High-coupon GS (GS) notes tie returns to Russell 2000 and S&P 500
Rhea-AI Filing Summary
GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering structured notes linked to the Russell 2000® Index and the S&P 500® Index with an aggregate face amount of $5,267,000. The notes pay a contingent quarterly coupon of $22.75 per $1,000 (2.275% quarterly, up to 9.10% per annum) only if on each coupon observation date both underliers close at or above 70% of their initial levels.
The notes are subject to an automatic call: if on any call observation date both indices are at or above their initial levels (2,677.738 for the Russell 2000® and 6,940.01 for the S&P 500®), investors receive $1,000 per note plus the coupon then due, and the notes terminate early. If the notes are not called, the maturity payment on January 22, 2031 depends on the lesser performing index. If that index finishes at or above 70% of its initial level, investors receive full principal; if it finishes below 70%, the payoff equals $1,000 plus $1,000 times the lesser performing underlier return, and investors can lose up to their entire investment.
The notes are unsecured obligations exposed to the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc., may have limited or no secondary market, and their estimated value at pricing is less than the original issue price due to fees, commissions and structuring costs.
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FAQ
What are the key terms of the GS (GS Finance Corp.) structured notes in this 424B2?
The notes are issued by GS Finance Corp. and fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.. They have an aggregate face amount of $5,267,000, a trade date of January 16, 2026, original issue date of January 22, 2026, and a stated maturity date of January 22, 2031, subject to automatic call provisions.
How do coupon payments work on these GS structured notes linked to the Russell 2000 and S&P 500?
On each coupon payment date, investors receive a contingent coupon of $22.75 per $1,000 face amount (2.275% quarterly, up to 9.10% per annum) only if on the related coupon observation date the closing level of each underlier is at or above its coupon trigger level, set at 70% of its initial level. If either index is below its trigger level, the coupon for that quarter is $0.
What is the automatic call feature on the GS (GS Finance Corp.) notes?
The notes are automatically called if, on any call observation date starting July 16, 2026 and ending October 16, 2030, the closing level of each underlier is at or above its initial level (2,677.738 for the Russell 2000® Index and 6,940.01 for the S&P 500® Index). In that case, on the following call payment date, investors receive $1,000 per $1,000 face amount plus the coupon then due, and the notes terminate early.
How is the maturity payment on these Goldman Sachs structured notes determined if they are not called?
If the notes are not automatically called, the cash settlement amount at maturity per $1,000 face amount depends on the lesser performing underlier. If its final level is at or above its 70% trigger buffer level, investors receive $1,000. If its final level is below 70% of its initial level, the payment equals $1,000 + ($1,000 × lesser performing underlier return), which can be as low as $0, meaning investors can lose their entire principal.
What are the main risks of investing in these GS Finance Corp. notes linked to RTY and SPX?
Key risks include the possibility of losing your entire investment if the lesser performing index ends below 70% of its initial level at maturity, the risk of receiving no coupons on any or all coupon dates if either index is below its coupon trigger, exposure to the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc., potential illiquidity and uncertain secondary market prices, and an estimated value at pricing that is less than the original issue price due to underwriting discounts, structuring fees and other costs.
How do these GS notes compare to buying the Russell 2000 or S&P 500 directly?
Investing in the notes does not make you a shareholder in any underlier stock. You receive no dividends, voting rights or other shareholder rights. Your payoff is based on formulaic exposure to the indices, capped at 100% of principal if held to maturity, with potential for full loss of principal if the lesser performing underlier falls below its trigger buffer level. Payments are made in cash only.
What tax considerations are highlighted for investors in these Goldman Sachs structured notes?
The U.S. federal income tax treatment is described as uncertain. According to the opinion of Sidley Austin LLP, it is likely that the notes will be treated as income-bearing pre-paid derivative contracts, with coupons generally taxed as ordinary income. The issuer indicates the notes will generally be subject to FATCA withholding and that non-U.S. holders may be subject to 30% withholding on coupon payments, subject to treaty relief. Investors are urged to consult their tax advisors.


