Goldman Sachs Group Inc SEC Filings

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering autocallable notes due January 25, 2033 linked to the Goldman Sachs Momentum Builder® Focus ER Index. The notes do not pay interest and may be automatically called each year if the index closes at or above rising call levels from 100.75% to 104.50% of the initial index level, triggering call premiums from 10% to 60% of face value.

If the notes are not called, investors receive at maturity either the face amount plus 100% of any positive index return, or only the face amount if the index is flat or down. The index uses daily rebalancing, a 5% volatility control, momentum filters and a 0.65% per annum deduction, and can allocate heavily to cash-like positions, which can limit upside.

Goldman estimates the notes’ value on the trade date at $850–$890 per $1,000 face amount, below the issue price, and highlights credit risk of both the issuer and guarantor, limited liquidity, interest-rate sensitivity and complex U.S. tax treatment under contingent payment debt rules.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering leveraged buffered notes linked to the S&P 500® Futures Excess Return Index, maturing in 2031. These notes pay no interest and your payoff at maturity depends entirely on index performance from the trade date on January 28, 2026 to the determination date on January 28, 2031.

If the final index level is above the initial level, you receive principal plus 180% of the index gain. If the index is flat or down but not below 80% of its initial level, you get back your full $1,000 per note. If the index falls more than the 20% buffer, you lose principal on a 1-for-1 basis beyond that threshold and could lose a substantial portion of your investment.

The notes are unsecured obligations subject to the credit risk of GS Finance Corp. and the guarantor, do not give ownership of futures or stocks, may have limited liquidity, and involve structural risks such as model-based pricing, futures roll costs and uncertain U.S. tax treatment.

The Goldman Sachs Group, Inc. is offering fixed-to-floating rate notes due February 22, 2027 in minimum denominations of $1,000. The notes pay a fixed interest rate of 3.90% per annum with monthly payments from January 22, 2026 to but excluding April 22, 2026.

From April 22, 2026 to but excluding February 22, 2027, interest becomes floating at compounded SOFR plus 0.20%, subject to a minimum rate of 0.50% per annum, also paid monthly. The notes are unsecured obligations of Goldman Sachs, are not bank deposits, and are not insured by the FDIC or any government agency.

The notes will not be listed on any exchange, and their market value may be affected by SOFR movements, interest rates, Goldman Sachs’ creditworthiness, and liquidity conditions. U.S. tax law treats them as variable rate debt instruments with potential original issue discount, as described in detail in the tax discussion.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering autocallable contingent coupon notes linked to the Russell 2000® Index and the S&P 500® Index, maturing in 2031. These notes pay a quarterly coupon of $22.75 per $1,000 (2.275% per quarter, up to 9.10% per year) only if, on each observation date, the closing level of both indexes is at or above 70% of its initial level. If either index is below that level, no coupon is paid.

The notes can be automatically called starting July 16, 2026: if on any call observation date each index is at or above its initial level, investors receive $1,000 per note plus the applicable coupon, and the investment ends early. If the notes are not called and, on the January 16, 2031 determination date, each index is at or above its 70% trigger buffer level, investors receive full principal back. If any index is below its trigger buffer level, repayment is reduced one-for-one with the weaker index’s decline, and investors can lose up to their entire principal.

The Goldman Sachs Group, Inc. is offering callable fixed rate notes due 2034 under its Medium-Term Notes, Series N program. The notes are expected to pay fixed interest of 4.75% per annum from the original issue date, expected to be January 26, 2026, to the stated maturity date, expected to be January 26, 2034, with annual interest payments expected each January 26.

Goldman Sachs may redeem the notes at its option, in whole but not in part, on specified quarterly redemption dates on or after January 26, 2028 at 100% of principal plus accrued interest. The notes are unsecured debt obligations of The Goldman Sachs Group, Inc., are not bank deposits, and are not insured by any governmental agency. U.S. holders generally will be taxed on interest as ordinary income, and the notes are subject to FATCA withholding rules.

Goldman Sachs & Co. LLC will act as underwriter and may conduct market-making in the notes, and this affiliate relationship constitutes a “conflict of interest” under FINRA Rule 5121. The offering includes various selling restrictions in the EEA, United Kingdom, Hong Kong, Singapore, Japan and Switzerland, limiting availability primarily to institutional and other non-retail investors in those jurisdictions.

The Goldman Sachs Group, Inc. has entered into an agreement to transition the Apple Card program and associated accounts to a new issuer, which is expected to increase the firm’s fourth quarter 2025 diluted earnings per share by $0.46.

This expected impact comes from a $2.48 billion release of loan loss reserves reflected in provision for credit losses, partially offset by a reduction in net revenues of $2.26 billion from markdowns on the outstanding credit card loan portfolio and contract termination obligations, plus $38 million of operating expenses. The transition is expected to occur over approximately 24 months.

The firm also refined its segment reporting while continuing to operate three segments: Global Banking & Markets, Asset & Wealth Management and Platform Solutions. For the quarter ended September 30, 2025, total net revenues were $15,184 million and pre-tax earnings were $5,392 million, with Global Banking & Markets providing the largest contribution.

The Goldman Sachs Group, Inc. is offering U.S. dollar-denominated callable notes that do not pay periodic interest and are expected to mature on or about January 23, 2032. Instead of coupons, investors receive their return through a fixed premium on the $1,000 principal amount if the notes are held to maturity.

Goldman Sachs may redeem the notes in whole, but not in part, on annual call dates from 2027 through 2031 at preset premium levels, capping the amount investors can receive if called early. If the notes are not redeemed, investors receive principal plus a 30% maturity premium, corresponding to a 4.47% annual yield calculated using an original issue discount structure. The notes are unsecured obligations subject to Goldman Sachs’ credit risk, will not be listed on an exchange, may have limited liquidity and price volatility with changing interest rates, and are expected to be issued with taxable original issue discount for U.S. holders.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering autocallable notes linked to the Russell 2000® Index, the Nasdaq-100 Technology Sector Index and the VanEck Semiconductor ETF. The notes have a $1,000 face amount and are expected to be issued on January 22, 2026, maturing on January 22, 2032, unless automatically called.

Investors can receive a fixed coupon of $13.042 per $1,000 (1.3042% monthly, up to about 15.65% per year) on monthly observation dates, but only if each underlier is at or above 75% of its initial level. The notes are automatically called, returning $1,000 plus the coupon, if on any call observation date from July 2026 to December 2031 each underlier is at or above its initial level.

If the notes are not called, principal repayment at maturity depends on the weakest underlier. If each final level is at least 60% of its initial level, investors receive $1,000 plus any final coupon. If any underlier finishes below 60%, repayment is reduced in line with the worst performer, and investors can lose most or all of their principal. The estimated value on the trade date is disclosed as between $885 and $925 per $1,000 face amount.

GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., is offering equity-linked notes whose return depends on an equally weighted basket of eight U.S.-listed stocks. The notes pay no interest and may be automatically called on the call observation date if the basket level is at or above the initial basket level of 100, in which case holders receive at least $1,162.5 per $1,000 face amount.

If not called, at maturity investors get $1,000 plus 125% of any positive basket return, $1,000 if the basket decline is up to 15%, and a reduced amount if the basket falls by more than 15%, based on a buffer rate of approximately 117.65%. The estimated value at pricing is expected between $900 and $930 per $1,000, reflecting underwriting discounts, hedging and structuring costs. The notes are unsecured obligations subject to the credit risk of both the issuer and the guarantor.