportunity cost implied by inflation and other factors relating to the time value of money. |
Your Notes Are Subject to Automatic Redemption |
We will automatically call and redeem all, but not part, of your notes on a call payment date if, as measured on any call observation date, the closing level of each underlier is greater than or equal to its initial underlier level. Therefore, the term for your notes may be significantly reduced. You may not be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are automatically called prior to maturity. For the avoidance of doubt, if your notes are automatically called, no discounts, commissions or fees described herein will be rebated or reduced. |
The Coupon Does Not Reflect the Actual Performance of the Underliers from the Trade Date to Any Coupon Observation Date or from Coupon Observation Date to Coupon Observation Date |
The coupon for each coupon payment date is different from, and may be less than, a coupon determined based on the percentage difference of the closing levels of the underliers between the trade date and any coupon observation date or between two coupon observation dates. |
We Will Not Hold Shares of the Underliers for Your Benefit |
The indenture governing your note does not contain any restriction on our ability or the ability of any of our affiliates to sell, pledge or otherwise convey any shares of the underliers acquired by us or them. Neither we nor our affiliates will pledge or otherwise hold shares of the underliers for your benefit in order to enable you to exchange your note for shares under any circumstances. Consequently, in the event of our bankruptcy, insolvency or liquidation, any shares of the underliers owned by us will be subject to the claims of our creditors generally and will not be available for your benefit specifically. |
You Have No Shareholder Rights or Rights to Receive Any Underlier |
Investing in your notes will not make you a holder of any shares of the underliers. Neither you nor any other holder or owner of your notes will have any rights with respect to the underliers, including any voting rights, any rights to receive dividends or other distributions, any rights to make a claim against the underliers or any other rights of a holder of any shares of the underliers. Payments on your notes will be made in cash and you will have no right to receive delivery of any underliers. |
In Some Circumstances, the Payment You Receive On the Notes May Be Based On the Securities of Another Company and Not the Issuer of an Underlier |
Following certain corporate events relating to an underlier where its issuer is not the surviving entity, the amount you receive at maturity may be based on the securities of a successor to such underlier issuer or any cash or any other assets distributed to holders of shares of such underlier in such corporate event. The occurrence of these corporate events and the consequent adjustments may materially and adversely affect the value of the notes. We describe the specific corporate events that can lead to these adjustments and the procedures for selecting distribution property under “Supplemental Terms of the Notes - Anti-dilution Adjustments for Index Stocks” in the accompanying general terms supplement. |
PS-8
The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors |
When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell them in the open market before the stated maturity date. A number of factors, many of which are beyond our control, will influence the market value of your notes, including: |
• the levels of the underliers; |
• the volatility — i.e., the frequency and magnitude of changes — in the closing levels of the underliers; |
• the dividend rates of the underliers; |
• economic, financial, regulatory, political, military, public health and other events that affect stock markets generally and the market segments of which the underliers are a part, and which may affect the closing levels of the underliers; |
• interest rates and yield rates in the market; |
• the time remaining until your notes mature; and |
• our creditworthiness and the creditworthiness of The Goldman Sachs Group, Inc., whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or the credit ratings of The Goldman Sachs Group, Inc. or changes in other credit measures. |
Without limiting the foregoing, the market value of your notes may be negatively impacted by increasing interest rates. Such adverse impact of increasing interest rates could be significantly enhanced in notes with longer-dated maturities, the market values of which are generally more sensitive to increasing interest rates. |
These factors may influence the market value of your notes if you sell your notes before maturity, including the price you may receive for your notes in any market making transaction. If you sell your notes prior to maturity, you may receive less than the face amount of your notes. You cannot predict the future performance of the underliers based on their historical performance. |
There is No Affiliation Between the Underlier Issuers and Us |
Goldman Sachs is not affiliated with the underlier issuers. However, we or our affiliates may currently or from time to time in the future engage in business with the underlier issuers. Neither we nor any of our affiliates have participated in the preparation of any publicly available information or made any “due diligence” investigation or inquiry with respect to the underlier issuers. You, as an investor in your notes, should make your own investigation into the underlier issuers. |
The underlier issuers are not involved in this offering of notes in any way and do not have any obligation of any sort with respect to your notes. Thus, the underlier issuers do not have any obligation to take your interests into consideration for any reason, including in taking or not taking any corporate actions that might affect the value of your notes. |
Risks Related to Tax |
The Tax Treatment of Your Notes is Uncertain. However, It Would be Reasonable To Treat Your Notes as Variable Rate Debt Instruments for U.S. Federal Income Tax Purposes |
The tax treatment of your notes is uncertain. However, it would be reasonable to treat your notes as variable rate debt instruments for U.S. federal income tax purposes and the issuer intends to so treat the notes. If you are a secondary purchaser of the notes, the tax consequences to you may be different. Please see “Supplemental Discussion of U.S. Federal Income Tax Consequences” below for a more detailed discussion. Please also consult your tax advisor concerning the U.S. federal income tax and any other applicable tax consequences to you of owning your notes in your particular circumstances. |
