GS Finance autocallable notes (GS): $2.55M offering with 0.9042% monthly coupon
Rhea-AI Filing Summary
GS Finance Corp. priced contingent monthly coupon, autocallable notes guaranteed by The Goldman Sachs Group, Inc. The offering has an aggregate face amount of $2,550,000, an original issue price of 100% of face and a 0.85% underwriting discount. The notes pay a contingent monthly coupon of $9.042 per $1,000 (0.9042% monthly, ~10.85% annualized) only if each underlier is at or above 70% of its initial level on the related coupon observation date. The notes are automatically called on a quarterly call date if each underlier is at or above its initial level on that call observation date; otherwise the cash settlement at maturity is based on the lesser performing underlier, potentially resulting in a full loss of principal. Trade date is April 23, 2026, original issue date April 28, 2026, and stated maturity date April 26, 2029.
Positive
- None.
Negative
- None.
Insights
Autocallable, worst-of equity-linked notes with high coupon conditionality.
The notes pay a relatively high contingent coupon ($9.042 per $1,000 monthly) but only when all three underliers (DJIA, Russell 2000, S&P 500) meet 70% coupon triggers on observation dates. This creates concentrated path-dependence: a single underlier below its trigger cancels that month’s coupon.
Key dependencies include underlier levels on monthly observation dates, the quarterly autocall condition tied to initial levels, and issuer/guarantor credit. Secondary-market liquidity is uncertain and market value will reflect volatility, rates and credit spreads. Subsequent disclosures will show actual observation results and any adjustments.
Tax treatment and credit exposure are primary non-market risks.
Sidley Austin LLP's opinion treats the notes as income-bearing prepaid derivative contracts for U.S. federal tax purposes; coupon payments are likely ordinary income. FATCA and potential section 871(m) withholding issues for non-U.S. holders are noted. Investors remain exposed to GS Finance Corp. and Goldman Sachs credit risk under the guarantee.
Investors should consult tax counsel for specific treatment and monitor any IRS guidance that could change characterization.
Key Figures
Key Terms
Automatic call financial
Coupon trigger level financial
Lesser performing underlier financial
Prepaid derivative contract tax
Offering Details
Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-284538 |
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GS Finance Corp. $2,550,000 Autocallable Contingent Coupon Index-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 based on the performance of the underlier with the lowest underlier return. You could lose your entire investment in the notes.
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 quarterly 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-8.
Key Terms |
|
Company (Issuer) / Guarantor: |
GS Finance Corp. / The Goldman Sachs Group, Inc. |
Aggregate face amount: |
$2,550,000 |
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: |
|
• if the final underlier level of each underlier is greater than or equal to its trigger buffer level: $1,000; or |
|
• if the final underlier level of any underlier is less than its trigger buffer level: |
|
$1,000 + ($1,000 × the lesser performing underlier return) |
Underliers: |
the Dow Jones Industrial Average® (current Bloomberg symbol: “INDU Index”), the Russell 2000® Index (current Bloomberg symbol: “RTY Index”) and the S&P 500® Index (current Bloomberg symbol: “SPX Index”) |
Coupon trigger level: |
for each underlier, 70% of its initial underlier level |
Trigger buffer level: |
for each underlier, 70% of its initial underlier level |
Initial underlier level: |
49,310.32 with respect to the Dow Jones Industrial Average®, 2,775.096 with respect to the Russell 2000® Index and 7,108.40 with respect to the S&P 500® Index. The initial underlier level of each underlier is an intra-day level or the closing level of such underlier on the trade date |
Final underlier level: |
with respect to an underlier, the closing level of such underlier on the determination date* |
Underlier return: |
with respect to an underlier: (its final underlier level - its initial underlier level) ÷ its initial underlier level |
Lesser performing underlier return: |
the underlier return of the lesser performing underlier (the underlier with the lowest underlier return) |
Calculation agent: |
Goldman Sachs & Co. LLC (“GS&Co.”) |
CUSIP / ISIN: |
40059DEG8 / US40059DEG88 |
* subject to adjustment as described in the accompanying general terms supplement
Our estimated value of the notes on trade date: |
Not less than the face amount of such notes. See “The Estimated Value of Your Notes At Any Time Will Reflect Many Factors and Cannot Be Predicted.” |
Original issue price |
Underwriting discount |
Net proceeds to the issuer |
100% of the face amount |
0.85% of the face amount |
99.15% of the face amount |
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. 24,012 dated April 23, 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: $9.042 (0.9042% monthly, or the potential for up to approximately 10.85% 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: |
April 23, 2026 |
Original issue date: |
April 28, 2026 |
Determination date: |
the last coupon observation date, April 23, 2029* |
Stated maturity date: |
April 26, 2029* |
Call observation dates: |
the coupon observation dates occurring on October 23, 2026, January 25, 2027, April 23, 2027, July 23, 2027, October 25, 2027, January 24, 2028, April 24, 2028, July 24, 2028, October 23, 2028 and January 23, 2029 |
Call payment dates: |
the coupon payment date immediately after the applicable call observation date |
Coupon observation dates* |
Coupon payment dates* |
May 26, 2026 |
May 29, 2026 |
