[424B2] GOLDMAN SACHS GROUP INC Prospectus Supplement
Rhea-AI Filing Summary
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 under its Medium-Term Notes, Series F program. These unsecured notes are scheduled to mature in 2031 and pay no interest.
At maturity, holders receive cash based on index performance from trade date to determination date. If the index rises, the notes provide at least 151% participation in the positive return. If the index falls but stays above 70% of its initial level, investors receive full principal back; below that buffer, principal is reduced 1-for-1 with further losses, so a substantial loss of invested amount is possible. The underlier tracks E-mini S&P 500 futures, not the cash S&P 500 Index, and is affected by factors like financing costs, negative roll yield, market disruptions and the credit risk of both the issuer and guarantor.
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FAQ
What are the GS (Goldman Sachs) S&P 500 Futures Excess Return Index-Linked Notes?
These notes are unsecured debt securities of GS Finance Corp., fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.. Their payoff at maturity depends on the performance of the S&P 500® Futures Excess Return Index, which tracks E-mini S&P 500 futures contracts rather than the S&P 500® Index itself.
How do the GS S&P 500 Futures notes calculate the payment at maturity?
On the stated maturity date, for each $1,000 face amount, investors receive:
• If the final underlier level is above the initial level: $1,000 + ($1,000 × upside participation rate × underlier return), with an upside participation rate of at least 151%.
• If the final level is between the initial level and the 70% buffer level: $1,000.
• If the final level is below the buffer level: $1,000 + ($1,000 × 100% × (underlier return + 30% buffer amount)), which can result in significant principal loss.
What is the 30% buffer on the GS S&P 500 Futures notes and how does it work?
The notes have a buffer amount of 30%, with a buffer level set at 70% of the initial underlier level. If, on the determination date, the index has fallen by up to 30%, investors still receive the full face amount. If the index has fallen by more than 30%, investors lose 1% of principal for each additional 1% decline below the buffer level, as illustrated by hypothetical scenarios where large drops in the index lead to substantial losses.
Do the GS S&P 500 Futures Excess Return Index-Linked Notes pay interest?
No. The notes do not bear interest. Investors’ total return comes only from the cash settlement amount at maturity, which depends on the final underlier level relative to the initial level. As a result, the overall return may be less than on a traditional interest-bearing debt security of comparable maturity.
What are the key risks of investing in these GS S&P 500 Futures notes?
Key risks include:
• Principal risk: if the final underlier level is below the 70% buffer level, investors may lose a substantial portion of their investment.
• No interest: the notes pay no periodic interest.
• Credit risk: payments depend on the creditworthiness of GS Finance Corp. and The Goldman Sachs Group, Inc..
• Futures-based underlier: performance is tied to E-mini S&P 500 futures and can be adversely affected by implicit financing costs, negative roll yields, and market disruptions, which may cause the index to decline even when the S&P 500® Index is stable or rising.
How does the S&P 500 Futures Excess Return Index differ from the S&P 500 Index for GS investors?
The S&P 500® Futures Excess Return Index measures the performance of the nearest-maturing E-mini S&P 500 futures contract, not the S&P 500® Index itself. Futures pricing reflects not only expected equity performance but also factors like expected dividends, financing costs and market expectations. Negative roll yields and changes in interest rates can adversely affect the futures-based index over time, so it may perform differently than a direct investment in the S&P 500® Index or in its component stocks.
What are the U.S. federal income tax considerations for these GS notes?
According to the opinion of Sidley Austin LLP, each note should be treated as a pre-paid derivative contract in respect of the underlier. Under this approach, on sale, exchange or maturity, investors would recognize capital gain or loss equal to the difference between the cash received and their tax basis. However, the proper tax characterization is uncertain, the Internal Revenue Service could assert a different treatment, and the notes may be subject to rules such as FATCA and, in some cases, section 871(m). Investors should consult their tax advisors.