PS-9
THE UNDERLIERS
Where Information About the Underlier Issuers Can Be Obtained |
The underliers are registered under the Securities Exchange Act of 1934. Companies with securities registered under the Exchange Act are required to file financial and other information specified by the U.S. Securities and Exchange Commission (“SEC”) periodically. Information filed by the underlier issuers with the SEC electronically can be reviewed through a web site maintained by the SEC. The address of the SEC’s web site is sec.gov. |
Information about the underlier issuers may also be obtained from other sources such as press releases, newspaper articles and other publicly available documents. |
We do not make any representation or warranty as to the accuracy or completeness of any materials referred to above, including any filings made by the underlier issuers with the SEC. |
We Obtained the Information About the Underlier Issuers From the Underlier Issuers' Public Filings |
This pricing supplement relates only to your notes and does not relate to the underliers or other securities of the underlier issuers. We have derived all information about the underlier issuers in this pricing supplement from the publicly available information referred to in the preceding subsection. We have not participated in the preparation of any of those documents or made any “due diligence” investigation or inquiry with respect to the underlier issuers in connection with the offering of your notes. Furthermore, we do not know whether all events occurring on or before the date of this pricing supplement — including events that would affect the accuracy or completeness of the publicly available documents referred to above and the trading price of shares of the underliers — have been publicly disclosed. Subsequent disclosure of any events of this kind or the disclosure of or failure to disclose material future events concerning the underlier issuers could affect the value you will receive at maturity and, therefore, the market value of your notes. |
Neither we nor any of our affiliates make any representation to you as to the performance of the underliers. |
PS-10
Historical Closing Levels of the Underliers |
The closing levels of the underliers have fluctuated in the past and may, in the future, experience significant fluctuations. |
Before investing in the offered notes, you should consult publicly available information to determine the levels of each underlier between the date of this pricing supplement and the date of your purchase of the offered notes. You should not take the historical levels of an underlier as an indication of the future performance of that underlier. |
The graphs below, except where otherwise indicated, show the daily historical closing levels of each underlier from January 4, 2021 through August 24, 2026, adjusted for corporate events, if applicable. We obtained the closing levels in the graphs below from Bloomberg Financial Services, without independent verification. |
According to publicly available information, NVIDIA Corporation is a data center scale artificial intelligence infrastructure company. Information filed with the SEC by the underlier issuer under the Exchange Act can be located by referencing its SEC file number 000-23985. The daily historical closing prices for NVIDIA Corporation in the graph below have been adjusted for a 4-for-1 stock split that became effective before the market open on July 20, 2021 and a 10-for-1 stock split that became effective before the market open on June 10, 2024. |
Historical Performance of NVIDIA Corporation
PS-11
According to publicly available information, Oracle Corporation provides products and services that build, run and support enterprise information technology frameworks. Information filed with the SEC by the underlier issuer under the Exchange Act can be located by referencing its SEC file number 001-35992. |
Historical Performance of Oracle Corporation
PS-12
According to publicly available information, Palantir Technologies Inc. builds software that empowers organizations to integrate their data, decisions, and operations at scale. Information filed with the SEC by the underlier issuer under the Exchange Act can be located by referencing its SEC file number 001-39540. |
Historical Performance of Palantir Technologies Inc.
PS-13
SUPPLEMENTAL DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES |
No statutory, judicial or administrative authority directly addresses how your notes should be characterized and treated for U.S. federal income tax purposes. As a result, the U.S. federal income tax consequences of your investment in your notes are uncertain. The following section is the opinion of Sidley Austin LLP, counsel to GS Finance Corp. and The Goldman Sachs Group, Inc. The tax treatment of your notes will depend upon whether the notes are properly treated as variable rate debt instruments or contingent payment debt instruments. This in turn depends, in part, upon whether it is reasonably expected that the return on the notes during the first half of the notes’ term will be significantly greater or less than the return on the notes during the second half of the notes’ term. Based on our numerical analysis, we intend to take the position that it is not reasonably expected that the return on the notes during the first half of the notes’ term will be significantly greater or less than the return on the notes during the second half of the notes’ term. We accordingly intend to treat your notes as variable rate debt instruments for U.S. federal income tax purposes. |
Except as otherwise noted below, the discussion below assumes that the notes will be treated as variable debt instruments for U.S. federal income tax purposes, as described under “United States Taxation — Taxation of Debt Securities — United States Holders — Variable Rate Debt Securities” in the accompanying prospectus. Under this characterization, it is the opinion of Sidley Austin LLP that you should include the coupon payments in ordinary income at the time you receive or accrue such payments, depending on your regular method of accounting for U.S. federal income tax purposes. In addition, upon the sale, exchange, redemption or maturity of your notes, you will generally recognize capital gain or loss equal to the difference, if any, between the amount of cash you receive at such time (excluding any amounts attributable to accrued and unpaid coupon payments, which will be taxable as described above) and your tax basis in your notes. If you purchase the notes at a discount to the principal amount of the notes or at a premium to the principal amount of the notes, you may be subject to the rules governing market discount or premium, each as described in the accompanying prospectus under “United States Taxation — Taxation of Debt Securities — United States Holders” in the accompanying prospectus. |