June 23, 2026 |
June 26, 2026 |
July 23, 2026 |
July 28, 2026 |
August 24, 2026 |
August 27, 2026 |
September 23, 2026 |
September 28, 2026 |
October 23, 2026 |
October 28, 2026 |
November 23, 2026 |
November 27, 2026 |
December 23, 2026 |
December 29, 2026 |
January 25, 2027 |
January 28, 2027 |
February 23, 2027 |
February 26, 2027 |
March 23, 2027 |
March 26, 2027 |
April 23, 2027 |
April 28, 2027 |
May 24, 2027 |
May 27, 2027 |
June 23, 2027 |
June 28, 2027 |
July 23, 2027 |
July 28, 2027 |
August 23, 2027 |
August 26, 2027 |
September 23, 2027 |
September 28, 2027 |
October 25, 2027 |
October 28, 2027 |
November 23, 2027 |
November 29, 2027 |
December 23, 2027 |
December 28, 2027 |
January 24, 2028 |
January 27, 2028 |
February 23, 2028 |
February 28, 2028 |
March 23, 2028 |
March 28, 2028 |
April 24, 2028 |
April 27, 2028 |
May 23, 2028 |
May 26, 2028 |
June 23, 2028 |
June 28, 2028 |
July 24, 2028 |
July 27, 2028 |
August 23, 2028 |
August 28, 2028 |
September 25, 2028 |
September 28, 2028 |
October 23, 2028 |
October 26, 2028 |
November 24, 2028 |
November 29, 2028 |
December 26, 2028 |
December 29, 2028 |
January 23, 2029 |
January 26, 2029 |
February 23, 2029 |
February 28, 2029 |
March 23, 2029 |
March 28, 2029 |
April 23, 2029 |
April 26, 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 |
• Underlier supplement no. 48 dated March 24, 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 (i) 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 and (ii) the impact that the various hypothetical closing levels of the lesser performing underlier on the determination date could have on the cash settlement amount at maturity 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 |
$9.042 (0.9042% monthly, or the potential for up to approximately 10.85% per annum) |
Coupon trigger level |
with respect to each underlier, 70% of its initial underlier level |
Trigger buffer 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 underlier stocks or the method by which the applicable underlier sponsor calculates any underlier |
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 Dow Jones Industrial Average® (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the Russell 2000® Index (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the S&P 500® Index (as Percentage of Initial Underlier Level) |
Hypothetical Coupon |
1 |
140.000% |
75.000% |
80.000% |
$9.042 |
2 |
60.000% |
140.000% |
140.000% |
$0.000 |
3 |
75.000% |
80.000% |
77.000% |
$9.042 |
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% |
$9.042 |
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 |
|
|
|
Total Hypothetical Coupons |
$27.126 |
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 Dow Jones Industrial Average® (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the Russell 2000® Index (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the S&P 500® Index (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 less than zero. |
PS-5
Scenario 3
Coupon Observation Date |
Hypothetical Closing Level of the Dow Jones Industrial Average® (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the Russell 2000® Index (as Percentage of Initial Underlier Level) |
Hypothetical Closing Level of the S&P 500® Index (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 |
110.000% |
105.000% |
108.000% |
$9.042 |
|
|
|
Total Hypothetical Coupons |
$9.042 |
In Scenario 3, the hypothetical closing level of each underlier is less than its coupon trigger level on the first five hypothetical coupon observation dates, but increases to a level that is greater than its initial underlier level on the sixth hypothetical coupon observation date. Because the hypothetical closing level of each underlier is greater than or equal to its initial underlier level on the sixth 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. |
|
PS-6
Hypothetical Payment at Maturity |
If the notes are not automatically called on any call observation date, the cash settlement amount that we would deliver for each $1,000 face amount of your notes on the stated maturity date will depend on the performance of the lesser performing underlier on the determination date, as shown in the table below. The table below assumes that the notes have not been automatically called on a call observation date and does not include the final coupon, if any. If the final underlier level of the lesser performing underlier is less than its coupon trigger level, you will not be paid a final coupon at maturity. |
The levels in the left column of the table below represent hypothetical final underlier levels of the lesser performing underlier and are expressed as percentages of the initial underlier level of the lesser performing underlier. The amounts in the right column represent the hypothetical cash settlement amounts, based on the corresponding hypothetical final underlier level of the lesser performing underlier, and are expressed as percentages of the face amount of a note (rounded to the nearest one-thousandth of a percent). Thus, a hypothetical cash settlement amount of 100.000% means that the value of the cash payment that we would deliver for each $1,000 of the outstanding face amount of the offered notes on the stated maturity date would equal 100.000% of the face amount of a note, based on the corresponding hypothetical final underlier level of the lesser performing underlier and the assumptions noted above. |
Hypothetical Final Underlier Level of the Lesser Performing Underlier (as Percentage of Its Initial Underlier Level) |
Hypothetical Cash Settlement Amount (as Percentage of Face Amount) |
200.000% |
100.000%* |
167.000% |
100.000%* |
133.000% |
100.000%* |
100.000% |
100.000%* |
90.000% |
100.000%* |
80.000% |
100.000%* |
70.000% |
100.000%* |
69.999% |
69.999% |
52.000% |
52.000% |
35.000% |
35.000% |
