[Form 4] Clearfield, Inc. Insider Trading Activity

Rhea-AI Filing Summary

GS Finance Corp. (subsidiary of Goldman Sachs Group – ticker GS) is offering Callable Fixed and Floating Rate Notes maturing on July 11, 2040. The securities are unsecured senior obligations of GS Finance Corp. and are fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.

Key structural features

• Principal: $1,000 denominations; aggregate amount to be set at pricing (option to reopen for additional sales).
• Tenor: 15 years (trade date expected July 9 2025; settlement July 11 2025; maturity July 11 2040).
• Interest: • Fixed 10.00% p.a. paid quarterly from July 11 2025 through July 11 2027.
  • Floating thereafter: 1.20 × (7.00% – compounded SOFR) with a 0% floor. If 7.00% – SOFR ≤ 0, interest for that quarter is 0%.
  • Quarterly day-count 30/360 (ISDA); payment dates Jan 11, Apr 11, Jul 11, Oct 11.
• Call option: Issuer may redeem at 100% of principal plus accrued interest on any quarterly interest date on or after July 11 2027 with ≥5 business-day notice.
• Estimated value: $890 – $940 per $1,000 (reflects model price net of structuring/hedging costs and credit spreads; lower than 100% issue price).
• Liquidity: No exchange listing; GS & Co. may (but is not obligated to) make a market; secondary prices expected to include bid/ask spreads and could be materially below par.
• Use of proceeds: Loaned to Goldman Sachs Group or affiliates for general corporate purposes and hedging.
• Calculation agent: Goldman Sachs & Co. LLC; possesses discretion on SOFR determinations and benchmark replacement.
• Tax treatment: Contingent payment debt instrument (CPDI); purchasers accrue OID based on comparable yield and projected payment schedule; all gain on disposition treated as ordinary income.

Principal investor considerations

• Income profile: Attractive 10% coupon for two years, then variable income inversely linked to SOFR; investors are implicitly betting compounded SOFR will stay below 7% throughout the floating period.
• Credit & call risk: Payments depend on GS Finance Corp.’s credit and Goldman Sachs Group’s guarantee. Early redemption could truncate high-coupon periods and force reinvestment at lower rates.
• Valuation gap: The modeled value is up to 11% below the $1,000 offering price, meaning investors incur an immediate economic premium.
• Liquidity & market value: Absence of listing, potential wide spreads, and sensitivity to rates, credit spreads, and SOFR volatility may cause substantial price fluctuations before maturity.

Insights

Fixed-Income Strategist

TL;DR: High initial coupon offsets sizable model discount; long-dated callable with zero-floor SOFR kicker renders risk/return highly path-dependent.

Income & rate view: Investors receive a compelling 10% for two years, but thereafter coupon becomes 1.2 × (7% – compounded SOFR). If SOFR averages 3%, quarterly rate equals roughly 4.8% (annualised), yet if SOFR ≥7% interest drops to zero. With current SOFR near 5.2% (June 2025), modest further increases could sharply compress payments. Buyers must therefore hold a bearish view on medium-term SOFR or anticipate issuer redemption once the structure turns cheap.

Issuer option & valuation: The call starting July 2027 hands GS cheap optionality; if rates fall or spreads tighten the notes will likely be called, capping upside for holders. Conversely, in adverse scenarios investors remain locked in. The estimated value (89-94% of par) highlights the economic cost of embedded options and fees.

Credit & liquidity: GS senior unsecured debt trades investment grade (A2/A-/A); however, the note is structurally junior, unlisted, and may suffer from wide secondary spreads. Investors seeking current income and willing to accept credit and structure complexity may find the product suitable inside tax-exempt accounts aware of CPDI rules.

Structured-Product Risk Analyst

TL;DR: Key risks are call, zero-floor, SOFR volatility, and 11% issue premium; liquidity thin.

Risk focus: 1) Zero-floor risk: When SOFR ≥7%, coupons cease, turning the note into a zero-coupon bond until SOFR retreats. 2) Call asymmetry: Redemption is issuer-only; investors cannot put the bond back, exposing them to reinvestment risk in low-rate environments while trapping them if rates rise. 3) Model gap: Paying 100 for an asset valued at ~0.89-0.94 implies negative carry day one. 4) Liquidity & price discovery: OTC only, with GS as sole potential dealer; bid/ask could exceed embedded discount, especially after the additional amount amortises to zero. 5) Tax complexity: CPDI rules create phantom income; mismatch between cash flow and tax liability.

Suitability: Impactful for investors with high risk tolerance, sophisticated rate outlook, and capacity to hold to maturity. For most traditional fixed-income portfolios the structure raises concentration and modelling challenges.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Beranek Cheryl

(Last) (First) (Middle)

7050 WINNETKA AVE. N.

SUITE 100

(Street)

BROOKLYN PARK MN 55428

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clearfield, Inc. [ CLFD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock (ESPP)	06/30/2025		A	V	197(1)	A	$26.35	466,349	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Purchase of Common Shares through Employee Stock Purchase Plan for the period January 1 - June 30, 2025. In accordance with the ESPP, these shares were purchased based on 85% of the closing price on December 31, 2024.

	Darrell Hammond by Power of Attorney for Cheryl Beranek	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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