Notwithstanding the foregoing, if it is determined that it is reasonably expected that the return on the notes during the first half of the notes’ term will be significantly greater or less than the return on the notes during the second half of the notes’ term, the notes should be treated as a debt instrument subject to special rules governing contingent payment debt instruments for U.S. federal income tax purposes. If the notes are so treated, you would be required to accrue interest income over the term of your notes based upon the yield at which we would issue a non-contingent fixed-rate debt instrument with other terms and conditions similar to your notes. In addition, you would be required to construct a projected payment schedule for the notes and you would make a “positive adjustment” to the extent of any excess of an actual payment over the corresponding projected payment under the notes, and you would make a “negative adjustment” to the extent of the excess of any projected payment over the corresponding actual payment under the notes. You would recognize gain or loss upon the sale, exchange, redemption or maturity of your notes in an amount equal to the difference, if any, between the amount you receive at such time and your adjusted tax basis in your notes. Any gain you recognize upon the sale, exchange, redemption or maturity of your notes would be treated as ordinary income and any loss recognized by you at such time would be treated as ordinary loss to the extent of interest you included in income in the current or previous taxable years in respect of your notes, and, thereafter, as capital loss. It is also possible that the Internal Revenue Service could assert a different characterization and treatment than described above. You should consult your tax advisor as to the possible alternative treatments in respect of the notes. |
In addition, we have determined that, as of the issue date of the notes, the notes will not be subject to dividend equivalent withholding under section 871(m) of the Internal Revenue Code (the “871 withholding rules”). In certain circumstances, however, it is possible for non-United States holders to be liable for tax under the 871 withholding rules with respect to a combination of transactions entered into in connection with each other even when no withholding is required. Non-United States holders should consult their tax advisors concerning the potential application of the 871 withholding rules to an investment in the notes. |
Pursuant to Treasury regulations, Foreign Account Tax Compliance Act (FATCA) withholding (as described in “United States Taxation—Taxation of Debt Securities—Foreign Account Tax Compliance Act (FATCA) Withholding” in the accompanying prospectus) will generally apply to obligations that are issued on or after July 1, 2014; therefore, the notes will generally be subject to the FATCA withholding rules. |
PS-14
SUPPLEMENTAL PLAN OF DISTRIBUTION; CONFLICTS OF INTEREST |
See “Supplemental Plan of Distribution” in the accompanying general terms supplement and “Plan of Distribution — Conflicts of Interest” in the accompanying prospectus. |
GS Finance Corp. will sell to GS&Co., and GS&Co. will purchase from GS Finance Corp., the aggregate face amount of the offered notes specified on the front cover of this pricing supplement. GS&Co. proposes initially to offer the notes to the public at the original issue price set forth on the cover page of this pricing supplement, and to certain securities dealers at such price less a concession not in excess of 2.25% of the face amount. GS&Co. may pay a referral fee of 0.5% from the concession to another dealer in connection with its marketing efforts related to the offered notes. GS&Co. is an affiliate of GS Finance Corp. and The Goldman Sachs Group, Inc. and, as such, will have a “conflict of interest” in this offering of notes within the meaning of Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5121. Consequently, this offering of notes will be conducted in compliance with the provisions of FINRA Rule 5121. GS&Co. will not be permitted to sell notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. We have been advised that GS&Co. will also pay a fee to iCapital Markets LLC, a broker-dealer in which an affiliate of GS Finance Corp. holds an indirect minority equity interest, for services it is providing in connection with this offering and a fee to an unaffiliated broker-dealer on behalf of a distribution participant for providing certain electronic platform services in connection with this offering. |
We will deliver the notes against payment therefor in New York, New York on the original issue date set forth on the cover page of this pricing supplement. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to one business day before delivery will be required to specify alternative settlement arrangements to prevent a failed settlement. |
We have been advised by GS&Co. that it intends to make a market in the notes. However, neither GS&Co. nor any of our other affiliates that makes a market is obligated to do so and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the notes. |
The notes will not be listed on any securities exchange or interdealer quotation system. |
PS-15
VALIDITY OF THE NOTES AND GUARANTEE |
In the opinion of Sidley Austin LLP, as counsel to GS Finance Corp. and The Goldman Sachs Group, Inc., when the notes offered by this pricing supplement have been executed and issued by GS Finance Corp., such notes have been authenticated by the trustee pursuant to the indenture, and such notes have been delivered against payment as contemplated herein, (a) such notes will be valid and binding obligations of GS Finance Corp., enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (b) the guarantee with respect to such notes will be a valid and binding obligation of The Goldman Sachs Group, Inc., enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures and certain factual matters, all as stated in the letter of such counsel dated January 27, 2025, which has been filed as Exhibit 5.6 to the registration statement on Form S-3 filed with the Securities and Exchange Commission by GS Finance Corp. and The Goldman Sachs Group, Inc. on January 27, 2025. |
PS-16