17.000% |
17.000% |
0.000% |
0.000% |
*Does not include the final coupon
As shown in the table above, if the notes have not been automatically called on a call observation date: |
• If the final underlier level of the lesser performing underlier were determined to be 17.000% of its initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be 17.000% of the face amount of your notes. |
○ As a result, if you purchased your notes on the original issue date at the face amount and held them to the stated maturity date, you would lose 83.000% of your investment (if you purchased your notes at a premium to face amount you would lose a correspondingly higher percentage of your investment). |
• If the final underlier level of the lesser performing underlier were determined to be 200.000% of its initial underlier level, the cash settlement amount that we would deliver on your notes at maturity would be limited to 100.000% of each $1,000 face amount of your notes. |
○ As a result, if you held your notes to the stated maturity date, you would not benefit from any increase in the final underlier level of the lesser performing underlier over its initial underlier level. |
PS-7
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 underlier stocks (i.e., with respect to an underlier to which your notes are linked, the stocks comprising such underlier). 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 Any Time (as Determined By Reference to Pricing Models Used By GS&Co.) Will Reflect Many Factors and Cannot Be Predicted |
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, is not less than the face amount of your notes. Thereafter, the estimated value of your notes as determined by reference to these models could be lower than the face amount of your notes and 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. If GS&Co. buys or sells your notes (if it makes a market, which it is not obligated to do) 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. |
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. |
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. |
You May Lose Your Entire Investment |
Assuming your notes are not automatically called, if the final underlier level of any underlier is less than its trigger buffer level, you will have a loss for each $1,000 of the face amount of your notes equal to the product of the lesser performing underlier return times $1,000. Thus, you may lose your entire investment in the notes, which would include any premium to face amount you paid when you purchased the notes. |
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. |
PS-8
The Return on Your Notes May Change Significantly Despite Only a Small Change in the Level of the Lesser Performing Underlier |
While a decrease in the final underlier level of the lesser performing underlier to its trigger buffer level will not result in a loss of principal on the notes, a decrease in the final underlier level of the lesser performing underlier to less than its trigger buffer level will result in a loss of a significant portion of the face amount of the notes despite only a small change in the level of the lesser performing underlier. |
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 less than 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. |
The Cash Settlement Amount Will Be Based Solely on the Lesser Performing Underlier |
If the notes are not automatically called, the cash settlement amount will be based on the lesser performing underlier without regard to the performance of any other underlier, even if there is an increase in the level of any other underlier. |
You Have No Shareholder Rights or Rights to Receive Any Underlier Stock |
Investing in your notes will not make you a holder of any of the underlier stocks. Neither you nor any other holder or owner of your notes will have any rights with respect to the underlier stocks, including any voting rights, any rights to receive dividends or other distributions, any rights to make a claim against the underlier stocks or any other rights of a holder of the underlier stocks. Payments on your notes will be made in cash and you will have no right to receive delivery of any underlier stocks. |
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 underlier stocks; |
• economic, financial, regulatory, political, military, public health and other events that affect stock markets generally and the underlier stocks, 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 |
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than the face amount of your notes. You cannot predict the future performance of the underliers based on their historical performance. |
Risks Related to Tax |
The Tax Consequences of an Investment in Your Notes Are Uncertain |
The tax consequences of an investment in your notes are uncertain, both as to the timing and character of any inclusion of income in respect of your notes. |
Except to the extent otherwise provided by law, GS Finance Corp. intends to continue treating the notes for U.S. federal income tax purposes in accordance with the treatment described under “Supplemental Discussion of U.S. Federal Income Tax Consequences” below unless and until such time as Congress, the Treasury Department or the Internal Revenue Service determine that some other treatment is more appropriate. 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. |
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THE UNDERLIERS
Dow Jones Industrial Average® |
The Dow Jones Industrial Average® is a price-weighted index composed of 30 stocks that measures the performance of some of the largest U.S. companies selected at the discretion of an Averages Committee that selects the underlier components as the largest and leading stocks of the sectors that are representative of the U.S. equity market, excluding the transportation and utilities industries. |
For more details about the Dow Jones Industrial Average®, the underlier sponsor and license agreement between the underlier sponsor and the issuer, see “The Underliers — Dow Jones Industrial Average®” in the accompanying underlier supplement. |
S&P is a registered trademark of Standard & Poor’s Financial Services LLC (“S&P”) and Dow Jones®, DJIA®, The Dow® and Dow Jones Industrial Average® are trademarks of Dow Jones Trademark Holdings LLC (“Dow Jones”). The trademarks have been licensed to S&P Dow Jones Indices LLC and its affiliates and have been sublicensed for certain purposes by GS Finance Corp. The “Dow Jones Industrial Average®” is a product of S&P Dow Jones Indices LLC and/or its affiliates, and has been licensed for use by GS Finance Corp. The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones®, S&P or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied, to the owners of the notes or any members of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the Dow Jones Industrial Average® to track general market performance. |
Russell 2000® Index |
The Russell 2000® Index measures the composite price performance of stocks of 2,000 companies incorporated in the U.S., its territories and certain “benefit-driven incorporation countries.” The Russell 2000® Index is designed to track the performance of the small capitalization segment of the U.S. equity market. |
For more details about the Russell 2000® Index, the underlier sponsor and license agreement between the underlier sponsor and the issuer, see “The Underliers — Russell 2000® Index” in the accompanying underlier supplement. |
The Russell 2000® Index is a trademark of FTSE Russell (“Russell”) and has been licensed for use by GS Finance Corp. The notes are not sponsored, endorsed, sold or promoted by Russell, and Russell makes no representation regarding the advisability of investing in the notes. |
S&P 500® Index |
The S&P 500® Index includes a representative sample of 500 companies in leading industries of the U.S. economy and is intended to provide a performance benchmark for the large-cap U.S. equity markets. |
For more details about the S&P 500® Index, the underlier sponsor and license agreement between the underlier sponsor and the issuer, see “The Underliers — S&P 500® Index” in the accompanying underlier supplement. |
The S&P 500® Index is a product of S&P Dow Jones Indices LLC, and has been licensed for use by GS Finance Corp. (“Goldman”). Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC; Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) and these trademarks have been licensed for use by S&P Dow Jones Indices LLC and sublicensed for certain purposes by Goldman. Goldman’s notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, Standard & Poor’s Financial Services LLC or any of their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, Standard & Poor’s Financial Services LLC or any of their respective affiliates make any representation regarding the advisability of investing in such notes. |
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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 show the daily historical closing levels of each underlier from January 4, 2021 through April 23, 2026. We obtained the closing levels in the graphs below from Bloomberg Financial Services, without independent verification. Although the official closing levels of the Russell 2000® Index are published to six decimal places by the underlier sponsor, Bloomberg Financial Services reports the levels of the Russell 2000® Index to fewer decimal places. |
Historical Performance of the Dow Jones Industrial Average®
Historical Performance of the Russell 2000® Index
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Historical Performance of the S&P 500® Index
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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. You will be obligated pursuant to the terms of the notes - in the absence of a change in law, an administrative determination or a judicial ruling to the contrary - to characterize each note for all tax purposes as an income-bearing pre-paid derivative contract in respect of the underliers, as described under “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the accompanying general terms supplement. Pursuant to this approach, it is the opinion of Sidley Austin LLP that it is likely that coupon payments will be taxed as ordinary income in accordance with your regular method of accounting for U.S. federal income tax purposes. If you are a non-United States holder of the notes, we intend to withhold on coupon payments made to you at a 30% rate or at a lower rate specified by an applicable income tax treaty. In addition, upon the sale, exchange, redemption or maturity of your notes, it would be reasonable for you to 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. |
Notwithstanding the foregoing, since the appropriate U.S. federal income tax characterization and treatment of your notes are uncertain, it is possible that the Internal Revenue Service could assert a different characterization and treatment than that described immediately above. In this case, the timing and character of income, gain or loss recognized with respect to your notes could substantially differ from that described above. |
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. |
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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 0.85% of the face amount. 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 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. |
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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. |
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